SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2005

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from .................to.................

                         Commission file number 001-1296

                            ZEVEX INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

          DELAWARE                                     87-0462807
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification No.)

                4314 ZEVEX Park Lane, Salt Lake City, Utah 84123
              (Address of principal executive offices and zip code)

                                 (801) 264-1001
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
 (Former name, former address, and former fiscal year, if changed since last
  report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes No [ X ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of July 22, 2005, the
Company had outstanding 3,407,617 shares of common stock, par value $0.001 per
share.


<PAGE>


                             ZEVEX INTERNATIONAL, INC.

                                    FORM 10-Q
                     For the Six Months Ended June 30, 2005


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
<S>                       <C>                         <C>                                 <C>
                          PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements:

        Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004               4

        Consolidated Statements of Operations for the three month and six month
         periods ended June 30, 2005 and 2004                                               5

        Consolidated Statements of Cash Flows for the six month periods ended
         June 30, 2005 and 2004                                                             6

        Notes to Consolidated Financial Statements                                          7

Item 2. Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                                          12

Item 3. Quantitative and Qualitative Disclosures About Market Risk                         18

Item 4. Controls and Procedures                                                            18

                           PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                        19

Item 4. Submission of Matters to a Vote of Security Holders                                19

Item 5. Other Information                                                                  19

Item 6. Exhibits and Reports on Form 8-K                                                   20

Signatures                                                                                 21

</TABLE>

<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

-------------------------------------------------------------------------------

               ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q
-------------------------------------------------------------------------------

ZEVEX International, Inc. ("ZEVEX" or the "Company") files herewith balance
sheets of ZEVEX as of June 30, 2005, (unaudited) and December 31, 2004, and the
related (unaudited) statements of operations for the respective three month and
six month periods ended June 30, 2005 and 2004 and the related (unaudited)
statements of cash flows for the six month periods ended June 30, 2005 and 2004.
In the opinion of ZEVEX's management, the financial statements reflect all
adjustments, all of which are normal recurring adjustments, necessary to fairly
present the financial condition of ZEVEX for the interim periods presented. The
financial statements included in this report on Form 10-Q should be read in
conjunction with the audited financial statements of ZEVEX and the notes thereto
included in the Annual Report of ZEVEX on Form 10-K for the year ended December
31, 2004.


<PAGE>
                                    ZEVEX INTERNATIONAL, INC.
                                   CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                          <C>                                       <C>          <C>         <C>

                                                                        June 30,     December 31,
                                                                          2005           2004
                             ASSETS                                    (unaudited)
                                                                      -------------- --------------

Current assets
     Cash and cash equivalents                                            $ 225,858      $ 212,859
     Designated cash for sinking fund payment on industrial
        development bond                                                     46,622         96,042
     Accounts receivable, net of allowance for doubtful
        accounts of $158,000 and $192,000                                 4,311,949      3,563,436
     Other receivable                                                             -         35,500
     Inventories                                                          4,087,300      4,584,755
     Marketable securities                                                   37,800         29,250
     Prepaid expenses and other current assets                              135,531        149,690
     Total current assets                                                 8,845,060      8,671,532

     Property and equipment, net                                          4,407,147      4,345,942
     Patents, trademarks and other intangibles, net                         340,252        335,244
     Goodwill, net                                                        4,048,264      4,048,264
     Total assets                                                      $ 17,640,723    $17,400,982

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                   $ 1,428,532    $ 1,949,618
     Other accrued liabilities                                              736,505        606,734
     Bank line of credit                                                    517,405              -
     Income taxes payable                                                     2,005          2,005
     Current portion of industrial development bond                         100,000        100,000
     Current portion of other long-term debt                                 54,712         53,246
     Total current liabilities                                            2,839,159      2,711,603

     Industrial development bond                                          1,100,000      1,200,000
     Other long-term debt                                                   738,635        766,362

Stockholders' equity
     Common stock; $.001 par value, 10,000,000
        authorized shares, 3,444,704 issued and 3,405,471
        outstanding at June 30, 2005 and December 31, 2004                    3,445          3,440
     Additional paid in capital                                          16,308,188     16,290,452
     Unrealized loss on marketable securities                               (9,975)       (18,525)
     Treasury stock, 39,233 shares (at cost) at
        June 30, 2005 and December 31, 2004                                (89,422)       (89,422)
     Accumulated deficit                                                (3,249,307)    (3,462,928)
     Total stockholders' equity                                           2,962,929     12,723,017
     Total liabilities and stockholders' equity                        $ 17,640,723    $17,400,982
</TABLE>

<PAGE>

                            ZEVEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                        <C>                 <C>                  <C>                      <C>
                                                 Three months ended                       Six months ended
                                                      June 30                                 June 30,
                                              2005                2004                  2005          2004
                                           (unaudited)         (unaudited)          (unaudited)    (unaudited)
                                           ------------        ---------------------------------- --------------
                                           ------------        ---------------------------------- --------------
Revenue:
     Product sales                          $ 6,645,727         $ 5,878,725          $ 12,527,181  $ 11,993,257
     Engineering services                       151,926             345,272               254,636       439,444
     Total revenue                            6,797,653           6,223,997            12,781,817    12,432,701

     Cost of sales                           4,329,168           3,793,241             8,126,827      7,675,649
Gross profit                                 2,468,485           2,430,756             4,654,990      4,757,052

Operating expenses:
     General and administrative              1,153,933           1,268,273             2,128,612      2,158,974
     Selling and marketing                     857,357             745,004             1,673,057      1,542,450
     Research and development                  243,972             179,115               565,628        565,643
Total operating expenses                     2,255,262           2,192,392             4,367,297      4,267,067

Operating income                               213,223             238,364               287,693        489,985

Other income (expense):
     Interest and other income                  13,426               3,070                16,555          4,856
     Interest expense                          (58,181)            (48,542)              (87,992)       (89,553)
Income before income taxes                     168,468             192,892               216,256        405,288

Provision for income taxes                          -                   -                 (2,635)        (3,615)

Net income                                   $ 168,468           $ 192,892             $ 213,621      $ 401,673


Basic net income per share                     $ 0.05              $ 0.06                $ 0.06         $ 0.12

Weighted average shares outstanding         3,405,322           3,400,964             3,403,155      3,400,964

Diluted net income per share                   $ 0.05              $ 0.06                $ 0.06         $ 0.12

Diluted weighted average shares outstanding 3,506,609           3,438,380             3,510,118      3,448,263
</TABLE>
<PAGE>

                            ZEVEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                                                                  <C>                      <C>
                                                                      Six months ended June 30,
                                                                         2005           2004
                                                                     (unaudited)    (unaudited)
                                                                     -------------  -------------
                                                                     -------------  -------------
Cash flows from operating activities
Net income                                                              $ 213,621      $ 401,673
Adjustments to reconcile net income to net cash
   provided by operating activities
     Depreciation and amortization                                        349,194        427,211
     Stock issued for services                                             17,741              -
     Provision for bad debts                                                4,120         (1,541)
     Changes in operating assets and liabilities
        Designated cash for sinking fund payment
           on industrial development bond                                  49,420         49,610
        Accounts receivable                                              (752,633)       149,265
        Inventories                                                       497,455        537,823
        Prepaid expenses and other assets                                  49,659        103,766
        Accounts payable                                                 (521,086)      (285,265)
        Accrued and other liabilities                                     129,771        257,393
        Deferred revenue                                                        -       (412,024)
        Income taxes receivable/payable                                         -            339

Net cash provided by operating activities                                  37,262      1,228,250

Cash flows from investing activities
Purchase of property and equipment                                       (397,380)      (213,490)
Additions of patents and trademarks                                       (18,027)       (17,731)
Proceeds from other receivable from sale of business                            -        988,703

Net cash (used in) provided by investing activities                      (415,407)       757,482

Cash flows from financing activities
Principal payments on capital lease and long-term debt                    (26,261)      (106,989)
Payments on industrial development bond                                  (100,000)      (100,000)
Net proceeds from (payments on) bank line of credit                      517,405      (1,810,970)

Net cash provided by (used in) financing activities                      391,144      (2,017,959)

Net increase (decrease) in cash and cash equivalents                       12,999        (32,227)

Cash and cash equivalents at beginning of period                          212,859        668,089

Cash and cash equivalents at end of period                              $ 225,858      $ 635,862
</TABLE>

<PAGE>


                            ZEVEX INTERNATIONAL, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2005

1.  Description of Business and Summary of Significant Accounting Policies

Description of Business

The Company, through its divisions and subsidiary, engages in the business of
designing, manufacturing and distributing medical devices. The Therapeutics
division manufactures and markets enteral nutrition delivery devices. The
Applied Technology division designs and manufactures advanced medical components
and systems for medical technology companies.

For additional information regarding the Company, refer to its 2004 Annual
Report on SEC Form 10-K.

Principles of Consolidation

The consolidated financial statements include the accounts of ZEVEX
International, Inc. (the Company) and its wholly owned operating subsidiary
ZEVEX, Inc. All significant intercompany balances and transactions have been
eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information along with the instructions to Form 10-Q. Accordingly, certain
information and footnote disclosures normally included in complete financial
statements have been condensed or omitted. These financial statements should be
read in conjunction with the financial statements and footnotes thereto included
in the Company's 2004 Annual Report on SEC Form 10-K.

In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for interim periods may not be indicative of
the results of operations to be expected for a full year.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.

New Accounting Pronouncements

In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based
Payment, which is a revision of FASB Statement No. 123, Accounting for
Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends FASB Statement No. 95,
Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar
to the approach described in Statement 123. However, Statement 123(R) requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair values.
Pro forma disclosure will no longer be an alternative.

Statement 123(R) must be adopted no later than January 1, 2006 and the Company
expects to adopt Statement 123(R) on that date. Statement 123(R) permits public
companies to adopt its requirements using one of two methods, the "modified
prospective" or the "modified retrospective." Management has not yet determined
which method it will use. As permitted by Statement 123, the Company currently
accounts for share-based payments to employees using Opinion 25's intrinsic
value method and, as such, generally recognizes no compensation cost for
employee stock options. Accordingly, the adoption of Statement 123(R)'s fair
value method will have a significant impact on the Company's results of
operations, although it will have no impact on the Company's overall financial
position. The impact of adoption of Statement 123(R) cannot be predicted at this
time because it will depend on levels of share-based payments granted in the
future. However, had the Company adopted Statement 123(R) in prior periods, the
impact of that standard would have approximated the impact of Statement 123, as
described in the disclosure of pro forma net income and earnings per share under
the caption "Stock Based Compensation."
<PAGE>

In May 2005, FASB issued Statement No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154"). SFAS 154 requires retrospective application to prior
periods' financial statements of changes in accounting principle. It also
requires that the new accounting principle be applied to the balances of assets
and liabilities as of the beginning of the earliest period for which
retrospective application is practicable and that a corresponding adjustment be
made to the opening balance of retained earnings for that period rather than
being reported in an income statement. The statement will be effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not expect the adoption of SFAS 154 to
have a material effect on the Company's consolidated financial position or
results of operations.

Stock Based Compensation

The Company follows the intrinsic value method of accounting as prescribed by
APB No. 25 to account for employee stock options. No stock-based employee
compensation cost has been recorded in net income, as all options granted had an
exercise price equal to or greater than the market value of the underlying
common stock on the date of grant.

Had compensation expense for options under the Company's two stock-based
compensation plans been determined based on the fair value of the options at the
grant dates for awards under those plans consistent with SFAS No. 123, the
Company's net income and earnings per share would have been adjusted to the pro
forma amounts for the three and six months ended June 30 as indicated below:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                            Three months ended                Six months ended
                                                      -------------------------------- --------------------------------
                                                         June 30, 2005   June 30, 2004    June 30, 2005   June 30, 2004
                                                      ---------------- --------------- ---------------- ---------------
 Net income as reported                                 $     168,468    $     192,892   $     213,621    $     401,673
   Less:  Stock   compensation   expense  determined
     under fair  value  method,  net of related  tax
     effects                                                  119,959          159,133         240,169          284,368
                                                      ---------------- --------------- ---------------- ---------------
                                                      ---------------- --------------- ---------------- ---------------
Pro forma net income (loss)                            $       48,509   $       33,759   $     (26,548)   $     117,305
                                                      ================ =============== ================ ===============
                                                      ================ =============== ================ ===============
 Earnings (loss) per share:
   Basic - as reported                                 $  0.05              $ 0.06              $ 0.06           $0.12
   Basic - pro forma                                   $  0.01              $ 0.01              $(0.01)          $0.03
   Diluted - as reported                               $  0.05              $ 0.06              $ 0.06           $0.12
   Diluted - pro forma                                 $  0.01              $ 0.01              $(0.01)          $0.03
</TABLE>


2.  Debt

The Company maintains a $3,000,000 line of credit arrangement with a financial
institution. The line of credit is collateralized by accounts receivable and
inventory and bears interest at the prime rate, which was 6.25% at June 30, 2005
and 5.25% on December 31, 2004. The Company's balance on its line of credit was
$517,405 at June 30, 2005 and $0 at December 31, 2004. Under the line of credit
agreement, the Company is restricted from declaring cash dividends. In addition,
the Company's line of credit contains certain financial covenants. In the second
quarter of 2005, the Company failed to meet one financial covenant of the line
of credit. The Company received a waiver for such covenant. As of December 31,
2004, the Company was in compliance with all financial covenants. The line of
credit matures on May 29, 2006.
<PAGE>

On April 18, 2001, the Company entered into a Term Loan Agreement with a bank
for the amount of $1,000,000. The agreement is secured by the Company's
manufacturing facility. The note was due on May 15, 2003. The Term Loan
Agreement which was renegotiated effective May 15, 2003, is now due May 15, 2008
and is being amortized over a thirteen-year term, at an interest rate of 5.4%.
The Company owed $793,347 on the Term Loan Agreement at June 30, 2005.

3.  Related Party Transactions

During 2003, in response to the changing marketplaces of the Company's business
segments, the Company evaluated its business opportunities and the need to
refocus the Company on its core technologies. During this process, the Company
examined and evaluated various options related to the divestiture of one or more
business segments of the Company, partnering opportunities, and discontinuation
of non-profitable product lines and business segments. In the fourth quarter of
2003 it was determined that the Company would divest itself of the Physical
Evaluation business due to its continued decline in sales, escalating sales and
marketing expenses, additional research and development costs of the new product
line, and the negative contribution margin of the business segment. On December
31, 2003, the Company completed the sale of its Physical Evaluation business.
The transaction was accomplished through the sale of all the issued and
outstanding capital stock of JTech, previously a wholly owned subsidiary of the
Company. The transaction was effected by a Stock Purchase Agreement dated
December 31, 2003 by and between the Company and Mr. Leonard C. Smith, a former
employee, officer and director of the Company, for a negotiated purchase price
of $1.2 million, which was recorded as an "other receivable" at December 31,
2003. Cash of $1,164,500 was received in 2004, and $35,500 was received in
February 2005 when the Company satisfied certain obligations to JTech as set
forth in the Stock Purchase Agreement. Such obligations included the requirement
to deliver inventory, upon completion of production, and certain other
equipment. The Company also had a manufacturing agreement for the manufacture of
certain components and finished good products with JTech. Deferred revenue of
$324,000 was recorded related to these obligations, all of which was realized in
2004. Additionally, pursuant to the Stock Purchase Agreement, the Company may
receive additional payments from the purchaser based upon specifically
identified JTech product sales in 2005. During the first six months of 2005 the
Company received $12,824 under this agreement.

4.   Comprehensive Income

For the three month and six month periods ended June 30, 2005, the Company had
comprehensive income of $170,628 and $222,171, respectively. For the three month
and six month periods ended June 30, 2004, the Company had comprehensive income
of $193,692 and $409,673, respectively.

5. Inventories

Inventories consist of the following:
<TABLE>
<CAPTION>
<S>                                                    <C>                        <C>               <C>

                                                           June 30, 2005          December 31, 2004
                                                      -------------------------------------------------
Materials                                                $    2,623,175           $    2,761,508
Work in progress                                                513,043                  470,253
Finished goods, including completed subassemblies               951,082                1,352,994
                                                      -------------------------------------------------
                                                         $    4,087,300           $    4,584,755
                                                      =================================================
</TABLE>

6. Net Income Per Common Share

Basic net income per common share is calculated by dividing net income for the
period by the weighted-average number of the Company's common shares
outstanding.

Diluted net income per common share includes the dilutive effect of options in
the weighted-average number of the Company's common shares outstanding as
calculated using the treasury stock method. For the three months ended June 30,
2005 and June 30, 2004, 383,750 option shares and 599,500 option shares,
respectively, were not included because they were antidilutive. For the six
months ended June 30, 2005 and June 30, 2004, 309,750 option shares and 554,500
option shares, respectively, were not included because they were antidilutive.
<PAGE>

7. Business Segments

The Company operates in two business segments: Therapeutics and Applied
Technology. The Therapeutics segment includes the manufacture and sale of
feeding pumps and disposable sets used by patients who require direct
gastrointestinal nutrition therapy (also called enteral feeding). In the Applied
Technology segment, the Company provides design and manufacturing services to
medical device companies who, in turn, sell the Company's components and systems
under private labels or incorporate them into their products. The Company
evaluates the performance of the segments through gross profit, less selling and
marketing expenses, and research and development expenses (or contribution
margin). The Company does not allocate general and administrative expenses by
segment. General and administrative expenses are included in Corporate and
Unallocated amounts indicated below.

Segment information for the three months ended June 30, 2005 (in thousands)
follows:
<TABLE>
<CAPTION>
<S>                                    <C>                  <C>                 <C>                  <C>          <C>

                                                                 Applied           Corporate and
                                          Therapeutics          Technology          Unallocated           Total
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Revenue                                          $   3,617           $   3,181             $     --         $  6,798
Cost of sales                                        2,394               1,935                   --            4,329
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Gross profit                                         1,223               1,246                   --            2,469
Selling and marketing                                  712                 146                   --              858
Research and development                               167                  77                   --              244
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Contribution margin                                    344               1,023                   --            1,367
General and administrative                              --                  --                1,154            1,154
Other (income)/expenses                                 --                  --                   45               45
Provision for income taxes                              --                  --                   --               --
                                                                                                     ----------------
                                                                                                     ----------------
Net income                                                                                              $        168
                                                                                                     ================
                                                                                                     ================

Total assets                                       $   250           $   4,048            $  13,343         $ 17,641
                                       ==================== =================== ==================== ================

Included in the segment assets disclosed above are specifically identified fixed
assets and goodwill. All assets other than those specifically identified fixed
assets and goodwill are included in Corporate and Unallocated. The only
specifically identified fixed assets include nutritional pumps and certain
tooling, which are included in the Therapeutics segment. All other fixed assets
are used jointly by the segments. Goodwill represents approximately $4,048,000
in the Applied Technology segment.

Segment information for the three months ended June 30, 2004 (in thousands)
follows:


                                                                 Applied           Corporate and
                                          Therapeutics          Technology          Unallocated           Total
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Revenue                                          $   3,366           $   2,858             $     --         $  6,224
Cost of sales                                        2,109               1,684                   --            3,793
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Gross profit                                         1,257               1,174                   --            2,431
Selling and marketing                                  665                  80                   --              745
Research and development                               108                  71                   --              179
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Contribution margin                                    484               1,023                   --            1,507
General and administrative                              --                  --                1,268            1,268
Other (income)/expenses                                 --                  --                   46               46
Provision for income taxes                              --                  --                   --               --
                                                                                                     ----------------
                                                                                                     ----------------
Net income                                                                                                   $   193
                                                                                                     ================
                                                                                                     ================

Total assets                                       $   558           $   4,048            $  12,965         $ 17,571
                                       ==================== =================== ==================== ================

Included in the segment assets disclosed above are specifically identified fixed
assets and goodwill. Goodwill represents approximately $4,048,000 in the Applied
Technology segment.
</TABLE>
<PAGE>

Segment information for the six months ended June 30, 2005 (in thousands)
follows:
<TABLE>
<CAPTION>
<S>                                     <C>                 <C>                 <C>                  <C>          <C>

                                                                 Applied           Corporate and
                                          Therapeutics          Technology          Unallocated           Total
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Revenue                                          $   6,489           $   6,293             $     --      $    12,782
Cost of sales                                        4,363               3,764                   --            8,127
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Gross profit                                         2,126               2,529                   --            4,655
Selling and marketing                                1,400                 273                   --            1,673
Research and development                               296                 270                   --              566
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Contribution margin                                    430               1,986                   --            2,416
General and administrative                              --                  --                2,128            2,128
Other (income)/expenses                                 --                  --                   71               71
Provision for income taxes                              --                  --                    3                3
                                                                                                     ----------------
                                                                                                     ----------------
Net income                                                                                             $         214
                                                                                                     ================


Segment information for the six months ended June 30, 2004 (in thousands)
follows:


                                                                 Applied           Corporate and
                                          Therapeutics          Technology          Unallocated           Total
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Revenue                                          $   6,361           $   6,072             $     --      $    12,433
Cost of sales                                        3,959               3,717                   --            7,676
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Gross profit                                         2,402               2,355                   --            4,757
Selling and marketing                                1,370                 172                   --            1,542
Research and development                               308                 258                   --              566
                                       -------------------- ------------------- -------------------- ----------------
                                       -------------------- ------------------- -------------------- ----------------
Contribution margin                                    724               1,925                   --            2,649
General and administrative                              --                  --                2,159            2,159
Other (income)/expenses                                 --                  --                   85               85
Provision for income taxes                              --                  --                    4                4
                                                                                                     ----------------
                                                                                                     ----------------
Net income                                                                                               $       401
                                                                                                     ================
</TABLE>

<PAGE>



-------------------------------------------------------------------------------
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") and other parts of this Form 10-Q contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In some cases, such forward-looking
statements may be identified by the use of words such as "estimate," "believe,"
"project," "anticipate" and similar expressions, and together with other
discussion of future trends or results, are intended to identify forward-looking
statements. Such statements, which include our statements about the level of
anticipated expenses during 2005 and our liquidity position, are subject to
certain risks and uncertainties, including those discussed below that could
cause actual results to differ materially from those projected. These
forward-looking statements speak only as of the date hereof and we disclaim any
obligation to update them. All of these forward-looking statements are based on
estimates and assumptions made by our management, which although believed to be
reasonable, are inherently uncertain and difficult to predict. Therefore, undue
reliance should not be placed upon such estimates. There can be no assurance
that the benefits anticipated in these forward-looking statements will be
achieved. The following important factors, among others, could cause us not to
achieve the benefits contemplated herein, or otherwise cause our results of
operations to be adversely affected in future periods: (i) continued or
increased competitive pressures from existing competitors and new entrants; (ii)
unanticipated costs related to our growth and operating strategies; (iii) loss
or retirement of key members of management; (iv) increase in interest rates of
our cost of borrowing, or a default under any material debt agreement; (v)
adverse state or federal legislation or regulation that increases the cost of
compliance, or adverse findings by a regulator with respect to existing
operations; (vi) loss of customers; (vii) inability to achieve future sales;
(viii) the unavailability of sufficient funds for operations or capital
expenditures; and (ix) inability to introduce new products as planned. Many of
such factors are beyond our control. Please refer to our SEC Form 10-K for the
fiscal year ended December 31, 2004 for additional cautionary statements.

Overview

Through our divisions, we develop and manufacture high quality, high value
medical products. We effectively integrate, implement, and support solutions
throughout product life cycles based upon our core competencies in fluid
management and measurement, and surgical ultrasound technologies. The
Therapeutics division manufactures and markets enteral nutrition delivery
devices. The Applied Technology division designs and manufactures advanced
medical components and systems for medical technology companies.

We provide value in a continuum of product solutions, from components and
subsystems to complete medical systems of medical device companies. We also
manufacture complete systems if a significant portion of the value of the
product is derived from our technology.

We focus on product development and manufacturing, and distribute our products
through selected medical device marketing companies and distributors. We employ
product and territory managers to ensure that our services and sales support are
complementary to the quality of our innovative products. This distribution
strategy allows us to leverage our expertise and technology across diverse
applications, while remaining focused on our core competencies.

During the first quarter of 2005, we completed a research and development
project leading to the introduction of our next-generation enteral feeding pump,
the EnteraLite(R) Infinity(TM), at the American Society of Parenteral and
Enteral Nutrition Annual Conference in January 2005. In June 2005, we were the
recipient of a 2005 Silver Medical Design Excellence Award for the EnteraLite(R)
Infinity(TM) at the Medical Design & Manufacturing East trade show in New York
City, as well as being part of the design team that received a 2005 Gold Medical
Design Excellence Award at the same show on another project for a division of
Baxter Healthcare.

In the second quarter of 2005, we had consolidated revenue of $6,797,653 and net
income of $168,468 compared to consolidated revenue of $6,223,997 and net income
of $192,892 for the second quarter of 2004. We had consolidated revenue for the
first six months of 2005 of $12,781,817 and net income of $213,621 compared to
consolidated revenue of $12,432,701 and net income of $401,673 for the same
period in 2004. Revenue from the Therapeutics division and from our Applied
Technology division constituted 53% and 47%, respectively, of our second quarter
2005 consolidated revenue, compared to 54% and 46%, respectively, for the same
period in 2004. Revenue from the Therapeutics division and from our Applied
Technology division constituted 51% and 49%, respectively, for the first six
months of 2005 consolidated revenue, compared to 51% and 49%, respectively, for
the first six months of 2004.
<PAGE>

Our Therapeutics Division

Through the sale of enteral feeding pumps and related devices, we have
established a competitive position in the U.S. enteral nutrition delivery
market. The market in which we compete includes feeding pumps and disposable
sets that are used by patients who require direct gastrointestinal nutrition
therapy (also called enteral feeding). Enteral feeding is the means of providing
liquid nutrition to patients who may have experienced head or neck trauma, or
have gastrointestinal disorders, such as short bowel syndrome, Crohn's Disease,
bowel pseudo-obstruction and other disorders that prevent normal digestion.

Our Applied Technology Division

We also provide design and manufacturing services in a multi-billion dollar
market to worldwide medical device leaders who, in turn, sell our components and
systems under private label or incorporate them into their products. We call
this our Applied Technology division. These OEM (Original Equipment
Manufacturer) products include ultrasonic sensors and surgical handpieces,
optoelectronic components, and electronic instruments. Our operation in Salt
Lake City has been certified to world-class medical device quality standards,
meeting ISO 9001:1994 and ISO 13485:1996 certification requirements, and we
employ a quality system developed to meet the U. S. Food and Drug
Administration's Good Manufacturing Practices.

Results of Operations

Revenue increased by 9% during the second quarter of 2005 compared to the second
quarter of 2004. Revenue was $6,797,653 during the second quarter of 2005,
compared to $6,223,997 for the second quarter of 2004. Our Therapeutics division
revenue increased 7% to $3,616,437 during the second quarter of 2005 compared to
$3,366,001 in the second quarter of 2004. The increase in revenue from last
year's second quarter is largely due to an increase of $275,000, or 14%, in our
EnteraLite(R) Infinity(TM) and EnteraLite(R) portable feeding pump and
disposable set revenue over the second quarter of 2004. Our international
Therapeutics revenue increased $50,000, or 7%, during the quarter compared to
the second quarter of 2004. This increase was partially offset by a decrease of
$80,000, or 13%, in sales of our stationary enteral feeding delivery products
within our Therapeutics division. Our Applied Technology division revenue
increased 11% to $3,181,217 during the second quarter of 2005, compared to
$2,857,997 in the second quarter of 2004. Specifically, during the second
quarter of 2005, surgical handpiece and sensor revenue increased approximately
$35,000, or 2% over the second quarter of 2004. Our Applied Technology
engineering revenue increased approximately $50,000 during the quarter, and our
medical systems revenue increased approximately $240,000, or 44%, from the
second quarter of 2004. During the second quarter of 2005, one customer
accounted for over 10% of our revenue.

Revenue increased by 3% during the first six months of 2005 compared to the
first six months of 2004. Revenue was $12,781,817 during the six month period
ended June 30, 2005, compared to $12,432,701 for the same period of 2004. Our
Therapeutics division revenue increased 2% to $6,489,293 during the first six
months of 2005 compared to $6,360,811 in the first six months of 2004. The
increase in revenue from last year's first six months is due to an increase of
$250,000, or 7%, in our EnteraLite(R) Infinity(TM) and EnteraLite(R) portable
feeding pump and disposable set revenue over the first six months of 2004. Our
international Therapeutics revenue increased $100,000, or 8%, during the first
six months of 2005 compared to the first six months of 2004. This increase was
partially offset by a decrease of $210,000, or 15%, in sales of our stationary
enteral feeding delivery products within our Therapeutics division. Our Applied
Technology division revenue increased 4% to $6,292,524 during the first six
months of 2005, compared to $6,071,890 in the first six months of 2004. During
the first six months of 2005, surgical handpiece and sensor revenue increased
approximately $100,000, or 2% over the first six months of 2004. Our Applied
Technology engineering revenue increased approximately $45,000 during the first
six months, and our medical systems revenue increased approximately $70,000, or
5%, from the first six months of 2004. During the first quarter of 2004,
approximately $255,000 of Applied Technology medical systems revenue was
deferred revenue generated by the sale of products manufactured for JTech, the
Physical Evaluation business that was sold under a Stock Purchase Agreement in
December 2003. During the first six months of 2005, one customer accounted for
over 10% of our revenue.
<PAGE>

Our gross profit as a percentage of revenue was approximately 36.3% for the
second quarter of 2005 compared to 39.1% for the second quarter of 2004. Gross
profit as a percentage of revenue was approximately 36.4% for the first six
months of 2005, compared to 38.3% for the first six months of 2004. We primarily
attribute the decrease in gross profit during the second quarter and first six
months as compared to the prior year to the different product mix delivered
during each period. In particular, the results for the second quarter of 2004
included $193,000 more in relatively high-margin engineering service revenue.
Further, the second quarter of 2005 included a 1% change in gross profit due to
the write-off of $67,000 in obsolete inventory. Without these factors, gross
profit for product sales was approximately 36% for these periods. Please refer
to Note 7 of the Unaudited Consolidated Financial Statements for discussion of
our business segments including gross profit and our definition of contribution
margin.

Depreciation and amortization expenses decreased to $175,293 in the second
quarter 2005 from $212,918 in the second quarter of 2004, and $349,194 in the
first six months of 2005 from $427,211 in the first six months of 2004. The
decrease is primarily due to the various ages of our depreciable assets.

Selling, general and administrative expenses during the second quarter of 2005
were $2,011,290, compared to $2,013,277 for the second quarter of 2004. During
the first six months of 2005 selling, general and administrative expenses
increased to $3,801,669 compared to $3,701,424 for the first six months of 2004.
The increase is primarily related to increases in personnel and insurance costs.

We invested $243,972 in the research and development of new products during the
second quarter of 2005 compared to $179,115 in the second quarter of 2004. For
the six month period ended June 30, 2005, we invested $565,628 in research and
development, compared to $565,643 for the same period of 2004. In the second
quarter of 2005, research and development costs represented approximately 4% of
our revenue, compared with 3% in the second quarter of 2004, and approximately
4.5% of our revenue for the first six months of both 2005 and 2004. We are
continuing our efforts to develop and introduce new proprietary products.
Additionally, we are investing in developing proprietary component technologies
for our applied technology business. We expect research and development costs to
be approximately 5% of revenue during 2005.

Operating income decreased to $213,223, 3% of revenue in the second quarter of
2005 compared to operating income $238,364, 4% of revenue in the second quarter
of 2004, and decreased to $287,693, 2% of revenue for the first six months of
2005 compared to operating income of $489,985, 4% of revenue for the first six
months of 2004. We had net income of $168,468, 2% of revenue in the second
quarter of 2005 compared to net income of $192,892, 3% of revenue in the second
quarter of 2004, and net income of $213,621, 2% of revenue in the first six
months of 2005 compared to net income of $401,673, 3% of revenue in the first
six months of 2004. The decrease in operating and net income during 2005, as
compared to 2004, is primarily due to the combined effect of changes in product
mix and the resulting gross margin, and the increased selling, general and
administrative expenses.

We had income tax expense of $0 in the second quarters of both 2005 and 2004,
and income tax expense of $2,635 in the first six months of 2005 compared to
income tax expense of $3,615 for the first six months of 2004. Income tax
expense in 2005 and 2004 represents minimum tax payments due to the various
states in which we are required to file. We expect we will be able to realize a
portion of the deferred tax asset related to net operating loss carryforward in
2005, which would result in a partial reversal of the related valuation
allowance.

At June 30, 2005 and December 31, 2004, we had net current deferred tax assets
of $0, since the deferred tax assets have been fully offset by a valuation
allowance. Realization of our gross deferred tax assets is dependent on our
ability to generate taxable income in the year the assets are realized. Under
FAS 109 Accounting for Income Taxes, guidance has been issued relating to
cumulative losses in recent years. Under this guidance, when there is a
cumulative pretax loss for financial reporting for the current and two preceding
years and a company does not have objective planning strategies designed to
realize its deferred tax assets, generally no deferred tax asset should be
recognized. In following this guidance, management has established a full
valuation allowance for all deferred tax assets. We expect to reverse a portion
of the related valuation allowance as we realize the underlying deferred tax
asset.
<PAGE>

As of June 30, 2005, our backlog of customer orders was $5,435,000 compared to
$3,337,000 on June 30, 2004. We estimate that approximately 65% of the backlog
will be shipped before December 31, 2005. Our backlog is for contract
manufacturing within the Apllied Tachnology division only and can be
significantly affected by the timing of annual or semi-annual purchase orders
placed by our customers.

Liquidity and Capital Resources

Our primary sources of liquidity have consisted of cash flow from operations,
borrowings under our revolving line of credit and other financial arrangements
described below. In prior years, we also have increased working capital through
the issuance of stock and we may do so in the future.

Cash flows provided by operating activities for the first six months of 2005
were $37,262, compared to cash flows provided by operating activities for the
first six months of 2004 of $1,228,250. The change in cash flows during the
first six months of 2005 was primarily associated with the changes in net
income, an increase in accounts receivable balances due to substantial product
sales in the third month of the current quarter, and a decrease in accounts
payable partially offset by a decrease in inventory.

Our working capital at June 30, 2005 was $6,005,901 compared to $6,332,779 at
June 30, 2004. The portion of working capital represented by cash at such dates
was $225,858 and $635,862 respectively. The ratio of current assets to current
liabilities decreased to 3.12 at June 30, 2005 from 3.82 at June 30, 2004.

We have a $3,000,000 open line of credit arrangement with a financial
institution. The line of credit matures on May 29, 2006, is collateralized by
accounts receivable and inventories, and bears interest at the financial
institution's prime rate, 6.25% at June 30, 2005 and 5.25% at December 31, 2004.
We owed $517,405 on the line of credit at June 30, 2005 and $0 at December 31,
2004. Under the line of credit agreement, we are restricted from declaring cash
dividends. In addition, our line of credit contains certain financial covenants.
In the second quarter of 2005, we failed to meet one financial covenant of the
line of credit. We received a waiver for such covenant. As of December 31, 2004,
we were in compliance with all financial covenants. The line of credit was
renewed on May 2, 2005.

On April 18, 2001, we entered into a Term Loan Agreement with a bank for the
amount of $1,000,000. This agreement is secured by our manufacturing facility.
The proceeds from the Term Loan Agreement were used to reduce the balance on our
line of credit. The agreement was originally due on May 15, 2003. The Term Loan
Agreement which was renegotiated effective May 15, 2003, is now due May 15, 2008
and is being amortized over a thirteen-year term at an interest rate of 5.4%. We
owed $793,347 on the Term Loan Agreement at June 30, 2005.

In 1997, we completed construction of our 51,000 square foot headquarters and
manufacturing facility. The cost of this undertaking was $2,591,177. In 1996, we
negotiated a $2.0 million Industrial Development Bond ("IDB") to finance this
construction. As of June 30, 2005, the remaining principal balance on the IDB
was $1,200,000. During the first six months of 2005, the interest paid monthly
ranged from 1.83% to 3.09% (APR).

Purchases of leasehold improvements to our facilities, tooling and new
engineering, production and testing equipment totaled $397,380 for the first six
months of 2005 compared to $213,490 for the first six months of 2004. We expect
to spend approximately $600,000 during the remainder of 2005 for additional
manufacturing equipment and software, for normal replacement of aging equipment,
and manufacturing tooling related to our proprietary products.

Our expected principal liquidity requirements are working capital, investments
in capital expenditures, and debt reduction. We believe our sources of liquidity
are sufficient for operations during the coming twelve months. These sources
include our projected cash from operations and, if necessary, draw from our
existing revolving line of credit.

Off-Balance Sheet Items

We have no off-balance sheet items.
<PAGE>

Critical Accounting Policies and Estimates

In response to the SEC's Release numbers 33-8040 "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," and 33-8056, "Commission
Statement about Management's Discussion and Analysis of Financial Condition and
Results of Operations," we have identified the following critical accounting
policies that affect the more significant judgments and estimates used in the
preparation of the consolidated financial statements. The preparation of the
consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
judgments that affect our reported amounts of assets and liabilities, revenues
and expenses, and related disclosures. Our significant accounting policies are
included in our Annual Report on Form 10-K for the year ended December 31, 2004.

We evaluate our estimates and judgments on an ongoing basis. We base our
estimates on historical experience and on assumptions that we believe to be
reasonable under the circumstances. Our experience and assumptions form the
basis for our judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources. Actual results may vary from what
we anticipate and different assumptions or estimates about the future could
change our reported results. We believe the following accounting policies are
the most critical to us, in that they are material to the portrayal of our
financial statements and they require our most difficult, subjective, or complex
judgments in the preparation of our consolidated financial statements.

Allowance for Doubtful Accounts

As a general policy, collateral is not required for accounts receivable;
however, we periodically monitor the need for an allowance for doubtful accounts
based upon expected collections of accounts receivable, historical bad debt
rates, and specific identification of uncollectible accounts. Based on these
factors, we record an allowance to provide for accounts that we believe may not
be ultimately collectable. Additionally, customers' financial condition and
credit worthiness are regularly evaluated. Historically, losses on collections
have not been material.

Product and Inventory Obsolescence

Rapid change and technological innovation characterize the marketplace for
medical products. As a result, we and our customers are subject to the risk of
product and inventory obsolescence, whether from prolonged development,
government approval cycles, or the development of improved products or processes
by competitors. In addition, the marketplace could conclude that the task for
which a customer's medical product was designed is no longer an element of a
generally accepted diagnostic or therapeutic regimen. Accordingly, we write down
inventory that we believe is in excess or obsolete. Inventories are stated at
the lower of cost or market; cost is determined using the first-in, first-out
method.

Sales Returns and Warranty

We record a provision for estimated sales returns and allowances and warranty
reserve on products we have sold. These estimates are based on historical sales
returns and warranty expenses and other known factors. If the historical data we
use to calculate these estimates does not properly reflect future returns and
warranty expenses, revenue could be overstated or understated and expenses could
be understated or overstated.

Revenue Recognition

We recognize revenue from products sold directly to end customers when
persuasive evidence of an arrangement exists, the price is fixed and
determinable, shipment is made and title has passed, and collectibility is
reasonably assured. If such criteria are not met, revenue is deferred.

We recognize revenue from products sold to distributors when persuasive evidence
of an arrangement exists, the price is fixed and determinable, shipment is made
and title has passed, and collectibility is reasonably assured. If such criteria
are not met, revenue is deferred. There are no post-shipment obligations other
than warranty service related to the product, no rights to return the product
unless it is defective, no price protection, and no volume pricing rebates or
stock rotation rights.

Contracts to perform engineering design and product development services are
generally performed on a time and
materials basis.  Revenue generally is recognized as milestones are achieved.
<PAGE>

Impairment


We have made acquisitions in the past that included a significant amount of
fixed assets, goodwill, and other intangible assets. The cost of the acquired
companies was allocated first to identifiable assets based on estimated fair
values. Intangible assets consist of goodwill, contracts, patents, and licenses.

Effective in 2002, goodwill is no longer amortized but is subject to an annual
(or, under certain circumstances, more frequent) impairment test, based on a
comparison of the carrying value of the goodwill and the fair value of the
respective business unit. Other intangible assets continue to be amortized over
their useful lives and also will be subject to an impairment test. Estimated
fair value is typically less than values based on undiscounted operating
earnings because fair value estimates include a discount factor in valuing
future cash flows. There are many assumptions and estimates underlying the
determination of an impairment loss. Another estimate using different, but still
reasonable, assumptions could produce a significantly different result.
Therefore, impairment losses could be recorded in the future.

Currently, we assess the impairment of fixed assets and identifiable intangibles
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Factors we consider important that could trigger an
impairment review include the following:

o A significant underperformance relative to expected historical or projected
future operating results; o A significant change in the manner of how we use the
acquired asset or the strategy for our overall
         business;
o A significant negative industry or economic trend.

When we determine that one or more of the above indicators of impairment exist,
we evaluate the carrying amounts of the affected assets. The evaluation, which
involves significant management judgment, is based on various analyses including
cash flow and profitability projections. To the extent such projections indicate
that future undiscounted cash flows are not sufficient to recover the carrying
amounts of the related long-lived assets, the carrying amount of the underlying
assets will be reduced, with the reduction charged to expense, so that the
carrying amount is equal to fair value, primarily based on future discounted
cash flows, using a discount rate determined by management to be commensurate
with the risk inherent in our current business model.

In accordance with SFAS No. 142 goodwill and indefinite-lived intangible assets
must be reviewed annually (or more frequently under certain conditions) for
impairment in accordance with this Statement. This impairment test uses a fair
value approach, rather than the undiscounted cash flows approach previously
required. We are annually required to complete Step 1 of the impairment test
(determining and comparing the fair value of our reporting units to their
carrying values). As of March 31, 2005, we had one reporting unit with goodwill.
Step 2 is required to be completed if Step 1 indicates that the carrying value
of the reporting unit exceeds the fair value and involves the calculation of the
implied fair value of goodwill. We completed Step 1 of the impairment assessment
for the reporting unit with goodwill at its annual impairment testing date in
the second quarter of 2005. Based upon our valuation procedures, we determined
that the fair value of the reporting unit exceeded its carrying value. As such,
we were not required to complete Step 2 of the impairment test and no impairment
loss was recognized.

Net intangible assets and goodwill amounted to approximately $4.4 million as of
June 30, 2005. Net fixed assets amounted to approximately $4.4 million as of
June 30, 2005.

Income Taxes

Income taxes are recorded based on the liability method, which requires
recognition of deferred tax assets and liabilities based on differences between
financial reporting and tax bases of assets and liabilities measured using
enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. A valuation allowance is recorded to reduce
our deferred tax asset to an amount that is more likely than not to be realized,
as determined based on our analyses of projected taxable income, including tax
strategies available to generate future taxable income. Our analyses of future
taxable income are subject to a wide range of variables, many of which involve
our estimates, and therefore our deferred tax asset may not be ultimately
realized. As of June 30, 2005 a full valuation has been recorded for all
deferred tax assets.
<PAGE>

Other


As part of a nationwide investigation into billing practices associated with
enteral nutrition delivery products, particularly in regard to billing practices
for pumps and disposable delivery sets, on July 2, 2001, the U.S. Office of
Inspector General (OIG), served a subpoena on the ZEVEX, Inc. subsidiary.
According to published reports, the investigation involved most manufacturers,
distributors and health care service providers in the United States enteral pump
industry and similar subpoenas were served on many of those parties. The
subpoena requested documents relating to our enteral pump customers, marketing
and billing practices. We responded to the subpoena. Since October of 2001 we
have not been contacted further by the OIG, although we understand the
investigation is proceeding and we intend to cooperate with the investigation
when contacted again. At this time we are uncertain as to any future impact this
investigation will have on our operations or financial position.

-------------------------------------------------------------------------------

                 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE
                                ABOUT MARKET RISK
-------------------------------------------------------------------------------

For quantitative and qualitative disclosures about market risk affecting ZEVEX,
see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
which is incorporated herein by reference. Our exposure to market risk has not
changed materially since December 31, 2004.

-------------------------------------------------------------------------------

                         ITEM 4. CONTROLS AND PROCEDURES
-------------------------------------------------------------------------------

Our management, including our CEO and CFO, has evaluated the effectiveness of
our "disclosure controls and procedures" (the disclosure controls and other
procedures that are designed to provide reasonable assurance that for recording,
processing, summarizing, and reporting on a timely basis the information
required to be disclosed in the periodic reports that we file with the U.S.
Securities and Exchange Commission) as of the end of the second quarter.

The evaluation of our disclosure controls by the CEO and CFO included a review
of the controls' objectives and design, the operation of the controls, and the
effect of the controls on the information presented in this Quarterly Report.
Our management, including the CEO and CFO, does not expect that disclosure
controls can or will prevent or detect all errors and all fraud, if any. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Also, projections of any evaluation of the disclosure controls and
procedures to future periods are subject to the risk that the disclosure
controls and procedures may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Based on their review and evaluation as of June 30, 2005, and subject to the
inherent limitations as described above, our CEO and CFO have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) are effective. In addition, they are
not aware of any change in our internal control over financial reporting during
the quarter ended June 30, 2005 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

<PAGE>


                                     PART II

                                OTHER INFORMATION
-------------------------------------------------------------------------------

       ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------------------------------------------------------------------------------

During the second quarter ending June 30, 2005, there were 4,507 shares of
Common Stock issued to John T. Lemley, Chairman of Board for services rendered
during the first quarter of 2005. The share conversion price was $3.60 per share
as compared to the quoted market price on such shares which ranged from $3.91 to
$4.00 per share when the services were performed. The shares issued for services
were issued pursuant to the exemption form registration under SEC Rule 506.

-------------------------------------------------------------------------------

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------------------------

ZEVEX held its Annual Meeting of the Shareholders on May 18, 2005. At the Annual
Meeting, Phillip L. McStotts, David B. Kaysen and Dan M. Robertson were elected
to serve for a three-year term expiring at the 2008 Annual Meeting. The
following table summarizes the tabulation for each director nominee.
<TABLE>
<CAPTION>
<S>                          <C>                        <C>                        <C>                    <C>
---------------------------- -------------------------- -------------------------- --------------------------
Director nominee             Votes cast For             Votes Against              Votes Abstained
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Phillip L. McStotts          3,230,662                    53,370                   0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
David B. Kaysen              3,158,624                  125,408                    0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Dan M. Robertson             3,158,624                  125,408                    0
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

Directors whose three-year term of office continued after the meeting were:
David J. McNally and Bradly A. Oldroyd, whose term expires at the 2006 Annual
Meeting and John T. Lemley and Richard L. Shanaman whose terms expire at the
2007 Annual Meeting. Also, at the meeting, the shareholders were asked to ratify
the appointment of Ernst & Young LLP, Independent Registered Public Accounting
Firm, as independent auditors for the year ending December 31, 2005. Those
shareholders voting in favor of the proposal represent 3,259,482 shares of
ZEVEX's common voting stock, 800 shares were voted against the proposal, 1,900
shares abstained from voting. No other matters were voted upon at the meeting.

-------------------------------------------------------------------------------

                            ITEM 5. OTHER INFORMATION
-------------------------------------------------------------------------------

On July 22, 2004, the Company executed several strategic agreements (the
"Agreements") with Numico Trading B.V., a Netherlands corporation ("NTBV"), and
Nutricia International B.V., a Netherlands corporation ("Nutricia", and,
together with "NTBV", "Numico"). Nutricia and NTBV are wholly-owned subsidiaries
of Royal Numico N.V., a Netherlands corporation, which is a world leader in the
manufacturing and marketing of clinical nutrition products and related equipment
and accessories. Pursuant to these Agreements, Numico became the exclusive
distributor of certain ZEVEX enteral feeding pumps (the "Products") in over
thirty countries, including parts of Africa, Asia, Australia, Europe, the
Pacific Rim, and South America (the "Territory"). Also, pursuant to these
Agreements, the Company will become the exclusive manufacturer and supplier to
Numico of all clinical nutrition delivery pumps and accessories that are or will
be commercialized and placed or sold by Numico within the Territory. In a news
release, dated October 26, 2004, the Company disclosed that it had informally
agreed with Numico to amend the Agreements to delay the roll-out of the Products
and to make certain other amendments to these Agreements. Since the time of that
informal agreement in October of 2004, the parties continued to work under the
Agreements, but made no formal amendments to them.


<PAGE>


On July 8, 2005, the Company executed the signature pages to the amended and
restated Agreements (the "Amended Agreements") and delivered them to Numico. On
July 29, 2005, the Company received from Numico the signature pages to the
Amended Agreements that had been executed by Numico. The material amendments to
these Amended Agreements are as follows: (1) the roll-out of the Products was
extended by five months from January to May 2005 (and the Company first shipped
Products in May 2005); (2) Numico now has the right to terminate all the Amended
Agreements prior to December 31, 2005, if the Company fails to provide the
Products according to Numico's requirements for the launch of the Products in
specific countries within the Territory; and (3) certain other amendments, the
performance of which has already been accomplished. The effective date of these
Amended Agreements is May 31, 2005.

<TABLE>
<CAPTION>
<S>                 <C>                                                                                          <C>
-------------------------------------------------------------------------------

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------------

         (a)      Exhibits

         The following exhibits are attached hereto or are incorporated herein
         by reference as indicated in the table below:

         Exhibit                                                       Location if other
          No.     Title of Document                                    than attached hereto
         ------   -----------------                                    --------------------

         3.01*    Certificate of Incorporation                         Amendment No. 1 to Form S-1,
                                                                       filed October 24, 1997

         3.02*    Amended Bylaws                                       March 31, 2002 Form 10-Q
                                                                       filed May 10, 2002

         10.31    Amended and Restated Flocare 800 Manufacturing Agreement between ZEVEX International, Inc.
                  and Royal Numico, effective May 31, 2005.

         10.32    Amended and Restated Supply Agreement between ZEVEX International, Inc. and Royal Numico,
                  effective May 31, 2005.

         10.33    Amended    and    Restated    Disposal    Set    Components    Supply    Agreement    between
                  ZEVEX International, Inc. and Royal Numico, effective May 31, 2005.

         10.34    Amended  and  Restated  License   Agreement  between  ZEVEX   International,   Inc.  and  Royal
                  Numico, effective May 31, 2005.

         10.35    Amended  and  Restated  License   Agreement  between  ZEVEX   International,   Inc.  and  Royal
                  Numico, effective May 31, 2005.

         31.01    Rule 13a-14(a)/15d-14(a)
                  Certification of Chief Executive Officer

         31.02    Rule 13a-14(a)/15d-14(a)
                  Certification of Chief Financial Officer

         32.01    Section 1350 Certification of Chief Executive Officer

         32.02    Section 1350 Certification of Chief Financial Officer
</TABLE>

<PAGE>

         (b) Reports on Form 8-K.

                  On April 5, 2005, a Form 8-K was filed to disclose financial
         results for the fourth quarter and year ending December 31, 2004.

     *   Denotes  exhibits  specifically  incorporated  in this  Form 10-Q by
     reference  to other  filings  of the Company pursuant to the  provisions
     of Securities  and Exchange  Commission  Rule 12b-32 and  Regulation
     S-K.  These  documents are located under File No.  001-10287 at, among
     other  locations,  the  Securities  and Exchange Commission, Public
     Reference Branch, 450 5th St., N.W., Washington, D.C. 20549.

-------------------------------------------------------------------------------

                                   SIGNATURES
-------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

ZEVEX INTERNATIONAL, INC.

Dated:  August 4, 2005

                                     By   /s/ David J. McNally
                                       --------------------------
                                       David J. McNally, CEO
                                      (Chief Executive Officer)

                                      By   /s/ Phillip L. McStotts
                                        ------------------------------
                                       Phillip L. McStotts, Secretary
                                       (Principal Financial Officer)


<PAGE>
                                                                  Exhibit 10.31


              CONFIDENTIAL INFORMATION OF ZEVEX International, Inc.

[Confidential treatment has been requested as to certain portions of this
document. Each such portion, which has been omitted herein and replaced with an
asterisk [***], has been filed separately with the Securities and Exchange
Commission.]



          AMENDED AND RESTATED FLOCARE 800 PUMP MANUFACTURING AGREEMENT


         THIS AMENDED AND RESTATED FLOCARE 800 PUMP MANUFACTURING AGREEMENT
(this "Agreement") is entered into as of May 31, 2005 (the "Amendment Effective
Date"), by and between NUMICO TRADING B.V., a Netherlands corporation with its
principal offices at WTC Schiphol Airport, Tower E, Schiphol Boulevard 105, 1118
ZN Schiphol Airport, The Netherlands ("Numico"), NUTRICIA INTERNATIONAL B.V., a
Netherlands corporation with its principal offices at WTC Schiphol Airport,
Tower E, Schiphol Boulevard 105, 1118 ZN Schiphol Airport, The Netherlands
("Nutricia", and, together with Numico, "Customer"), and ZEVEX INTERNATIONAL,
INC., a Delaware corporation, with its principal offices at 4314 ZEVEX Park
Lane, Salt Lake City, Utah ("Supplier").

                                    RECITALS

         A.       Numico, Nutricia and Supplier entered into a Flocare 800 Pump
Manufacturing Agreement dated as of July 20, 2004.

         B. Numico and Nutricia are wholly-owned subsidiaries of Royal Numico
N.V. ("Royal Numico"), which is a world leader in the manufacturing and
marketing of clinical nutrition products and related equipment and accessories.

         C. Nutricia is a world leader in the manufacture and marketing of
clinical nutrition products.

         D. Numico specializes in the procurement of raw materials, packaging
materials and fully-finished products for use in the Nutricia clinical nutrition
business.

         E. Supplier is engaged in the business of developing, manufacturing and
marketing clinical nutrition delivery devices and accessories.

         F. The parties desire that Supplier manufacture and supply to Customer
Nutricia Flocare 800 Pumps, a pump that is currently manufactured by Nutricia,
all in accordance with the terms and conditions of this Agreement.

         G.       The parties wish to fully amend and restate the Flocare 800
Pump Manufacturing Agreement in its entirety.


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained in this Agreement, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Definitions. Capitalized terms not otherwise defined herein shall bear the
respective meanings given to them below:


<PAGE>

                  "Adjusted Minimum Purchase Commitment" shall mean the Minimum
         Purchase Commitment for Flocare 800 Pumps, as adjusted pursuant to
         Section 5(c)(ii) below.

                  "Bankruptcy Event" means that, with respect to an entity, such
         entity shall (a) make a general assignment for the benefit of creditors
         or an agent authorized to liquidate its assets, (b) become the subject
         of bankruptcy or insolvency proceedings or other proceedings for relief
         under any bankruptcy or other law for the relief of debtors, where,
         with respect to an involuntary petition in bankruptcy, the petition
         shall not have been stayed within thirty (30) days, (c) apply to a
         court for the appointment of a receiver or custodian for substantially
         all of its assets or properties, with or without consent, and such
         receiver is not discharged within thirty (30) days after appointment,
         or (d) adopt a plan of complete liquidation of its assets.

                  "CE Mark" shall mean an indication that a product complies
         with the essential requirements of applicable directives and that the
         product has been subject to conformity assessment procedures as
         provided in the directives.

                  "Change of Control of Customer" means (i) any transaction as a
         result of which any person or entity becomes the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of any of Numico or Nutricia,
         representing more than 50% of the total voting power of any of their
         then outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of the assets of any of Numico
         or Nutricia; in either case where the new controlling party would
         materially benefit from a failure of Supplier's business; provided,
         however, that a transaction shall not constitute a Change of Control if
         its sole purpose is to change the state of incorporation of Numico or
         Nutricia (as applicable) or to create a holding company that will be
         owned in substantially the same proportions by the persons who held the
         securities of Numico or Nutricia (as applicable) immediately before
         such transaction.

                  "Change of Control of Supplier" means (i) any transaction as a
         result of which any person or entity is the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of the Supplier representing more
         than 50% of the total voting power represented by the Supplier's then
         outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of Supplier's assets; in either
         case where the new controlling party would materially benefit from
         Customer's failure in the clinical nutrition market; provided, however,
         that a transaction shall not constitute a Change of Control (x) if its
         sole purpose is to change the state of Supplier's incorporation or to
         create a holding company that will be owned in substantially the same
         proportions by the persons who held Supplier's securities immediately
         before such transaction, or (y) if a then current officer or director
         of Supplier is the new controlling party or is a member of the group or
         entity that is the new controlling party; provided, however, that the
         new controlling party would not materially benefit from Customer's
         failure in the clinical nutrition market.

                  "Commercially Reasonable Efforts" shall mean those efforts
         that a reasonably prudent business person would make under similar
         circumstances, including entering into contractual arrangements in
         appropriate circumstances.
<PAGE>

                  "Customer Intellectual Property" shall mean the Customer
         Trademarks (as defined Section 13(b)(i)) and the Product Rights.

                  "Customer Trademarks" shall have the meaning set forth in
Section 13(b)(i).

                  "Flocare 800 Pump" shall mean the Nutricia Flocare 800 Pumps
manufactured by Supplier pursuant to this Agreement.

                  "Flocare [***] Pump" shall mean ZEVEX's [***] Pump, as it has
been customized for Customer.

                  "[***] Disposable Set Components License Agreement" means that
         certain Amended and Restated License Agreement for the [***] Disposable
         Set Components of even date herewith between the parties (or a
         subsequently amended version of such agreement, if any).

                  "[***] Disposable Set Components Supply Agreement" means that
         certain Amended and Restated [***] Disposable Set Components Supply
         Agreement of even date herewith between the parties (or a subsequently
         amended version of such agreement, if any).

                  "[***] Pump License Agreement" means that certain Amended and
         Restated License Agreement for the Flocare [***] Pump of even date
         herewith between the parties (or a subsequently amended version of such
         agreement, if any).

                  "[***] Pump Supply Agreement" means the Amended and Restated
         [***] Pump Supply Agreement of even date herewith between the parties
         (or a subsequently amended version of such agreement, if any).

                  "Initial Product Prices" means the prices at which Supplied
         Products shall be sold by Supplier to Customer or its affiliates, which
         will be calculated and determined in accordance with the formulas set
         forth in Exhibit A hereto.

                  "Maintenance and Service Agreement" means that certain
         Maintenance and Service Agreement between the parties (or a
         subsequently amended version of such agreement, if any).

                  "Material Costs" shall mean the actual purchase cost incurred
         by Supplier for any parts or materials necessary to manufacture the
         Supplied Products.

                  "Maximum Monthly Product Amount" means the maximum number of
         units of the Supplied Products that Customer may require Supplier to
         manufacture and supply in a particular month, as set forth in Exhibit
         B, but which may be adjusted pursuant to Section 7(d)(iii)(5) below.

                  "MicroMax Pump" shall mean the Nutricia MicroMax Pump.
<PAGE>

                  "Minimum Purchase Commitment" means the obligation of Customer
         to purchase in each calendar year during the Term the minimum number of
         units of the Flocare 800 Pump set forth in Exhibit C.

                  "Product Specifications" means the manufacturing and
         functional specifications for each Supplied Product to which such
         specifications apply, as set forth in Exhibit D hereto.

                  "Product Rights" means (i) all and any part or element of any
         technical documentation, memoranda, records, notes, data, processes,
         specifications, standards, and procedures, designs, techniques,
         technologies, concepts, methods, sketches, drawings, know-how, flow
         charts, reference materials, bills of materials, embodiments, work
         product, works-in progress (whether or not each respective element is
         complete), materials (in each case, whether or not reduced to tangible
         form), relating to the Supplied Products, and (ii) any and all (a)
         modifications, derivatives, alterations, improvements, enhancements or
         successors thereof, whether developed by or on behalf of Customer or
         Supplier, and (b) patents, copyrights, trademarks, service marks, trade
         dress, know-how, proprietary or confidential information (including
         trade secrets) and other intellectual or industrial property rights of
         any kind (whether or not reduced to tangible form) included in,
         pertaining to, or associated with, all of the foregoing; provided,
         however, that Product Rights shall not include any Supplier
         Intellectual Property.

                  "Related Agreements" means the [***] Pump Supply Agreement,
         the Disposable Set Components Supply Agreement, the [***] Pump License
         Agreement, the Disposable Set Components License Agreement, and the
         Maintenance and Service Agreement.

                  "Supplied Products" means the Flocare 800 Pumps and any New
         Products added to this Agreement pursuant to Section 5(d) below.

                  "Supplier's Facility" means Supplier's  manufacturing facility
         located at 4314 ZEVEX Park Lane, Salt Lake City, Utah, 84123.

                  "Supplier Intellectual Property" shall mean the Pre-Owned or
         Nonspecific Technology and Manufacturing Processes (as defined in
         Section 13(c) below).

                  "Territory" shall mean the countries designated in the
following chart:
<TABLE>
<CAPTION>
<S>                                                                             <C>                                       <C>

   ---------------------------------------------------------------------------- ---------------------------------------------
   Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,   Bulgaria, Czech Republic, Hungary, Poland,
   Latvia, Luxembourg,The Netherlands, Norway, Portugal, Spain, Sweden,           Slovakia, Ukraine, United Arab Emirates,
   Switzerland, United Kingdom                                                    Russia, Turkey ,
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Australia, New Zealand                                                         China, Indonesia, Malaysia, Taiwan
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Argentina, Brazil                                                              South-Africa
   ------------------------------------------------------------------------     ---------------------------------------------
</TABLE>


2.       Effective Date and Term. The term of this Agreement began on July 20,
         2004 (the "Effective Date"), and is perpetual (the "Term"); provided
         that at any time on or after January 1, 2008, either party may give
         notice to the other of its intention, for any reason, not to extend the
         Term of this Agreement, and, if such notice is given, the term of this
         Agreement shall expire two years from the date of such notice, unless
         it is earlier terminated pursuant to Section 15 below.
<PAGE>

3.       Appointment of Supplier. Subject to the other provisions of this
         Agreement, Customer hereby appoints Supplier, and Supplier hereby
         accepts such appointment, as a manufacturer and supplier of Flocare 800
         Pumps to Customer in the Territory.

4.       Certain Mutual Obligations.

(a)      Development of Transition Plan for Supplied Products. Within thirty
         (30) days after the Phase-Out Date (as that term is defined in Section
         5(d)(iii) of the [***] Pump Supply Agreement), the parties will work
         together in good faith to develop a plan (the "Transition Plan") for
         transitioning all manufacturing functions relating to the Flocare 800
         Pump to Supplier within twelve (12) months of the Phase-Out. The
         Transition Plan shall address in detail such issues as the transition
         of component suppliers from Customer to Supplier, assistance with
         regulatory matters, etc. Upon satisfaction of all conditions contained
         in the Transition Plan, the appointment of Supplier in Section 3 shall
         become an exclusive appointment such that Supplier shall be the
         exclusive manufacturer and supplier of Flocare 800 Pumps to Customer in
         the Territory. Notwithstanding anything to the contrary in this
         Agreement or any of the Related Agreements, Customer shall be free to
         obtain, manufacture, commercialize, market, place and sell Flocare 800
         Pumps at all times prior to the Phase-Out Date.

(b)      Review of Contingency Plan. Supplier has provided Customer with
         Supplier's proposed contingency plans for failure to meet any supply
         obligations set forth in the Agreement (the "Contingency Plan") to
         ensure continuity of supply in the event of adverse actions by Supplier
         or Supplier's suppliers. The parties will review such Contingency Plan
         and proposed changes thereto and will use good faith efforts to develop
         mutually acceptable updates at Quarterly Meetings (as defined in
         Section 7(f)(ii) below).

5.       Certain Customer Obligations.

(a)      Customer will establish and maintain a Declaration of Conformity on
         Supplied Products to establish the CE Mark for the Supplied Products,
         establishing Nutricia Medical Devices B.V. (Schiphol Boulevard, 261
         1118 BH, Schiphol Airport, The Netherlands) as the legal manufacturer
         of the Supplied Products in the Territory.

(b)      Subject to Section 4(a) of this Agreement and the provisions of the
         [***] Pump Agreement regarding exceptions to exclusivity, Customer will
         only place or sell in the Territory clinical nutrition pumps, [***]
         Pump Accessories (as defined in the [***] Pump Agreement), and [***]
         Disposable Sets (as defined in the [***] Pump Agreement) made from
         components that it has purchased from Supplier under this Agreement
         and/or the [***] Pump Agreement; provided, however, that:

(i)      if Customer is unable to place and/or sell the Supplied Products in any
         country of the Territory due to the failure to obtain or maintain
         governmental regulatory approval of such Supplied Products, then
         Customer may obtain from other manufacturers and/or suppliers, and
         place or sell in that country, clinical nutrition pumps, related
         accessories, and disposable sets with similar functionality to the
         Supplied Products, but only until Customer is allowed to place and/or
         sell the Supplied Products in that country;

<PAGE>

(ii)     if Customer receives a written request from one of its customers
         explicitly requiring Customer to provide clinical nutrition pumps other
         than the Flocare 800 Pump or the Flocare [***] Pump, then Customer may
         purchase the other clinical nutrition pumps so required from a
         supplier/manufacturer other than Supplier if Customer promptly provides
         written notice to Supplier of its intent to do so; and

(iii)    Customer may continue to obtain from parties other than Supplier and
         provide to its customers disposable sets for the Flocare 800 Pumps,
         MicroMax Pumps, and Nutromat Pumps.

(c)      Purchase Commitment.

(i)      Minimum  Purchase  Commitment;  Adjusted  Minimum  Purchase  Commitment
         -----------------------------------------------------------------------
         Customer  agrees to purchase  the  Adjusted  Minimum
         Purchase  Commitment  of the Flocare 800 Pump in each  calendar  year
         during the Term  beginning  January 1, 2005. If Customer fails to
         purchase  the Adjusted  Minimum  Purchase  Commitment  of Flocare 800
         Pumps on or before  December  15th of any given calendar year during
         the Term  (beginning with the calendar year that commences  January 1,
         2005),  then Customer shall pay to Supplier [***] U.S.  dollars
         (US $[***]) in immediately  available funds for each Flocare 800 Pump
         by which Customer was short of the Adjusted  Minimum  Purchase
         Commitment for that calendar  year.  Such fees will be invoiced by
         Supplier to Customer on or before  December  31st of the year to which
         they apply,  and  Customer  will pay such fees within 90 days of the
         end of the month in which they are  invoiced.  If Customer  timely pays
         in full any payment  arising  under the previous  sentence,  then such
         payment will be deemed to fully  satisfy  Customer's  obligations  with
         respect to the Minimum  Purchase  Commitment  of Supplied  Products for
         that calendar  year. In that case,  Customer's  failure to fulfill its
         Minimum  Purchase  Commitment of Supplied  Products for that calendar
         year will not thereafter be deemed a breach of this Agreement,  and, if
         it was previously deemed a breach, such breach will be deemed cured by
         such full and timely payment.

(ii)     Adjustment of Minimum Purchase Commitment. For each Flocare [***] Pump
         in excess of the number set forth on Exhibit E that Customer purchases
         from Supplier pursuant to the [***] Pump Supply Agreement during any
         given calendar year of the term, the Minimum Purchase Commitment of
         Supplied Products hereunder for that year shall be reduced by one. The
         Minimum Purchase Commitment, as adjusted pursuant to this Section
         5(c)(ii) shall be referred to herein as the "Adjusted Minimum Purchase
         Commitment."

(d)      New Products. By mutual written agreement, the parties may, from time
         to time, add to this Agreement additional products (each a "New
         Product"), including the MicroMax Pump, to be manufactured and supplied
         by Supplier under the terms and conditions hereof. Pricing and other
         specific terms for any such additional products shall be mutually
         agreed upon between the parties.

(e)      Regulatory Approvals. Customer will use Commercially Reasonable Efforts
         to maintain regulatory approvals of the Supplied Products in each
         country within the Territory.
<PAGE>


6.       Certain Supplier Obligations.

(a)      Manufacturing Practices and Standards.

(i)      Compliance with Standards and Specifications. Supplier represents and
         warrants that it has an established standard operating procedure
         ("SOP") for the manufacture and supply of the Supplied Products and
         that such SOP contains operating standards or procedures that are at
         least as good as those prevailing in the industry for a comparable
         supplier. Supplier will manufacture the Supplied Products according to
         (1) the Product Specifications applicable to the Supplied Products, (2)
         Supplier's SOP, and (3) standards of European Council Directive
         93/42/EEC of 14 June 1993 concerning medical devices. This Section
         6(a)(i) is not intended to limit Supplier's obligation to indemnify
         Customer under Section 16(a).

(ii)     Changes in Manufacturing Processes, Materials, or Components.

(1)      Changes Initiated by Supplier. During the Term of this Agreement,
         Supplier may propose to incorporate new technology or improve
         manufacturing processes by providing prior notice to Customer;
         provided, however, that Customer must approve, in its discretion, any
         such changes before Supplier may implement them.

(2)      Changes Initiated by Customer. Customer may propose changes to the
         Product Specifications or the general manufacturing process from
         time-to-time by submitting to Supplier a written engineering change
         request ("ECR"). With respect to each ECR submitted by Customer,
         Supplier shall determine and advise Customer in writing if the proposed
         change is acceptable. No changes to the Product Specifications or
         significant change to the manufacturing process shall be made without
         the prior approval of both parties hereto, which shall be evidenced by
         their signatures on the final ECR. All costs associated with an ECR,
         including scrapping of existing component inventory or rework costs,
         shall be borne by Customer and shall be agreed to in writing by the
         parties prior to implementing any change. Non-urgent ECRs shall be
         processed by Supplier within ten (10) working days, and acceptance or
         rejection of the request shall be acknowledged by Supplier within that
         time. In the event that Customer considers the ECR urgent, notice of
         such urgency shall be made at the time of request to Supplier, and the
         parties shall agree on a priority for the ECR. To expedite the
         implementation of approved, urgent ECRs, it may be necessary for
         Supplier to use redlined drawings and/or documentation to initiate the
         change. However, the use of any redlined drawings or documents for
         manufacturing purposes shall be permitted only upon the written
         approval of Customer.

(iii)    Packaging. Customer will provide Supplier with finished artwork to be
         used by Supplier in producing the Supplied product packaging which
         shall be subject, in all cases, to the final approval of Customer.

(b)      Inspection and Documents; Audits.
<PAGE>

(i)      Inspections by Customer.
         -----------------------
         Supplier shall permit  Customer or its agents,  during  reasonable
         business hours and upon at least two weeks advance  notice,  access to
         inspect  Supplier's  facility  where the Supplied  Products are
         manufactured,  handled, stored, or tested, as well as records relating
         to the manufacture,  storage,  handling,  or testing of the Supplied
         Products. Customer shall conduct such inspection in a manner as to
         minimize  disruption of Supplier's ongoing  operations,  and Supplier
         shall  reasonably  assist Customer with such  inspections.  Supplier
         hereby  acknowledges  and agrees that Customer's right to inspect
         Supplier's  facilities to ensure such compliance does not in any way
         limit Customer's  rights and that any failure by Customer to exercise
         such right(s)  shall not be held against  Customer for any reason
         whatsoever  and shall not diminish or constitute a waiver of Supplier's
         responsibility for the proper performance of its duties and obligations
         hereunder.

(ii)     Inspections by Government Authorities. Supplier shall extend the same
         inspection privileges set forth in Section 6(b)(i) to agents of the FDA
         or other governmental authorities as required by law. Supplier shall
         notify Customer within five (5) working days of any such inspection
         related to the Supplied Products. In addition, Supplier shall provide
         Customer with copies of any and all inspection reports relating to the
         manufacture of the Supplied Products from the FDA or other relevant
         governmental authority within five (5) working days of receipt of such
         reports.

(iii)    Documents and Records. Upon request by Customer, Supplier shall furnish
         Customer with complete and accurate information and copies of documents
         necessary for Customer to: (1) provide Customer assurance that the
         Supplied Products were manufactured and supplied in accordance with
         this Agreement and in compliance with applicable Laws (as hereinafter
         defined), (2) enable Customer to ensure that the Supplied Products
         comply with the labeling claims made for the Supplied Products, (3)
         secure all required governmental licenses, registrations or approvals
         for the Supplied Products, and (4) respond to all governmental
         inquiries or requests.

(iv)     Important Changes or Events. Supplier shall immediately inform Customer
         of any event or circumstance, including but not limited to, a Change of
         Control of Supplier, or an adverse change in the financial status of
         Supplier or its affiliated companies that may prejudice Supplier's
         ability to comply with any of its undertakings in this Agreement, and,
         particularly, that may affect its manufacture and supply of the
         Supplied Products, its capacity to meet the Maximum Monthly Product
         Amount, or any other matter that materially and adversely affects the
         ability of Supplier to perform its obligations under this Agreement.

(v)      No Waiver. Supplier acknowledges and agrees that Customer shall have
         the right, upon request, to confirm or verify that Supplier is in
         compliance with Section 6 hereof including the right to inspect
         Supplier's facilities pursuant to Section 6(b)(i) hereof to ensure such
         compliance.

(c)      No Conflicts. Supplier exclusively shall manufacture, package, and
         supply the Supplied Products for Customer to sell or place in
         accordance with Customer's specifications and the terms and conditions
         contained herein.
<PAGE>


(d)      Subcontractors; Suppliers and Distributors; Manufacturing Location.

(i)      Subcontractors. Supplier shall not subcontract with any third parties
         for the manufacture of the Supplied Products without the prior written
         approval of Customer, which approval shall not be unreasonably
         withheld. If such approval is given by Customer, Supplier shall exert
         Commercially Reasonable Efforts to ensure that such subcontractors
         (including suppliers and distributors) comply with the necessary
         manufacturing requirements relating to the manufacture of the Supplied
         Products.

(ii)     Suppliers.
         ---------
         Supplier will exert  Commercially  Reasonable  Efforts to assist
         Customer in gaining access and documentation from any supplier used by
         Supplier in performing its obligations  hereunder.  Supplier will exert
         Commercially  Reasonable Efforts to prevent its  suppliers  from
         supplying to any party other than Supplier (1) any patented  components
         used in the Supplied Products,  or (2) any components of the Supplied
         Products that are unique to the Supplied  Products.  To the extent
         Supplier, in connection with the revised launch and roll-out  schedule
         of Flocare 800 Pumps as  contemplated by this Amendment,  adjusts its
         materials and  components  inventory or  reschedules,  cancels or
         otherwise  modifies any orders placed to its  suppliers, Supplier shall
         be solely  responsible for any resulting costs and expenses
         (the parties  agreeing that Customer has previously been reimbursed by
         Supplier for all such costs and expenses incurred by Customer).

(iii)    Manufacturing Location. Supplier will manufacture and package the
         Supplied Products at Supplier's Facility.

(e)      Production Readiness. On or before October 1, 2005, Supplier's
         production processes and quality control procedures will have been
         validated as determined by a KEMA audit, if required by KEMA, in order
         to maintain a CE mark for the Flocare 800 Pumps. Supplier will
         reimburse Customer for all costs and expenses incurred in connection
         with re-audits required by KEMA after the initial audit, if any, in
         order to obtain such initial validation. If Supplier fails to obtain
         such validation on or before October 1, 2005, Customer shall have the
         right, in its sole discretion, to terminate this Agreement, immediately
         upon written notice to Supplier.

(f)      Compliance With Transition Plan. In the event Supplier fails to meet
         any of the provisions set forth in the Transition Plan, Customer shall
         have the right, in its sole discretion, to terminate this Agreement
         upon written notice to Supplier.

7.       Ordering, Supplying, and Rejecting Supplied Products.

(a)      Ordering Supplied Products. All Supplied Products shall be ordered
         through written Customer call-offs, as described in Section 7(d) below.

(b)      Terms and Conditions. The terms and conditions of this Agreement will
         apply to each call-off or shipment by Supplier hereunder, regardless of
         the terms and conditions of the terms stated on Supplier's invoice. The
         terms and conditions of Customer's form of purchase order or other
         business forms will not apply to any order notwithstanding Supplier's
         acknowledgment or acceptance of such call-off or shipment.
<PAGE>


(c)      Cancellation of Call-Offs by Supplier. Supplier reserves the right to
         cancel any call-offs placed by Customer as set forth above, or to
         refuse or delay shipment thereof, if Customer (i) fails to make any
         payment when due as provided herein or under the terms of payment set
         forth in any invoice or otherwise agreed to by Supplier and Customer,
         or (ii) otherwise fails to comply in all material respects with the
         terms and conditions of this Agreement and fails to cure such
         non-compliance within 60 days from the date Supplier notifies Customer
         of such failure to comply. No such cancellation, refusal or delay will,
         by itself, be deemed a termination or breach of this Agreement by
         Supplier.

(d)      Supplying Supplied Products.

(i)      Forecasts for Supplied  Products.
         --------------------------------
         Customer shall provide  Supplier by the tenth (10th)  calendar day of
         each month during the Term a rolling,  twelve-month  forecast of the
         number of product units of Supplied Products that it anticipates
         Supplier will be required to ship pursuant to Customer's  call-offs in
         each month of such  forecast  (the "Rolling  Forecast").  The Rolling
         Forecast for May 2005 through April 2006 (the "Initial  Rolling
         Forecast") is set forth on Exhibit F. Supplier  shall use the Rolling
         Forecast to plan  capacity and order raw  materials  and component
         parts to support  forecast  projections.  The new Rolling  Forecast
         provided in any given  month (the  "Current  Month's  Rolling
         Forecast")  may  increase  or  decrease  the forecasted  shipments  by
         Supplier  provided  by Customer  during the prior  month (the  "Prior
         Month's  Rolling  Forecast"); provided,  however,  that the Current
         Month's Rolling Forecast may not (1) revise the forecasted  quantities
         to be shipped for the month in which it is submitted  from the forecast
         for that month  contained in the Prior  Month's  Rolling  Forecast, (2)
         increase by more than thirty  percent (30%) the  forecasted  quantities
         to be shipped for the next full calendar  month after the current
         month,  as compared to the  forecasted  quantities to be shipped for
         that month as contained in the Prior Month's Rolling  Forecast,  or (3)
         increase by more than one hundred  percent (100%) the  forecasted
         quantities to be shipped for the second full calendar month after the
         current month,  as compared to the forecasted  quantities to be shipped
         for that month as contained in the Prior Month's Rolling Forecast.

(ii)     Inventory,  Components,  and Raw  Materials.
         -------------------------------------------
         Supplier  shall  maintain  sufficient  inventory and components to
         guarantee and minimize  Supplier's lead times and to fulfill
         Customer's  call-off  requirements  on a timely basis,  such that the
         Supplied Products  will be finished and ready for shipment on, or
         immediately  before,  the delivery  date as set forth on the related
         call-off.  Supplier shall acquire all raw and packaging  materials
         (e.g.,  inventory,  packaging  components,  parts,  labels, inputs,
         and other  materials  necessary  for the  manufacture,  supply,  and
         delivery  of  Supplied  Products)  solely  from manufacturers  and
         suppliers  that meet industry  standards of  acceptability  and comply
         fully with all Laws (as  hereinafter defined).  Supplier may purchase
         and maintain up to a six (6) month supply of raw  materials  and
         component  parts  necessary for the manufacture and supply of the
         Supplied Products  according to the 12-month forecast.  If Supplier so
         elects,  Supplier shall sell to Customer and Customer  shall buy any
         such raw  materials  and  component  parts that are not used by
         Supplier in accordance with the 12-month  forecast,  referred to in the
         previous  sentence,  within nine (9) months from the date they are
         received by Supplier at  Supplier's  standard  cost plus [***].  To
         assist  Supplier in  determining  the need for such items, Customer
         will  use  Commercially  Reasonable  Efforts  to  apprise  Supplier  of
         significant  developments,  such as  market conditions,  customer
         demand,  and sales  forecasts,  which may occur  with  respect  to its
         business  as it  relates to its requirements for Supplied Products.

<PAGE>

(iii)    Call-Offs and Shipment.

(1)      Lead Times for Shipment. Subject to the limitations on quantity set
         forth in Section 7(d)(iii)(2) below, Supplier shall ship the Supplied
         Products that Customer orders by call-off on or before the shipping
         dates requested by Customer in such call-off; provided, however, that
         Supplier will not be obligated to ship products any sooner than two
         weeks after it receives a call-off for such products from Customer,
         regardless of any language to the contrary in such call-off.

(2)      Quantities to be Shipped. Supplier will ship ordered quantities of
         Supplied Products in accordance with Customer call-offs, so long as the
         called-off quantities do not exceed the lesser of (A) 120% of the
         current month's forecasted requirements (as contained in the most
         current Rolling Forecast) and (B) the Maximum Monthly Product Amount.

(3)      Efforts to Fulfill Customer's Lead Times and Quantity Needs. If
         called-off quantities and shipment dates for Supplied Products do not
         comply with the quantity or lead-time limitations set forth in Sections
         7(d)(iii)(1) and (2) above, Supplier will nonetheless exert
         Commercially Reasonable Efforts to fulfill such call-offs in as timely
         a manner as reasonably possible; provided, however, that no penalty for
         late or partial delivery shall apply to any such call-offs.

(4)      Modification and Cancellation of Call-Offs by Customer. The quantity of
         Supplied Products to be shipped pursuant to a call-off may be reduced
         or cancelled by Customer no less than three (3) days prior to the
         required shipment date without penalty. If Customer cancels a call-off
         less than three (3) days prior to the shipment date, Customer shall
         reimburse all costs reasonably and actually incurred by Supplier in
         connection with such call-off, but such reimbursement shall never
         exceed the purchase price of the product units that were cancelled, as
         referred to in the call-off. Such costs shall be submitted by Supplier
         to Customer within ten (10) working days after the cancellation. Any
         such reimbursement shall be determined based on the actual cost of the
         specific materials required to be purchased, if any, for the canceled
         call-off if said materials are covered within the scope of the
         call-off, provided that no alternative use for such materials can be
         found by mutual agreement of the parties. Customer may increase the
         quantity of Supplied Products ordered pursuant to a particular call-off
         by up to 20%, without any attendant change to the shipment date, if
         Customer submits such a request to Supplier in writing and such request
         is received by Supplier no less than one week prior to the originally
         requested shipment date.

<PAGE>

(5)      Changes to Maximum Monthly Product Amount. During each Quarterly
         Meeting, the parties will review and consider the sufficiency of the
         Maximum Monthly Product Amount. If the parties mutually agree that an
         increase in the Maximum Monthly Product Amount is warranted based on
         the demand for the Supplied Products, then the Maximum Monthly Product
         Amount will thereafter be adjusted upward, effective as of the date
         mutually agreed by the parties.

(iv)     Shipment. All Supplied Products purchased by Customer hereunder will be
         shipped Ex Works (as defined in INCOTERMS 2000, International Chamber
         of Commerce), at Supplier's Facility. Customer will be responsible for
         and will pay all shipping, freight and insurance charges associated
         with the shipping of the products.

(v)      Title/Risk of Loss. Title to the Supplied Products purchased by
         Customer and all risk of loss or damage will pass to Customer when the
         products are delivered to a shipper at Supplier's Facility. Customer
         shall bear the risk of loss or damage in transit.

(vi)     Partial Shipments. Unless Customer clearly advises Supplier to the
         contrary in writing, Supplier may make partial shipments on account of
         Customer's orders, to be separately invoiced and paid for when due;
         provided, however, that if the aggregate price of shipping any
         called-off shipment is higher than the cost would have been if the
         entire shipment had been shipped at once, then Supplier will reimburse
         Customer for the difference in shipping cost, and provided further that
         all such partial shipments are received by the date on which the total
         shipment is due under the applicable call-off. Failure to ship all
         shipments required under a call-off shall constitute a Call-Off Breach
         under Section 17. Delay in delivery of any shipment shall not relieve
         Customer of its obligation to accept the remaining deliveries.

(vii)    Failure to Fulfill Call-Off or Purchase Order.

(1)      Notice. Supplier will notify Customer immediately of any real or
         anticipated delays that could impact the supply of Supplied Products or
         the ability of Supplier to fulfill its obligations under this Agreement
         including, but not limited to, component supply or labor shortages, or
         events which involve health, safety, building code, or regulatory
         issues or violations. Supplier shall, in the event of lost production
         time for any reason, except through the fault of Customer, give
         Customer first priority from among Supplier's other customers in making
         up production schedules.

(2)      Effect.
         ------
                  Without prejudice to Customer's other rights  hereunder,  if
                  Supplier is unable to fulfill any Customer call-off with
                  respect to Supplied  Products as to quantity or time of
                  shipment  (assuming  the  applicable  lead times and quantity
                  limitations  are  satisfied),  then  Supplier  will be subject
                  to a penalty with respect to the relevant  call-off or
                  purchase  order of 0.5% of the invoice price of that portion
                  of the call-off or purchase  order that is actually late in
                  shipment  for every day that the shipment  date of the
                  Supplied  Products  ordered  pursuant to that  call-off or
                  purchase  order is late;  provided,  however,  that the
                  aggregate  penalty under this section for late shipment with
                  respect to any call-off or purchase  order will be capped at
                  20% of the total  purchase price for such portion of the
                  call-off or purchase  order.  In any event,  the  penalties
                  set forth  herein  will apply only to  call-offs  and/or
                  portions of call-offs  representing  quantities of the
                  original call-off up to the applicable Maximum Monthly Product
                  Amounts for Supplied  Products ordered during any calendar
                  month during the Term (i.e., no penalty under this section
                  will apply to call-offs or portions of call-offs  during a
                  calendar month that exceed the applicable  Maximum Monthly
                  Product Amount for the Supplied Products).


(e)      Rejecting Nonconforming Supplied Products.

(i)      Defective  Supplied  Products.
         -----------------------------
         Customer will have no obligation to inspect incoming  shipments of
         Supplied  Products received from  Supplier.  However,  if after
         receiving  a shipment of  Supplied  Products,  Customer  reasonably
         determines  that any Supplied  Product or an entire lot of  Supplied
         Products  delivered  by Supplier  fails to meet the  Product
         Specifications, and/or any other  requirements  and other
         specifications  established or agreed to from time to time by Customer,
         and/or any other terms and conditions of this Agreement (the
         "Defective  Products"),  Customer shall notify  Supplier after
         discovery of the defect.  All Defective  Products,  other than any
         Defective  Products (or any portions  thereof)  retained by Customer
         for testing,  evaluating or sampling,  shall, at Customer's option,
         but not earlier than five (5) business days after notification to
         Supplier by Customer in writing,  be returned to Supplier,  at
         Supplier's  expense,  after  Customer has obtained a return merchandise
         authorization  number from Supplier for such products.  Supplier shall
         promptly repair or replace,  at Supplier's sole discretion,  all
         Defective Products returned to Supplier.  If Supplier receives any
         written notice of Defective Products, Supplier  shall, at Supplier's
         expense,  ship  replacement or repaired  Supplied  Products to the
         destination  designated by Customer as soon as reasonably  possible
         after receipt of such notice,  provided that Supplier  shall use its
         best efforts to make any such shipment ready for shipment within five
        (5) business days after receiving  returned Defective  Products.  In the
         event  that  Supplier  fails to do so,  Customer  may treat  such
         failure  as a  Call-Off  Breach  pursuant  to  Section  17.
         Notwithstanding  the foregoing,  neither Customer's failure to discover
         Defective Products nor any of the provisions set forth herein for
         dealing  with  Defective  Products  shall  prejudice  or affect
         Customer's  other  rights or  remedies  under this Agreement or under
         applicable Law (as hereinafter  defined),  including  Customer's rights
         to have Defective Products repaired or replaced under the Product
         Warranties set forth in this Agreement.

(ii)     Shortfall.
         ---------
         A "Shortfall" shall occur if Customer  reasonably  determines that
         there is either (A) a shortfall in the quantity of Supplied Products
         delivered by Supplier pursuant to a call-off,  and/or (B) any shipment
         of Supplied Products delivered by Supplier  pursuant to a call-off
         contains  Supplied  Products  that have defects that are manifest and
         easily  visible to the naked eye ("Visually  Defective  Products").
         Customer shall notify Supplier of any Shortfall within five (5)
         business days of the date the shipment is received by Customer at
         Customer's  distribution  center in Zoetermeer.  Visually  Defective
         Products shall be returned  to Supplier at  Supplier's  expense,  and
         Supplier  shall  repair or replace  them and  redeliver  them to
         Customer in the same manner as  Defective  Products  under  Section  7
         (e)(i)  above.  In the case of a Shortfall  in quantity, Supplier shall
         ship a quantity of Supplied  Products that are not Defective  Products
         and/or Visually  Defective  Products to the  destination  designated
         by Customer to fulfill the entire  Call-Off as soon as is  reasonably
         possible,  provided  that Supplier  shall use its best  efforts  to
         make any such  shipment  ready for  shipment  within  five (5)
         business  days after receiving  notification  of such Shortfall in
         quantity.  Any Shortfall that is identified by Customer and is
         communicated  in writing by Customer to Supplier within five (5)
         business days of Customer's  receipt of a shipment at Customer's
         distribution center in  Zoetermeer  shall be deemed a  Call-Off  Breach
         under  Section  17. If  Customer  does not  notify  Supplier  of a
         Shortfall within five (5) business days of Customer's receipt of a
         shipment at Customer's  distribution  center in Zoetermeer,
         a Call-Off Breach shall not be deemed to have occurred,  and Customer
         shall retain,  without limitation,  all its other rights
         and remedies conferred under this Agreement and the Related Agreements.
<PAGE>

(f)      Ongoing Communication and Business Review.

(i)      Designated Representative. Each party agrees to designate one
         individual within such party's organization to serve as such party's
         primary point of contact and representative (the "Designated
         Representative") in such party's relationship and communications with
         the other party as contemplated in this Agreement. These Designated
         Representatives shall also involve other appropriate operational,
         strategic, technical, and regulatory personnel in such communications.

(ii)     Quarterly  Meetings.
         -------------------
         The parties agree to hold a face-to-face  meeting at a minimum of once
         each calendar  quarter during the Term for such duration as the parties
         agree in good faith is necessary to address the various  issues that
         may arise  relating to the  performance of the parties under this
         Agreement (the  "Quarterly  Meetings").  The location of the Quarterly
         Meetings shall  alternate  between  Supplier's  Facility and a Customer
         facility in Europe.  The parties shall formulate in advance of each
         meeting a written agenda of material items that each party proposes
         should be considered  together in the meeting,  which agenda may
         include such items as on-time  delivery,  capacity  planning,  customer
         complaints,  device master record  review, performance forecasting,
         product development,  market feedback and trends (including competitor
         activity),  corrective action requests  review,  contingency  plan
         review,  product  training  and  support,  and sales  review.  The
         parties  shall make a reasonable effort to have the Designated
         Representative  present at each Quarterly Meeting, as well as such
         other individuals as would be  appropriate  in light of the agenda for
         the  meeting.  Each  party  shall bear all of its own costs and
         expenses associated  with its  participation  in the  Quarterly
         Meeting.  The  parties'  respective  rights  to  request  and  receive
         information  hereunder  will not be affected or limited by any subject
         or matter  discussed  or planned to be discussed at any Quarterly
         Meeting.

(g)      Warranty. Supplier warrants, for a period of twelve (12) months from
         the date of shipment from Supplier to Customer or any of Customer's
         distributors, resellers, or customers, as the case may be, that each
         Supplied Product shall be free from defects in materials, components,
         and workmanship and shall conform to the Product Specifications (the
         "Product Warranty"), under the following terms and conditions:
<PAGE>

(i)      Supplier must be notified in writing of the alleged defect(s) during
         the term of the warranty; and

(ii)     Supplier's warranty shall be voided in the event a Supplied Product is
         subject to abuse, accident, alteration, modification, tampering,
         misuse, or the unauthorized repair or service by anyone other than
         Supplier (other than service permitted or required to be performed by
         the user as explained in a Supplier-approved operator's manual for such
         product).

(h)      No Other Warranties. Supplier provides no warranties hereunder except
         as stated in this Agreement. THE WARRANTIES STATED IN THIS AGREEMENT
         AND THE RELATED AGREEMENTS ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL
         OTHER EXPRESS OR IMPLIED WARRANTIES. Furthermore, the warranties
         provided in this Agreement run only to Customer and not to Customer's
         customers or end users.

(i)      Supplier Obligations for Breach of Warranty. Supplier's obligation with
         respect to Supplied Products that it has supplied to Customer hereunder
         that fail to meet the Product Warranty set forth in Section 7(g) above
         shall be to repair or replace such Supplied Products, as set forth in
         greater detail in the Maintenance and Service Agreement. The remedies
         available to Customer thereunder for the failure of Supplied Products
         to comply with the Product Warranty set forth in Section 7(g) above
         will be the sole and exclusive remedies available to Customer under
         such Product Warranty. This Section 7(i) is not intended to limit
         Supplier's obligation to indemnify Customer for certain third-party
         products liability claims as described in Section 16(a)(i).

(j)      Warranty Claims. The parties have entered into the Maintenance and
         Service Agreement that will provide for the following: (i) reporting of
         product defects, (ii) the process for responding to warranty claims,
         and (iii) the process for repairing or replacing damaged or defective
         Supplied Products.

8.       Planning and Conduct of Business.

(a)      Suitable Inventory and Premises. At all times throughout the Term of
         this Agreement, Customer will maintain at least a four-week supply of
         Supplied Products on hand in one or more of its facilities. If at any
         time Customer's inventory of Supplied Products on hand is depleted
         below a projected four-week supply of such products, then Customer will
         promptly order sufficient additional Supplied Products to restore its
         inventory levels to a four-week supply. In addition, throughout the
         Term of this Agreement, Customer will maintain adequate inventory
         levels of the Supplied Products for demonstration and training
         purposes.

(b)      Conduct of Business. Each of Supplier and Customer will promote the
         business and company of the other in a manner that reflects favorably
         on the other, and each will avoid deceptive, misleading, or unethical
         business practices that are likely to be detrimental to the other, its
         business, or the general public.

(c)      Market Information and Planning. Each of Supplier and Customer will
         advise the other promptly after they receive information concerning the
         market for clinical nutrition delivery devices and will, from
         time-to-time, consult with each other with respect to market
         conditions, sales forecasting, product planning, and promotional
         activities; provided that neither party will be obligated to disclose
         any such information to the other if doing so would be a breach of such
         party's obligations to a third party to maintain the confidentiality of
         such information.
<PAGE>

(d)      Compliance with U.S. Export Laws. Customer understands that the
         Supplied Products are restricted by the United States Government from
         export to certain countries, and Customer agrees that it will not sell
         the Supplied Products in any way that will violate any of the export
         control laws or regulations of the United States ("U.S. Export Control
         Laws"). Supplier will inform Customer from time to time about
         applicable U.S. Export Control Laws and prohibited countries. Customer
         will provide to Supplier such documentation and certifications as may
         be required for compliance with the export control laws of the United
         States.

(e)      Governmental Approvals. If any approval with respect to this Agreement,
         or the registration thereof, shall be required at any time during the
         term of this Agreement, with respect to giving legal effect to the
         Agreement in a particular geographic location in which the Supplied
         Products are to be placed or sold, or with respect to compliance with
         exchange regulations or other requirements so as to assure the right of
         remittance abroad of U.S. dollars, Customer shall immediately take
         whatever steps may be necessary in this respect, and any charges
         incurred in connection therewith shall be for the account of Customer.
         Customer shall keep Supplier currently informed of its efforts in this
         regard.

9.       Inspections, Records, and Reporting.

(a)      Deliveries and Inventories. In the Quarterly Meetings, Customer will
         provide to Supplier information about Customer's deliveries of Supplied
         Products. In addition, upon either party's request, the other party
         will provide to the requesting party information about the providing
         party's inventory levels of Supplied Products and such other
         information as the requesting party may reasonably request.

(b)      Reports of Alleged Claims. Customer shall notify Supplier in writing of
         any claim or proceeding involving advertisement or distribution of the
         Supplied Products by Customer, including claims asserting infringement
         of any intellectual property rights by the Supplied Products, within
         ten (10) days after Customer learns of such claim or proceeding.
         Customer shall also report promptly to Supplier all claimed or
         suspected product defects relating to the Supplied Products.

(c)      Maintenance of Records. Customer shall maintain during and two (2)
         years beyond the life of the Flocare 800 Pumps its records, contracts
         and accounts relating to the distribution of the Flocare 800 Pumps, and
         shall permit examination thereof by authorized representatives of
         Supplier (i) in connection with any recall under Section 18 or (ii)
         after any written request by Supplier that is based on a reasonable
         determination by Supplier that it has need to verify the accuracy of
         information or reports previously provided to Supplier by Customer.
         With respect to sales to end users of the Flocare 800 Pumps, Customer
         shall track and require its dealers to track the location of pumps sold
         or placed with end users. Customer and each of its dealers shall
         maintain a record of pump location by serial number, location, and
         telephone/fax contact.
<PAGE>

10.      Supplier's Obligations.

(a)      Compliance with Laws. Supplier shall comply, and shall ensure that the
         storage, manufacture, packaging, labeling, supply, and delivery of
         Supplied Products or any components thereof, materially comply with
         applicable U.S. laws, regulations, rules, and orders (collectively,
         "Laws"), and shall make such adjustments as may be necessary to effect
         and maintain such compliance throughout the Term. Without limiting the
         generality of the foregoing, (i) Supplier's facilities shall comply
         with all product safety, sanitation, and environmental Laws, (ii) all
         Supplied Products shall be clearly and accurately labeled and packaged
         in the manner requested by Customer and otherwise as required by all
         Laws, and (iii) Supplier acknowledges that it is familiar with the
         Foreign and Corrupt Practices Act of the United States and agrees that
         it shall at all times comply with such act in carrying out and
         performing its duties under this Agreement.

(b)      Approvals. Supplier shall obtain, at its sole expense, all
         governmental, administrative, and other approvals, licenses, permits,
         and other authorizations and registrations necessary for the operation
         and conduct of its business, including without limitation, the
         manufacture and supply of the Supplied Products.

(c)      Obtain Inventory. Supplier shall obtain all inventory, equipment,
         employees, facilities, and any other item necessary in order to assure
         that Supplier has, and will have, the ability to perform its
         obligations hereunder in accordance with the terms and conditions
         hereof.

11.      Price and Payment Terms.

(a)      Prices. Customer shall pay Supplier for the Supplied Products at the
         Initial Product Prices. With respect to all Supplied Products, the
         Initial Product Prices shall remain unchanged until December 31, 2005.
         Beginning on January 1, 2006, and thereafter, the Initial Product
         Prices for the Supplied Products (or the Product Prices, as the case
         may be) may be increased by Supplier on an annual basis, based on the
         formula set forth in Exhibit A. The Product Price increases for the
         Supplied Products shall also be increased by Supplier by a percentage
         not to exceed any proportional increase in the ElectroMedical Apparatus
         Manufacturing PCU334510334510 Index published by the U.S. Department of
         Labor, Bureau of Labor Statistics (the "ElectroMedical Apparatus
         Index"), referenced back twelve (12) months prior to the effective date
         of such price change (such prices, as adjusted, the "Product Prices").
         Notwithstanding the schedule for increases in the Product Prices set
         forth herein, the Product Prices may increase from time to time due to
         changes in the Supplied Products implemented by the parties under
         Section 6(a)(ii)(2), as set forth therein. The Product Prices
         (including the Initial Product Prices) shall include the cost of all
         materials, but do not include shipping costs, taxes, charges, tariffs,
         and duties, which shall be paid by Customer.

(b)      Cost Savings. Supplier will exert Commercially Reasonable Efforts to
         reduce the costs of obtaining the materials and labor used in
         manufacturing of Supplied Products. To the extent that cost savings are
         actually realized from such efforts, the cost savings shall be split
         equally between the parties as set forth herein. These cost savings
         shall be determined by comparing the new cost of materials and labor to
         the costs that formed the basis for the applicable Initial Product
         Prices, with reliance on appropriate supporting data. These cost
         savings shall be shared by reducing the Initial Product Prices by an
         amount equal to one half of the cost savings.
<PAGE>

(c)      Payment Terms. Supplier shall provide an invoice to Customer based on
         the actual amount of Supplied Products shipped to Customer or its
         designee(s). Customer shall cause payment for the Supplied Products
         purchased from Supplier under the terms of this Agreement to be made no
         later than ninety (90) days from the end of the month in which the
         product was shipped. Late payments will be subject to a 1.5% penalty
         per month. All payments will be made via wire transfer in United States
         currency.

12.      Representations and Warranties.

(a)      Supplier's Representations and Warranties. Supplier hereby represents
         and warrants to Customer that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Supplier to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    Prior to purchase of Supplied Products by Customer hereunder, Supplier
         will own title to those Supplied Products free and clear of liens and
         encumbrances;

(iv)     It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(v)      To the knowledge of Supplier, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Supplier
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(vi)     Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Supplier hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Supplier or any officer,
         director, employee or controlling person of Supplier is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and

(vii)    No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Supplier in accordance with its terms.

(b)      Customer's Representations and Warranties. Customer hereby represents
         and warrants that:
<PAGE>

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Customer to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(iv)     To the knowledge of Customer, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Customer
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Customer hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Customer or any officer,
         director, employee or controlling person of Customer is a party, or
         which is or purports to be binding upon any of the foregoing persons;

(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Customer in accordance with its terms.;
         and

(vii)    The Flocare 800 Pump was designed in accordance with IEC 60601-1,
         Medical electrical equipment - Part 1: General requirements for safety;
         and IEC 60601-2, Medical electrical equipment - Part 1-2: General
         requirements for safety - Collateral standard: Electromagnetic
         compatibility - Requirement and tests (the "Design Requirements"), and,
         in its current form, the design for the Flocare 800 Pump is compliant
         with the Design Requirements and the Product Specifications.

13.      Intellectual Property.

(a)      Manufacturing License. Customer hereby grants to Supplier the exclusive
         right and license to manufacture the Supplied Products under all
         Product Rights for the Supplied Products. The Product Rights shall not
         be used by Supplier for any purpose other than the manufacture of
         Supplied Products to be produced for Customer by Supplier pursuant to
         this Agreement. The foregoing licenses of the Product Rights shall
         terminate upon the termination for any reason of this Agreement.
         Supplier acknowledges that the Product Rights are owned by Customer and
         Supplier shall make no claim of ownership or license to such Product
         Rights at any time.

(b)      Trademark Licenses.
<PAGE>

(i)      Customer  hereby  grants  to  Supplier,  throughout  the  term of this
         Agreement,  a  limited,  exclusive,  non-transferable, royalty-free
         license solely to use the  trademarks,  service marks,  trade names,
         and logos owned by or licensed to Customer (the "Customer  Trademarks")
         in labeling and packaging the Supplied  Products for Customer for the
         remainder of the Term only and not  thereafter,  and at all times
         subject to Customer's  specifications  and the terms and conditions of
         this  Agreement. Supplier  hereby  agrees that  Customer  Trademarks
         shall only be affixed to the Supplied  Products.  Supplier  shall have
         no rights to use Customer  Trademarks  other than for  purposes of
         labeling  and  packaging  Supplied  Products  pursuant to this
         Agreement,  which  labeling  and  packaging  shall be in the form and
         substance  previously  approved in writing by Customer. Supplier agrees
         to submit copies of the proposed manner, use, and layout of Customer
         Trademarks for approval by Customer,  in Customer's  sole and absolute
         discretion,  prior to Supplier  using Customer  Trademarks as set forth
         herein.  Supplier shall not use Customer  Trademarks in advertising
         or  promotional  campaigns or otherwise,  or use any  confusingly
         similar names, marks, or logos, in any manner that, in Customer's sole
         and absolute  discretion,  may be inconsistent  with Customer's public
         image or be  misleading  or harmful  to  Customer.  Supplier
         acknowledges  and  agrees  that  Customer  Trademarks  are owned
         exclusively  by, or licensed by third  parties to,  Customer  and that
         Supplier has neither  acquired  nor shall  acquire any rights  therein.
         Supplier  shall not assert or claim any rights over  Customer
         Trademarks  nor contest same or challenge the validity  thereof.  The
         term  "exclusive," as used in this Section  13(b)(i) shall mean that
         Customer and Supplier will be the only  parties  entitled to use the
         Customer  Trademarks  as set forth above.  The term  "exclusive,"  as
         used in this Section 13(b)(i)  shall not  constitute  or impose any
         limitation  on the manner in which  Customer  may use or license the
         Customer Trademarks in connection with any product other than the
         Supplied  Products.  Notwithstanding  the license granted herein, the
         Customer Trademarks shall remain the property of Customer.

(c)      Retention of Rights. Customer shall retain whatever exclusive or
         non-exclusive rights or licenses it may have with respect to all
         Product Rights relating to the Supplied Products. Specifically, unless
         otherwise specifically agreed between Supplier and Customer in writing,
         all inventions conceived, developed, reduced to practice or created by
         Supplier or its employees, consultants or agents in the course of
         Supplier's services for Customer hereunder will be owned by Customer
         ("Customer Intangibles"); provided, however that Supplier shall retain
         ownership and all rights of the Supplier Confidential Information and
         all "Pre-Owned or Nonspecific Technology and Manufacturing Processes,"
         which shall be defined as follows: Supplier's proprietary electronic
         technology and processes and know-how and assembly and manufacturing
         processes, technology and know-how, including such technology and
         know-how either (i) developed or acquired by Supplier prior to the
         execution of this Agreement, or (ii) developed or acquired by Supplier
         after such date where such development or acquisition was not within
         the scope of the Supplied Product, or Supplier's services under this
         Agreement and was not developed with the use (in whole or in part) of
         any of Customer's Confidential Information. In furtherance of the
         foregoing, Supplier will promptly disclose to Customer all Customer
         Intangibles and Supplier hereby assigns to Customer all of Supplier's
         right, title, and interest in and to Customer Intangibles. Each party
         will take all further actions, including, without limitation, execution
         and delivery of assignments and other documents, reasonably requested
         by a party, at the requesting party's expense, all in order to enable
         such party to protect the same and perfect its legal rights in the
         Customer Intangibles or Supplier Pre-Owned or Nonspecific Technology
         and Manufacturing Processes, as applicable, and ownership thereof by
         whatsoever legal means such party deems reasonably appropriate.
<PAGE>

(d)      Disclosure of Manufacturing Information. Customer shall disclose to
         Supplier without charge all technical information and know-how
         possessed by Customer related to the design, process, operations, raw
         materials, and other components used in the production of Supplied
         Products, and the methods and apparatus used to enable Supplier to
         manufacture such Supplied Products at the capacities, in the
         quantities, with the quality, and otherwise in accordance with the
         provisions of this Agreement. Supplier shall use all such information
         and data solely for the purpose of performing its obligations
         hereunder. Customer shall promptly disclose to Supplier in writing
         improvements in the design, process and operations resulting from
         ongoing research and development in the manufacture of Supplied
         Products to be manufactured by Supplier for Customer. All such later
         information disclosed by Customer to Supplier shall be treated as
         Customer's Confidential Information in accordance with the terms of
         this Agreement.

(e)      Customer Tooling. Supplier shall procure, at Customer's expense, such
         special tooling, molds, dies and equipment as shall be identified and
         agreed upon by Customer and Supplier (the "Customer Tooling"). The
         tooling specifications and cost shall in each case be subject to
         Customer's prior written approval. Customer shall pay within 10 days of
         receipt of invoice from Supplier an amount equal to the first deposit
         charge for each tooling item required by Supplier's tooling supplier.
         Remaining amounts for Customer tooling will be paid by Customer within
         30 days of receipt of invoice. Supplier shall provide Customer with
         third party invoices for such Customer Tooling to verify the amounts to
         be reimbursed. Customer shall have and retain ownership of all Customer
         Tooling and drawing, sketches, and similar items utilized by Supplier
         in performing its manufacturing and other obligations hereunder.
         Ownership by Customer of any patent, or rights with respect to such
         patent, in any way relating to the Supplied Products shall be and
         remain with Customer. Supplier shall be responsible for periodic
         maintenance of Customer Tooling and for any costs associated with
         damage to the production tooling caused by Supplier's negligence,
         normal wear and tear excluded; replacement costs associated with new or
         additional Customer Tooling will be the responsibility of Customer.
         Customer Tooling shall be delivered to Customer promptly upon
         termination of this Agreement and payment in full by Customer of all
         amounts due Supplier pursuant to this Agreement.

(f)      Representations and Warranties regarding Intellectual Property.
         Customer represents and warrants that:

(i)      Customer is the sole legal and beneficial owner of the Customer
         Intellectual Property.

(ii)     To the best knowledge of Customer, none of the Customer Intellectual
         Property infringes or is alleged to infringe upon any patents or other
         intellectual property rights of any third party.

(g)      Notice of Infringement.
<PAGE>

(i)      Supplier shall promptly notify Customer of any actual or apparent
         infringement of Customer Intellectual Property of which Supplier
         becomes aware. Customer may, at its sole option and expense, prosecute
         any suit it deems necessary or appropriate to protect any of Customer's
         rights to Customer Intellectual Property from and against infringement
         by third parties anywhere in the world and Supplier shall cooperate
         fully with Customer in connection with any such action.

(ii)     Customer shall promptly notify Supplier of any actual or apparent
         infringement of Supplier Intellectual Property of which Customer
         becomes aware. Supplier may, at its sole option and expense, prosecute
         any suit it deems necessary or appropriate to protect any of Supplier's
         rights to Supplier Intellectual Property from and against infringement
         by third parties anywhere in the world and Customer shall cooperate
         fully with Supplier in connection with any such action.

14.      Confidential Information.

(a)      Confidential and Proprietary Information.

(i)      Supplier  Obligations  with  respect  to  Customer  Confidential
         ----------------------------------------------------------------
         Information.
         -------------
         Supplier  agrees  to  hold  all  confidential information of Customer
         and its affiliated  companies,  including without limitation,  any
         information  relating to Customer's and its affiliates'  business
         operations,  price lists,  manufacturing data, marketing  information
         strategies,  customer or product lists,  research and  development
         information  and all other  information  disclosed by Customer or its
         affiliates to Supplier  ("Customer  Confidential  Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone else nor for the purpose of
         developing  or improving a product or method for anyone  except
         Customer.  Supplier  agrees to limit  dissemination  of and access to
         Customer  Confidential  Information  only to the persons within
         Supplier's  organization and Supplier's affiliated  organizations,
         including their respective third party contractors, subcontractors,
         manufacturers and business partners,  and then only to those persons
         who have a need for access thereto,  and who have  entered into a
         restrictive  agreement  prohibiting  such  personnel  from doing
         anything  with respect to Customer Confidential  Information that
         Supplier would itself be prohibited from doing under this Agreement.
         Notwithstanding  anything to the contrary  herein,  Supplier may make
         such  disclosures as necessary in connection  with the  preparation,
         filing,  and dissemination of its filings with the U.S.  Securities and
         Exchange  Commission  (e.g.,  10-Ks,  10-Qs, and 8-Ks) and/or other
         disclosures as required by applicable law;  provided,  however,  that
         it shall first notify Customer of any such disclosure in order that the
         parties may seek appropriate confidential treatment for information
         they deem to be confidential.

(ii)     Customer  Obligations  with  respect  to  Supplier  Confidential
         ----------------------------------------------------------------
         Information.
         -------------
         Customer  agrees  to  hold  all  confidential information of Supplier
         and its affiliated  companies,  including without limitation,  any
         information  relating to Supplier's and its affiliates'  business
         operations,  price lists,  manufacturing data, marketing  information
         strategies,  customer or product lists,  research and development
         information,  and all other  information  disclosed by Supplier or its
         affiliates to Customer  ("Supplier  Confidential  Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own  benefit  or that of anyone  else.  Customer  agrees to limit
         dissemination  of and access to  Supplier  Confidential Information
         only to the persons within Numico,  Royal Numico,  and Nutricia,  and
         their  affiliates,  their  respective third party contractors,
         subcontractors,  manufacturers and business  partners,  and then only
         to those persons who have a need for access  thereto,  and who have
         entered into a  restrictive  agreement  prohibiting  such  personnel
         from doing  anything with respect to Supplier  Confidential
         Information and such  information that Customer would itself be
         prohibited from doing under this  Agreement.  Notwithstanding  anything
         to the  contrary  herein,  Customer  may make such  disclosures  as
         necessary  in connection with the preparation,  filing, and
         dissemination of disclosures as required by applicable law;  provided,
         however, that it shall first  notify  Supplier of any such  disclosure
         in order that the  parties  may seek  appropriate  confidential
         treatment for information they deem to be confidential.
<PAGE>

(b)      Use of Confidential Information of Other Parties. Each party
         represents, warrants, and covenants that it will not use in the course
         of its performance under this Agreement, or disclose to the other
         parties hereto, any confidential or proprietary information of any
         third party (including competitors of the other parties) without the
         prior written consent of the party to whom such confidential or
         proprietary information belongs.

(c)      Disclosure does not constitute a License. Neither the execution of this
         Agreement nor the disclosure of any confidential or proprietary
         information by one party to the other hereunder shall be construed as
         granting to the recipient of such information, by implication or
         otherwise, any right in, or license to, other than expressly contained
         herein, any present or future proprietary information, patent,
         trademark, copyright invention, now or hereinafter, owned or controlled
         by the disclosing party. Each party will be authorized to use the other
         party's confidential information that is disclosed hereunder only for
         such purposes as are expressly contemplated by this Agreement.

(d)      Notice of Unauthorized Disclosure. If either party becomes aware of any
         unauthorized disclosure of the other party's confidential information,
         it will immediately notify the other party of such unauthorized
         disclosure and will take all reasonable steps to mitigate the potential
         harm associated with such unauthorized disclosure.

(e)      Survival. The provisions regarding Confidential Information shall
         survive the termination or expiration of this Agreement, except that
         such obligations shall not limit Customer's rights under the Related
         Agreements.

15.      Termination.

(a)      Termination Events.

(i)      Upon a Bankruptcy Event of Customer, Customer shall notify Supplier
         thereof within one (1) business day thereof. Supplier may elect to
         terminate the Agreement by giving written notice to Customer within
         thirty (30) days of that notice.

(ii)     Upon a Change of Control of Customer, Customer shall notify Supplier
         thereof within one (1) business day of the public announcement thereof.
         Thereafter, Supplier may elect to terminate the Agreement by giving
         notice to Customer within thirty (30) days of the public announcement
         of the Change of Control of Customer.
<PAGE>

(iii)    Upon the failure of Customer to pay to Supplier monies when due by
         Customer to Supplier hereunder or under any of the Related Agreements,
         Supplier may give notice to Customer of such non-payment. Thereafter,
         if Customer fails to pay such monies to Supplier within five (5)
         business days of such notice, then the Agreement shall terminate on
         that 5th business day. If Customer pays the monies due to Supplier
         within those five (5) business days, then this Agreement shall not
         terminate.

(iv)     Upon a material  breach of this  Agreement  by  Customer,  Supplier may
         give notice to Customer of such  material  breach.  If Customer  fails
         to cure such material  breach within sixty (60) days of such notice,
         then this Agreement may be terminated by Supplier  at any time  during
         the  period  that  begins on the  sixtieth  (60th) day  following  such
         notice and ends on the ninetieth  (90th) day following such notice
         (the "Supplier  Termination  Period") by giving written notice of such
         termination to Customer before the expiration of the Supplier
         Termination  Period.  Supplier's failure to terminate this Agreement
         during the Supplier  Termination  Period will  constitute a waiver of
         Supplier's  rights to terminate this Agreement by reason of the
         applicable  material  breach,  but will not constitute a waiver of
         Supplier's  other rights and remedies under this Agreement, or a waiver
         of future similar breaches.

(v)      Upon a Bankruptcy Event of Supplier, Supplier shall notify Customer
         thereof within one (1) business day thereof. Customer may elect to
         terminate the Agreement by giving written notice to Supplier within
         thirty (30) days of that notice.

(vi)     Upon a Change of Control of Supplier, Supplier shall notify Customer
         thereof within one (1) business day of the public announcement thereof.
         Thereafter, Customer may elect to terminate the Agreement by giving
         notice to Supplier within thirty (30) days of the public announcement
         of the Change of Control of Supplier.

(vii)    Upon a material  breach of this  Agreement  by  Supplier,  Customer may
         give notice to Supplier of such  material  breach.  If Supplier cures
         such material  breach within sixty (60) days following such notice,
         then this Agreement shall not terminate by reason of that breach.  If
         Supplier  fails to cure such  material  breach  within  sixty (60) days
         of such  notice,  then this Agreement may be terminated  by Customer at
         any time during the period that begins on the sixtieth  (60th) day
         following  such notice and ends on the ninetieth  (90th) day  following
         such notice (the  "Customer  Termination  Period") by giving  written
         notice of such  termination  to Supplier  before the  expiration of the
         Customer  Termination  Period.  Customer's  failure to terminate this
         Agreement  during the Customer  Termination  Period will constitute a
         waiver of Customer's  rights to terminate this Agreement by reason of
         the applicable  material  breach,  but will not constitute a waiver of
         Customer's other rights and remedies under this Agreement, or a waiver
         of future similar breaches.

(viii)   At any time after January 1, 2008,  Customer may terminate this
         Agreement by giving  two-years  notice  pursuant to Section 2 above.
<PAGE>

(ix)     At any time after January 1, 2008,  Supplier may terminate this
         Agreement by giving  two-years  notice  pursuant to Section 2 above.

(x)      This Agreement shall terminate if Customer sends a notice of
         termination of this Agreement due to Supplier's failure to fulfill a
         call-off pursuant to the "Termination Remedy" described in Section
         17(c)(iii) below.

(xi)     This Agreement shall terminate upon termination of the [***] Pump
         Supply Agreement.

(xii)    Upon termination of the [***] Pump License Agreement pursuant to
         Section 5(b)(iv) thereof, this Agreement shall terminate
         contemporaneously with the termination of the [***] Pump License
         Agreement.

(xiii)   Upon termination of the [***] Pump Supply Agreement pursuant to Section
         16(a)(iv) thereof, this Agreement shall terminate contemporaneously
         with the termination of the [***] Pump Supply Agreement.

(xiv)    Upon an uncured material breach of the Disposable Set Components Supply
         Agreement by Customer, Supplier may terminate this Agreement.

(xv)     Upon an uncured material breach of the Disposable Set Components
         License Agreement by Customer, Supplier may terminate this Agreement.

(xvi)    Upon termination of the Disposable Set Components Supply Agreement
         pursuant to Sections 15(a)(i), (ii) or (iii) thereof, this Agreement
         shall terminate contemporaneously with the termination of the
         Disposable Set Components Supply Agreement.

(xvii)   Upon termination of the Disposable Set Components License Agreement
         pursuant to Sections 5(b)(i), (ii) or (iii) thereof, this Agreement
         shall terminate contemporaneously with the termination of the
         Disposable Set Components License Agreement.

(xviii)  This Agreement shall terminate if Customer terminates any Related
         Agreement (or sends a notice of such termination) on or before the date
         of Supplier's satisfaction or failure to satisfy the milestone for
         Phase 5 of the Start-Up Plan under the [***] Pump Supply Agreement, or
         if Customer terminates, at any time, either the [***] Disposable Set
         Components Supply Agreement or the [***] Pump Supply Agreement based on
         Supplier's failure to satisfy the milestone for Phase 5 of the Start-Up
         Plan. Any such termination under this provision shall be effective as
         of the same date on which the termination of the other applicable
         agreement is effective.

(b)      Effect of Termination, Expiration or Non-Renewal.

(i)      Purchase of Inventory.
<PAGE>

(1)      Following the termination of this Agreement due to a Bankruptcy Event
         of Customer pursuant to Section 15(a)(i) above, or due to the Change of
         Control of Customer pursuant to Section 15(a)(ii) above, or due to the
         failure of Customer to pay monies to Supplier hereunder pursuant to
         Section 15(a)(iii) above, or due to a material breach of the Agreement
         by Customer pursuant to Section 15(a)(iv) above, then, within thirty
         (30) days of any such termination, Customer shall purchase all of
         Supplier's inventory of finished Supplied Products and all of
         Supplier's inventory of custom components for the Supplied Products;
         provided, however, that Customer shall not be required to purchase such
         inventories to the extent that they exceed Customer's forecasted
         requirements hereunder for ninety (90) days following the termination
         date.

(2)      Following the termination of the Agreement pursuant to Section
         15(a)(xviii) above, under the provisions of Section 17(c)(iii), due to
         a Bankruptcy Event of Supplier pursuant to Section 15(a)(v) above, or
         due to the Change of Control of Supplier pursuant to Section 15(a)(vi)
         above, or due to a material breach of the Agreement by Supplier
         pursuant to Section 15(a)(vii) above, then, within thirty (30) days of
         such termination, Customer may elect to purchase all or any portion of
         Supplier's inventory of finished Supplied Products and Supplier's
         inventory of custom components for the Supplied Products. If Customer
         elects to purchase less than all of these inventories, then Supplier,
         at its expense, shall destroy the remaining inventories of the custom
         components of the Supplied Products whether or not these components
         have already been incorporated into finished Supplied Products.
         Supplier may use for its own purposes all the remaining components of
         the Supplied Products that are not custom components for the Supplied
         Products.

(ii)     Return of Materials  Upon  Termination.
         --------------------------------------
         Upon  termination,  expiration or  non-renewal  of this  Agreement,
         each party shall return to the other party all materials and documents
         containing  confidential  and  proprietary  information,  including any
         copies or extracts thereof,  and shall erase any copies thereof
         contained in any electronic or other memory device.  Supplier shall
         also return to Customer all Customer Tooling,  drawings,  sketches, and
         similar items utilized by Supplier in performing its manufacturing
         obligations  hereunder.  In addition, at that time each party shall
         immediately cease and desist from using any confidential or proprietary
         information of the other parties hereto for any purpose  whatsoever.
         Each party will certify to the other, within thirty (30) days after any
         such termination,  expiration,  or non-renewal of this Agreement,  that
         it has complied  with this  Section  15(b)(ii),  and,  upon  request by
         the other party,  will  provide  reasonable  evidence of such
         compliance.

(c)      Neither party in exercising its rights to terminate this Agreement in
         accordance with the terms and conditions hereof shall incur any
         liability whatsoever for any damage, loss or expense of any kind
         suffered or incurred by the other (or for any compensation to the
         other) arising from or incident to any such termination (except if such
         termination is for a material breach of this Agreement), expiration or
         non-renewal, whether or not the terminating party is aware of any such
         damage loss or expense. Any termination hereof shall not impair any
         rights nor discharge any obligations which have accrued to the parties
         as of the effective date of such termination.
<PAGE>

16.      Indemnification; Insurance.
(a)      Supplier's Indemnification. Supplier shall indemnify, defend and hold
         Customer, its affiliates, and their respective officers, directors,
         employees and agents (each, a "Supplier Indemnified Party"), harmless
         from and against any and all claims, demands, losses, costs, expenses,
         obligations, liabilities, damages, recoveries and deficiencies,
         including interest, penalties, reasonable attorneys' fees, costs of
         investigation and any legal or other expenses or costs ("Losses")
         incurred or suffered by any Supplier Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any third party product liability claim resulting from a
         manufacturing defect in any Supplied Product, (ii) any violation or
         infringement by Supplier upon any common law or statutory intellectual
         property rights of any third party that arises from or relates to
         Supplier Intellectual Property, or (iii) any inaccuracy or breach in
         any of Supplier's representations and warranties under this Agreement;
         provided, however, that Supplier shall have no obligation to indemnify
         Customer for any Losses to the extent such Losses are caused by any
         negligent or willful act or omission of Customer. The rights of
         Customer and obligations of Supplier relating to any failure of any
         Supplied Product to comply with the Product Warranty set forth in
         Section 7(g) above are described in the Maintenance and Service
         Agreement and in Section 7(i) above and nothing in this Section 16(a)
         will apply to or affect such rights and obligations.

(b)      Customer's Indemnification. Customer agrees to indemnify, defend and
         hold harmless Supplier, its affiliates, and their respective officers,
         directors, employees and agents (each, a "Customer Indemnified Party")
         from and against any and all Losses (as defined in Section 16(a) above)
         incurred or suffered by any Customer Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any third party product liability claim relating to an
         Supplied Product other than any such claim that is based upon a
         manufacturing defect, (ii) any violation or infringement by Customer
         upon any common law or statutory intellectual property rights of any
         third party that arises from or relates to Customer Intellectual
         Property, or (iii) any inaccuracy or breach in any of Customer's
         representations and warranties under this Agreement; provided, however,
         that Customer shall have no obligation to indemnify Supplier for any
         Losses to the extent such Losses are caused by any negligent or willful
         act or omission of Supplier. Further, with respect to rights of
         Supplier under Section 16(b)(ii) above, Customer shall provide, at its
         own cost, non-infringing replacements for the infringing portions of
         Customer Intellectual Property of equivalent quality and effect, or
         obtain at its own cost the necessary licenses from third parties to
         allow Supplier to continue to manufacture and supply the Supplied
         Products as contemplated by the parties under this Agreement.

(c)      Indemnification Procedure for Matters Involving Third Parties.

(i)      If any third party notifies any party hereto (the "Indemnified Party")
         with respect to any matter (a "Third Party Claim") which may give rise
         to a claim for indemnification against the other party hereto (the
         "Indemnifying Party") under Section 16(a) or 16(b) (as applicable),
         then the Indemnified Party shall promptly notify the Indemnifying Party
         thereof in writing; provided, however, that no delay on the part of the
         Indemnified Party in notifying any Indemnifying Party shall relieve the
         Indemnifying Party from any obligation hereunder unless (and then
         solely to the extent) that the Indemnifying Party is prejudiced
         thereby.
<PAGE>

(ii)     Any Indemnifying Party will have the obligation to assume the defense
         of the Third Party Claim with counsel of its choice reasonably
         satisfactory to the Indemnified Party at any time within 15 days after
         the Indemnified Party has given notice of the Third Party Claim;
         provided, however, that the Indemnifying Party must conduct the defense
         of the Third Party Claim actively and diligently thereafter in order to
         preserve its rights in this regard; and provided further that the
         Indemnified Party may retain separate co-counsel at its sole cost and
         expense and participate in the defense of the Third Party Claim.

(iii)    So long as the Indemnifying Party has assumed and is conducting the
         defense of the Third Party Claim in accordance with Section 16(c)(ii)
         above, (A) the Indemnifying Party will not consent to the entry of any
         judgment or enter into any settlement with respect to the Third Party
         Claim without the prior written consent of the Indemnified Party (which
         shall not be unreasonably withheld) unless the judgment or proposed
         settlement involves only the payment of money damages by one or more of
         the Indemnifying Parties and does not impose an injunction or other
         equitable relief upon the Indemnified Party and (B) the Indemnified
         Party will not consent to the entry of any judgment or enter into any
         settlement with respect to the Third Party Claim without the prior
         written consent of the Indemnifying Party (which shall not be
         unreasonably withheld).

(iv)     If the Indemnifying Party does not assume and conduct the defense of
         the Third Party Claim in accordance with Section 16(c)(ii) above,
         however, (A) the Indemnified Party may defend against, and consent to
         the entry of any judgment or enter into any settlement with respect to,
         the Third Party Claim in any manner it reasonably may deem appropriate
         (and the Indemnified Party need not consult with, or obtain any consent
         from, any Indemnifying Party in connection therewith) and (B) the
         Indemnifying Party will remain responsible to indemnify the Indemnified
         Party under Section 16(a) or 16(b) (as applicable).

(d)      Indemnification Procedure for Matters not Involving Third Parties. A
         claim for indemnification for any matter not involving a third-party
         claim may be asserted by notice to the party from whom indemnification
         is sought.

(e)      Insurance.

(i)      Supplier  shall  maintain  in full  force and  effect  throughout  the
         Term,  at its sole cost and  expense,  insurance  with financially
         sound and  established  reputable  insurers of the type and  quantity
         (and with such risk  retention)  generally maintained  by the
         companies of  established  repute in  Supplier's  line of  business,
         such  insurance to include,  without limitation,  products  liability
         insurance and general  liability  insurance each, in an amount no less
         than ten million U.S. dollars (U.S.  $10,000,000.00)  per occurrence.
         Supplier shall upon request provide Customer with a copy of any
         documentation relating to any such  insurances.  Supplier  shall have
         Customer  named as an additional  insured  beneficiary,  with Customer
         able to claim  thereunder  as primary  beneficiary  and without  offset
         or deduction  whatsoever  as a result of any insurance obtained by
         Customer,  and shall contain a waiver of subrogation by the respective
         insurance  carrier against  Customer's and its affiliates' insurance
         carrier, with respect to Supplier's obligations under this Agreement.
<PAGE>

(ii)     Customer  shall  maintain  in full  force and  effect  throughout  the
         Term,  at its sole cost and  expense,  insurance  with financially
         sound and  established  reputable  insurers of the type and  quantity
         (and with such risk  retention)  generally maintained  by the
         companies of  established  repute in  Customer's  line of  business,
         such  insurance to include,  without limitation,  products  liability
         insurance and general  liability  insurance each, in an amount no less
         than ten million U.S. dollars (U.S.  $10,000,000.00)  per occurrence.
         Customer shall upon request provide Supplier with a copy of any
         documentation relating to any such  insurances.  Customer  shall have
         Supplier  named as an additional  insured  beneficiary,  with Supplier
         able to claim  thereunder  as primary  beneficiary  and without  offset
         or deduction  whatsoever  as a result of any insurance obtained by
         Supplier,  and shall contain a waiver of subrogation by the respective
         insurance  carrier against  Supplier's and its affiliates' insurance
         carrier, with respect to Customer's obligations under this Agreement.

(f)      Limitations on Supplier's Liability. SUPPLIER'S MAXIMUM LIABILITY TO
         CUSTOMER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY CUSTOMER
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT SUPPLIER'S MAXIMUM LIABILITY TO
         CUSTOMER FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY CUSTOMER
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. SUPPLIER'S MAXIMUM
         LIABILITY TO CUSTOMER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY CUSTOMER FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO SUPPLIER WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.

(g)      Limitations on Customer's Liability. CUSTOMER'S MAXIMUM LIABILITY TO
         SUPPLIER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY SUPPLIER
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT CUSTOMER'S MAXIMUM LIABILITY TO
         SUPPLIER FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY SUPPLIER
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. CUSTOMER'S MAXIMUM
         LIABILITY TO SUPPLIER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY SUPPLIER FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO CUSTOMER WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.
<PAGE>

(h)      No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF
         THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
         IN ADVANCE. The parties intend this limitation in this Section 16(h) to
         apply to the following events, among other events: (i) any claim for
         consequential damages suffered by the non-breaching party (as opposed
         to any third party) arising out of any claim by a third party for
         either product liability or infringement of intellectual property ,
         (ii) any breach by either party of its representations under this
         agreement, (iii) any non-performance or mal-performance by either party
         under this Agreement, or (iv) the termination or expiration of this
         Agreement by either party. Such incidental or consequential damages
         shall include, but shall not be limited to, loss of goodwill, loss of
         prospective profits, loss of revenue, or damages on account of any
         investment, expenditure, or commitment that is made by either party in
         reliance upon this Agreement. This limitation in this Section 16(h) is
         not intended by the parties to prevent Customer, for example, from
         recovering from Supplier, in an indemnification claim made under
         Section 16(a)(i), the full amount that it has been required to pay to a
         third party in connection with a product liability claim brought by
         such third party against Customer, including such incidental or
         consequential damages as may be allowed by law under that claim by that
         third party. This limitation in this Section 16(h) is, nevertheless,
         intended to prevent the non-breaching party from receiving from the
         breaching party, in an indemnification claim under Section 16(a) or
         16(b), incidental or consequential losses or damages that have been
         incurred by the non-breaching party (as opposed to any third party),
         such as lost profits, that may arise from or relate to any event under
         this Agreement.

17.      Failure to Supply.

                  (a) Failure to Fulfill a Call-Off. If, at any time after the
first anniversary of the Amendment Effective Date, Supplier fails to supply
Supplied Products to Customer in accordance with any call-off made under the
terms and conditions of this Agreement (a "Call-Off Breach"), then (i) Supplier
will have a period of one (1) year within which to cure that Call-Off Breach in
the manner described in this Section 17, and (ii) Customer will have such
additional rights as provided in this Section 17. The date of the Call-Off
Breach shall be the last day on which Supplier could have fulfilled the call-off
on a timely basis under the other terms and conditions of this Agreement other
than those in this Section 17.

                  (b) Determination of Customer Demand Requirements. On or
before the thirtieth (30th) day following a Call-Off Breach, Customer shall (i)
have made a reasonable, good faith determination of Customer's anticipated
demand from its customers for the particular Supplied Product that was the
subject of that particular Call-Off Breach (the "Customer Demand"), and (ii)
have notified Supplier in writing of Customer's determination of the Customer
Demand. Such determination shall be based on Customer's existing back orders for
such Supplied Product calling for delivery within eighty-one (81) days after the
Call-Off Breach. Upon the request of Supplier, Customer will provide Supplier
with reasonable evidence of such back orders.

                           (i) If Customer reasonably determines in good faith
         that Customer could meet its Customer Demand for such Supplied Product
         either (A) out of its own inventory of such product, and/or (B) by
         receiving from Supplier some lesser number of such product than was
         called for by the relevant call-off, then Customer will waive in
         writing that portion of the quantity of the relevant call-off that
         exceeds the Customer Demand.
<PAGE>

                           (ii) If Customer reasonably determines in good faith
         that Customer cannot meet its Customer Demand for such Supplied Product
         either (A) out of its own inventory of such product, and/or (B) by
         receiving from Supplier some lesser number of such product than was
         called for by the relevant call-off, then no portion of the quantity
         order under the relevant call-off will be waived.

                  (c) Effect of Continuing Call-Off Breach on Manufacture and
Supply of Supplied Pumps. Subject to Supplier's right to cure any Call-Off
Breach as provided in this Section 18, Supplier shall have the following rights:

                           (i) If, as of the end of the sixtieth (60th) day
         after a Call-Off Breach, Supplier has been unable to cure the Call-Off
         Breach by supplying the quantities of products necessary to fulfill the
         relevant call-off (as modified by any waiver of any portion of that
         call-off pursuant to Section 17(b) above), then, during the ensuing
         fifteen (15) days, Customer may choose to invoke the "Non-Exclusivity
         Remedy" (defined below) by providing written notice to Supplier. If
         Customer elects this remedy, it shall become effective immediately upon
         such notice. If, as of the end of one (1) year after the Call-Off
         Breach, Supplier has been unable to cure the Call-Off Breach, as
         provided in Section 18(d)(iii) below, Customer may choose to invoke the
         "Termination Remedy" (defined below) by providing written notice to
         Supplier.

                           (ii) Under the "Non-Exclusivity Remedy," if invoked
         pursuant to subsection 17(c)(i) above, those terms of this Agreement
         applicable to the manufacture and supply of the Supplied Products,
         including but not limited to the appointment of Supplier as the
         exclusive manufacturer of such products and the Minimum Purchase
         Commitment for such Supplied Products, will be suspended. Upon such
         suspension, Customer will be allowed to sell and/or place within the
         Territory clinical nutrition pumps that it obtains from sources other
         than Supplier, notwithstanding the limitations imposed by Section 5(c)
         above or elsewhere in this Agreement. This non-exclusivity shall last
         until (i) this Agreement terminates under any of the provisions of
         Section 15(a) above or subsection 17(c)(iii) below (as applicable) or
         (ii) Supplier cures the Call-Off Breach as permitted under Section
         17(d). Upon a termination of this Non-Exclusivity Remedy pursuant to
         subsection 17(d)(ii) below, Customer may continue to obtain clinical
         nutrition pumps from sources other than Supplier for a reasonable time
         thereafter, which period shall not exceed sixty (60) days from the date
         the Non-Exclusivity Remedy is so terminated. Thereafter, Supplier will
         once again be the exclusive manufacturer of the Supplied Products under
         this Agreement.

                           (iii) Under the "Termination Remedy," if Supplier
         fails to cure a Call-Off Breach within one (1) year from the date of
         such breach (as provided in this Section 17), then, notwithstanding any
         prior election of remedy by Customer as permitted above, Customer may
         upon written notice to Supplier terminate this Agreement immediately
         upon lapse of such one-year period.
<PAGE>

                  (d) Means of Cure. Supplier may cure any Call-Off Breach under
any of the following alternative means of cure, in which event the Call-Off
Breach shall be deemed cured for all purposes, and Supplier's right to the
Non-Exclusivity Remedy or the Termination Remedy, as applicable, shall
terminate:

                           (i) Supplier may cure a Call-Off Breach if, at any
         time on or before the end of the sixtieth (60th) day following the
         Call-Off Breach, Supplier delivers to Customer that number of Supplied
         Products identified by Customer in its determination of Customer
         Demand.

                           (ii) Supplier may cure a Call-Off Breach if, any time
         after the sixtieth (60th) day following the Call-Off Breach, but on or
         before the end of the one-hundred and twentieth (120th) day following
         the Call-Off Breach, Supplier provides reasonable evidence and
         certifies in writing to Customer that Supplier has made a good-faith,
         reasonable determination that Supplier is again capable of producing
         the Supplied Products at the forecasted levels that were in effect as
         of the date of the applicable Call-Off Breach.

                           (iii) Supplier may cure a Call-Off Breach if, at any
         time after the one-hundred and twentieth (120th) day following the
         Call-Off Breach, but on or before the end of the date one (1) year
         following the Call-Off Breach, Supplier (A) provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the Supplied Products at the forecasted levels that were in
         effect as of the date of the applicable Call-Off Breach, and (B)
         obtains a release of Customer from all future liabilities and
         obligations of any kind or nature arising under Replacement Contracts
         (defined below) from the date that Supplier cures the Call-Off Breach
         pursuant to Section 17(d). "Replacement Contracts" means such
         contract(s) as Customer reasonably enters into with one or more third
         parties in order to obtain the products necessary to replace the
         Supplied Products not provided by Supplier (A) that may always be
         terminated by Customer without penalty upon no more than one (1) year's
         notice, and (B) that require Customer to purchase quantities of the
         applicable Supplied Products that do not exceed Customer's reasonable
         forecasts for such products during the period of the contract. Customer
         agrees to cooperate with Supplier in Supplier's efforts to obtain such
         releases.

                  (e) Failure to Fulfill a Call-Off due to Supply Chain Failure.
Notwithstanding the foregoing, no Call-Off Breach shall be deemed to have
occurred if Supplier's inability to timely fulfill a call-off is due to
Supplier's inability to obtain from its suppliers a sufficient supply of
materials, components, and/or subassemblies for the Supplied Products (such
failure being a "Supply Chain Failure"). In such instance, those terms of this
Agreement applicable to the manufacture and supply of the Supplied Products for
which a Supply Chain Failure has occurred will be suspended. Upon such
suspension, Customer will be allowed to sell and/or place within the Territory
clinical nutrition pumps and related accessories that it obtains from sources
other than Supplier, notwithstanding the limitations imposed by Section 5(c)
above or elsewhere in this Agreement. This non-exclusivity shall last until (i)
this Agreement terminates under any of the provisions of Section 15(a) above or
(ii) Supplier cures the Supply Chain Failure as permitted under Section 17(f).
Upon a termination of this suspension pursuant to subsection 17(f)(ii) below,
Customer may continue to obtain clinical nutrition pumps from sources other than
Supplier for a reasonable time thereafter, which period shall not exceed sixty
(60) days from the date the suspension of exclusivity provided under this
Section 17(e) terminates. Thereafter, Supplier will once again be the exclusive
manufacturer of the Supplied Products under this Agreement.
<PAGE>

                  (f) Means of Cure of Supply Chain Failure. Supplier may cure
any Supply Chain Failure under any of the following alternative means of cure:

                           (i) Supplier may cure a Supply Chain Failure if, at
         any time on or before the end of the sixtieth (60th) day following the
         Supply Chain Failure, Supplier delivers to Customer that number of
         Supplied Products identified by Customer in its determination of
         Customer Demand.

                           (ii) Supplier may cure a Supply Chain Failure if, any
         time after the sixtieth (60th) day following the Supply Chain Failure,
         but on or before the end of the one-hundred and twentieth (120th) day
         following the Supply Chain Failure, Supplier provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the Supplied Products at the forecasted levels that were in
         effect as of the date of the applicable Supply Chain Failure.

                           (iii) Supplier may cure a Supply Chain Failure if, at
         any time after the one-hundred and twentieth (120th) day following the
         Supply Chain Failure, but on or before the end of the date one (1) year
         following the Supply Chain Failure, Supplier (A) provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the Supplied Products at the forecasted levels that were in
         effect as of the date of the applicable Supply Chain Failure, and (B)
         obtains a release of Customer from all future liabilities and
         obligations of any kind or nature arising under Replacement Contracts
         (as defined in Section 17(d)(iii) above) from the date that Supplier
         proposes to cure the Supply Chain Failure.

18. Recall and Regulatory Obligations.

(a) Product Recalls. Customer will conduct (with the reasonable cooperation of
Supplier) and pay the costs and expenses associated with any mandatory recall of
any Supplied Products required by any governmental agency; provided, however,
that Supplier will pay all such costs if the recall is due to a manufacturing
defect. In addition, Supplier will conduct (with the reasonable cooperation of
Customer) and pay the costs and expenses associated with any voluntary recall of
any Supplied Product that Supplier reasonably approves based on a manufacturing
defect that results in (i) safety risks to users of such Supplied Product, (ii)
failure of such Supplied Product to meet the Product Specifications applicable
to that Supplied Product, or (iii) failure to conform to any of the standards
and specifications set forth in Section 6(a)(i). Customer has the sole authority
to unilaterally recall any Supplied Products due to other reasons, but in such
event will both conduct the recall (with the reasonable cooperation of Supplier)
and pay all costs and expenses associated with such recall.
<PAGE>

(b) Regulatory Compliance. Customer shall be responsible, at its own expense for
complying with all applicable national, state, regional and local laws and
regulations in performing its duties hereunder and in any of its dealings with
respect to the Supplied Products, including all regulatory activities necessary
to maintain the Supplied Products' CE Mark and other regulatory approvals
applicable to the Supplied Products.

19. Survival. Any provision of this Agreement which contemplates performance or
the existence of rights or obligations after the expiration, non-renewal, or
termination of this Agreement shall expressly survive such expiration,
non-renewal, or termination of this Agreement and shall be binding upon the
party or parties obligated thereby in accordance with the terms of this
Agreement, subject to any limitations expressly set forth in this Agreement.

20. Amendment or Waiver. This Agreement cannot be changed orally, and no
modification of this Agreement shall be recognized nor have any effect, unless
the writing in which it is set forth is signed by Customer and Supplier, nor
shall any waiver of any of the provisions of this Agreement be effective unless
in writing and signed by the party to be charged therewith. The failure of
either party to enforce, at any time or for any period of time, the provisions
hereof, or the failure of either party to exercise any option herein shall not
be construed as a waiver of such provision or option and shall in no way affect
that party's right to enforce such provisions or exercise such option. No waiver
of any provision hereof shall be deemed a waiver of any succeeding breach of the
same or any other provisions of this Agreement.

21. Dispute Resolution; Governing Law; Injunctive Relief.

(a) Negotiations. The parties agree that they will attempt in good faith to
resolve any controversy, claim, dispute or question between them arising out of
or relating to this Agreement, including the construction or application of this
Agreement, promptly by negotiations between the parties, beginning with
discussions between the Designated Representatives. If a controversy or claim
should arise, the Designated Representatives of the parties, as well as other
appropriate representatives, will meet at least once and will attempt to resolve
the matter. Either of the Designated Representatives may request the other to
meet within fourteen (14) days, at a mutually agreed time and place.

(b) Mediation. If the matter has not been resolved within thirty (30) days of
this meeting, the controversy or claim shall be submitted to non-binding
mediation by a mediator chosen from names of mediators furnished by JAMS or
American Arbitration Association. The mediation shall occur in New York City,
New York, U.S.A.

(c) Litigation. In the event that differences concerning matters covered by this
Agreement arise that are not resolved by mutual agreement via negotiations or
mediation as described above, the parties agree that any action or proceeding
arising out of or relating to this Agreement shall be heard and decided by a
non-jury bench trial in New York City, New York, U.S.A. Each party hereto
irrevocably submits to the jurisdiction of the appropriate state court covering
New York City, New York, U.S.A., and each party hereby irrevocably agrees that
all claims in respect of any such action or proceeding must be brought and/or
defended in such court; provided, however, that matters which are under the
exclusive jurisdiction of the Federal courts shall be brought in the Federal
District Court covering New York City, New York, U.S.A.
<PAGE>

(d) Governing Law. The provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, U.S.A.
(excluding any conflict of law rule or principle that would refer to the laws of
another jurisdiction and the U.N. Convention on Contracts for the International
Sales of Goods). EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY
JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

(e) Injunctive Relief. Each of the parties acknowledge and agree that the other
parties will be damaged irreparably if certain provisions of this Agreement
(specifically including the obligations of confidentiality set forth in Section
14 herein) are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, notwithstanding any other provision in this
Agreement the damaged party shall have the right to pursue a claim for
injunctive relief, damages and attorneys' fees in any court of competent
jurisdiction for the other party's breach of any covenant, agreement or
obligation, in addition to any other relief available to them under this
Agreement or under applicable law.

(f) Fees. The parties shall equally split the fees of any mediation, but in any
arbitration or permissible legal proceedings, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and other disbursements in
addition to any other relief to which such party may be entitled.

22. Counterparts. This Agreement may be executed in multiple counterparts, which
taken together shall constitute one instrument and each of which shall be
considered an original for all purposes.

23. Notices. Any and all notices permitted or required to be given hereunder
shall be deemed duly given: (i) upon actual delivery, if delivery is by hand;
(ii) upon delivery by overnight express courier (i.e. DHL or FedEx); or (iii)
upon facsimile transmission, so long as the original is then sent by overnight
express courier delivery. Each such notice shall be sent to the respective party
at the address indicated below:


         If to ZEVEX:               ZEVEX International Inc.
                                    4314 ZEVEX Park Lane
                                    Salt Lake City, Utah  84123
                                    Attn: President and CEO
                                    Fax: (801) 264-1051
                                    with a copy to the CFO
                                    at the same address.

         If to Numico:              Numico Trading B.V.
                                    WTC Schiphol Airport, Tower E
                                    Schiphol Boulevard 105
                                    1118 ZN Schiphol Airport
                                    The Netherlands
                                    Attn:  Luc Volatier, V.P. of Purchasing
                                    Worldwide
                                    Fax: 31206586159
<PAGE>

         If to Nutricia:            c/o Nutricia International B.V.
                                    WTC Schiphol Airport, Tower E
                                    Schiphol Boulevard 105
                                    1118 ZN Schiphol Airport
                                    The Netherlands
                                    Attn: Henk Afman, VP of Manufacturing
                                    Clinical
                                    Fax: 31206586884

or such other address or facsimile number as any of the persons designated above
may have specified in a notice or communication duly given to the other
designated person as provided herein.

24. Binding Effect; Non-Assignability. This Agreement shall be binding upon and
enforceable against the parties hereto and their respective successors and
permitted assigns. Neither party shall assign or subcontract (except as
expressly allowed hereunder) its rights and obligations under this Agreement
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that either party may assign this
Agreement to an affiliate of such party.

25. Relationship of the Parties. The parties are and at all times shall be
deemed to be independent contractors and shall be wholly responsible for the
goods supplied and services performed under this Agreement. Nothing contained
herein shall be construed as creating the relationship of employer/employee or
principal/agent. Each party shall assume full responsibility for the actions of
its employees as related to the party's obligations under this Agreement.
Neither party to this agreement is hereby constituted an agent of the other for
any purpose and neither party has the authority to assume or create any
obligation, or to make any representation, warranty or guarantee for the other,
except as expressly granted or made in this agreement.

26. Force Majeure. Neither party shall be responsible or liable for any default
in performance of this Agreement arising directly or indirectly from any cause
beyond such party's control, including fire, flood, earthquake, acts of God, war
(declared or undeclared), enemy action, embargo, strike, governmental order,
proclamation or regulation, accident, explosion, riot, insurrection, or
expropriation of the property by government authority (each such event a "Force
Majeure Event"). If a Force Majeure Event occurs, the parties will exert
reasonable efforts (including, without limitation, utilizing, as and where
appropriate, the contingency plan developed by the parties pursuant to Section
4(b) above) to mitigate the impact of such Force Majeure Event on the business
arrangements of the parties set forth in this Agreement and to otherwise carry
out the intent and accomplish the objectives of this Agreement.

27. Exhibits and Schedules. Any exhibit or schedule attached hereto is made a
part hereof and is fully incorporated herein by reference.

28. Entire Agreement. This Agreement contains the sole and complete
understanding of the parties related to its subject matter, and supersedes all
oral or written agreements concerning this subject matter made prior to the date
of this Agreement. This amendment hereby supercedes and replaces in its entirety
the Flocare 800 Pump Manufacturing Agreement executed July 20, 2004.
<PAGE>

29. Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy will be cumulative and will be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies will not
constitute a waiver of the right to pursue other available remedies.

30. Partial Invalidity. If any provision of this Agreement is adjudged to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired, and
the parties shall use their best efforts to substitute a valid, legal, and
enforceable provision which, insofar as practical, implements the purposes of
this Agreement.

31. Language; Interpretation. The language controlling the construction and
interpretation of this Agreement shall be English. Section headings are included
solely for convenience and shall not constitute a part hereof. Unless the
context otherwise requires, words importing the singular shall be deemed to
import the plural and vice versa.

32. Third Party Beneficiaries. No person or entity shall be a third-party
beneficiary of this Agreement, except that Supplier acknowledges and agrees that
its obligations under the Product Warranty set forth in Section 7(g) above shall
be deemed as commitments to all affiliates of Customer as third-party
beneficiaries.

33. Media Relations. Each of Customer and Supplier agree that during the Term
each will not, and will cause its affiliates not to, disparage each other or
release commercially sensitive information about each other in any oral,
written, or electronic public statements (including without limitation in any
securities filing with the U.S. Securities and Exchange Commission) concerning
any matters relating to or arising from this Agreement.



                            {Signature Page Follows}



<PAGE>



         IN WITNESS WHEREOF, the parties enter into this Agreement effective as
of the Amendment Effective Date.



         ZEVEX INTERNATIONAL, INC.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



         NUTRICIA INTERNATIONAL, B.V.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



         NUMICO TRADING B.V.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



<PAGE>




                                    EXHIBIT A

                                 PRODUCT PRICES



Initial Product Price for Flocare 800 Pump. The Initial Product Price for the
Flocare 800 Pump will be calculated using the following formula:

[***]



<PAGE>


                                    EXHIBIT B

                         MAXIMUM MONTHLY PRODUCT AMOUNT



The Maximum Monthly Product Amount for the Flocare 800 Pump is [***] units.



<PAGE>


                                    EXHIBIT C

                           MINIMUM PURCHASE COMMITMENT



The Minimum Purchase Commitment for Flocare 800 Pumps shall be [***] units
during the calendar year 2005.

The Minimum Purchase Commitment for Flocare 800 Pumps shall be [***] units per
calendar year during calendar year 2006 and all subsequent years that this
Agreement is in effect.



<PAGE>


                                    EXHIBIT D

                             PRODUCT SPECIFICATIONS

The Product Specifications for the Flocare 800 are documented in Nutricia
Medical Devices Device Master Record, document number [***].





<PAGE>


                                    EXHIBIT E

                    ADJUSTMENT OF MINIMUM PURCHASE COMMITMENT



The minimum annual purchase commitment for Flocare [***] Pumps under the [***]
Pump Agreement shall be [*** ] units for the calendar year 2005.

The minimum annual purchase commitment for Flocare [***] Pumps under the [***]
Pump Agreement is [***] units for the calendar year 2006 and all subsequent
years that this Agreement is in effect.






<PAGE>


                                    Exhibit F

                            Initial Rolling Forecast

[***]

<PAGE>
                                                                Exhibit 10.32

              CONFIDENTIAL INFORMATION OF ZEVEX International, Inc.

[Confidential treatment has been requested as to certain portions of this
document. Each such portion, which has been omitted herein and replaced with an
asterisk [***], has been filed separately with the Securities and Exchange
Commission.]


                AMENDED AND RESTATED [***] PUMP SUPPLY AGREEMENT


         THIS AMENDED AND RESTATED [***] PUMP SUPPLY AGREEMENT (this
"Agreement") is entered into as of May 31, 2005 (the "Amendment Effective
Date"), by and between NUMICO TRADING B.V., a Netherlands corporation with its
principal offices at WTC Schiphol Airport, Tower E, Schiphol Boulevard 105, 1118
ZN Schiphol Airport, The Netherlands ("Numico"), NUTRICIA INTERNATIONAL B.V., a
Netherlands corporation with its principal offices at WTC Schiphol Airport,
Tower E, Schiphol Boulevard 105, 1118 ZN Schiphol Airport, The Netherlands
("Nutricia", and, together with Numico, "Customer"), and ZEVEX INTERNATIONAL,
INC., a Delaware corporation, with its principal offices at 4314 ZEVEX Park
Lane, Salt Lake City, Utah ("Supplier").

                                    RECITALS

         A. Numico, Nutricia and Supplier entered into an [***] Pump Supply
Agreement dated as of July 20, 2004.

         B. Numico and Nutricia are wholly-owned subsidiaries of Royal Numico
N.V., a Netherlands corporation ("Royal Numico"), which is a world leader in the
manufacturing and marketing of clinical nutrition products and related equipment
and accessories.

         C. Nutricia is a world leader in the manufacture and marketing of
clinical nutrition products.

         D. Numico specializes in the procurement of raw materials, packaging
materials and fully-finished products for use in the Nutricia clinical nutrition
business.

         E. Supplier is engaged in the business of developing, manufacturing and
marketing clinical nutrition delivery devices and accessories.

         F. The parties desire to enter into a relationship in which Supplier
will manufacture and supply to Customer, and Customer will commercialize within
the Territory, the [***] Products described herein, in accordance with the terms
and conditions of this Agreement.

         G. Supplier has previously developed the ZEVEX [***] Pump, which is
considered by both parties to be superior in technology, features, and
performance to other pumps currently offered within the Territory, and which has
been customized as the "Flocare [***] Pump" at Supplier's expense to meet
Customer's needs.

         H. The Flocare [***] Pump manufactured and supplied by Supplier
hereunder is intended to be an essential support of Nutricia's marketing of its
clinical nutrition products.

         I. The parties wish to amend and restate the [***] Pump Supply
Agreement in its entirety.

<PAGE>

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained in this Agreement, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Definitions. Capitalized terms not otherwise defined herein shall bear the
respective meanings given to them below:

                  "Bankruptcy Event" means that, with respect to an entity, such
         entity shall (a) make a general assignment for the benefit of creditors
         or an agent authorized to liquidate its assets, (b) become the subject
         of bankruptcy or insolvency proceedings or other proceedings for relief
         under any bankruptcy or other law for the relief of debtors, where,
         with respect to an involuntary petition in bankruptcy, the petition
         shall not have been stayed within thirty (30) days, (c) apply to a
         court for the appointment of a receiver or custodian for substantially
         all of its assets or properties, with or without consent, and such
         receiver is not discharged within thirty (30) days after appointment,
         or (d) adopt a plan of complete liquidation of its assets.

                  "CE Mark" shall mean an indication that a product complies
         with the essential requirements of applicable directives and that the
         product has been subject to conformity assessment procedures as
         provided in the directives.

                  "Change of Control of Customer" means (i) any transaction as a
         result of which any person or entity becomes the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of any of Numico or Nutricia,
         representing more than 50% of the total voting power of any of their
         then outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of the assets of any of Numico
         or Nutricia; in either case where the new controlling party would
         materially benefit from a failure of Supplier's business; provided,
         however, that a transaction shall not constitute a Change of Control if
         its sole purpose is to change the state of incorporation of Numico or
         Nutricia (as applicable) or to create a holding company that will be
         owned in substantially the same proportions by the persons who held the
         securities of Numico or Nutricia (as applicable) immediately before
         such transaction.

                  "Change of Control of Supplier" means (i) any transaction as a
         result of which any person or entity is the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of the Supplier representing more
         than 50% of the total voting power represented by the Supplier's then
         outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of Supplier's assets; in either
         case where the new controlling party would materially benefit from
         Customer's failure in the clinical nutrition market; provided, however,
         that a transaction shall not constitute a Change of Control (x) if its
         sole purpose is to change the state of Supplier's incorporation or to
         create a holding company that will be owned in substantially the same
         proportions by the persons who held Supplier's securities immediately
         before such transaction, or (y) if a then current officer or director
         of Supplier is the new controlling party or is a member of the group or
         entity that is the new controlling party; provided, however, that the
         new controlling party would not materially benefit from Customer's
         failure in the clinical nutrition market.
<PAGE>

                  "Commercially Reasonable Efforts" shall mean those efforts
         that a reasonably prudent business person would make under similar
         circumstances, including entering into contractual arrangements in
         appropriate circumstances.

                  "Customer Demand" shall mean Customer's reasonable, good faith
         determination of Customer's anticipated demand from its customers for a
         [***] Pump Product that was the subject of a Call-off Breach, an IP
         Failure, or a Supply Chain Failure.

                  "Customer Intellectual Property" shall mean Customer Funded
Product Improvements and Customer Trademarks.

                  "Customer Trademarks" shall have the meaning set forth in
Section 14(b).

                  "Fit, Safe and Convenient for Human Use" means the item
         referred to (a) is manufactured in accordance with the Product
         Specifications, Supplier's SOP (defined in Section 6(a)(i)), and Legal
         Standards (defined in Section 6(a)(i)), and (b) is fit and safe for use
         for its intended purpose of delivering enteral nutrition solutions to
         humans in accordance with Supplier's instructions for such use.

                  "Flocare 800 Pump Manufacturing Agreement" means that certain
         Amended and Restated Flocare 800 Pump Manufacturing Agreement of even
         date herewith between the parties (or a subsequently amended version of
         such agreement, if any).

                  "Flocare [***] Pump" shall mean ZEVEX's [***] Pump, as it has
been customized for Customer hereunder.

                  "[***] Disposable Set Components License Agreement" means that
         certain Amended and Restated License Agreement for the [***] Disposable
         Set Components of even date herewith between the parties (or a
         subsequently amended version of such agreement, if any).

                  "[***] Disposable Set Components Supply Agreement" means that
         certain Amended and Restated [***] Disposable Set Components Supply
         Agreement of even date herewith between the parties (or a subsequently
         amended version of such agreement, if any).

                  "[***] Disposable Set Components" means individual components
         of the [***] Disposable Sets described in Exhibit A.

                  "[***] Disposable Sets" means disposable sets for use with the
         Flocare [***] Pumps.
<PAGE>

                  "[***] Products" shall mean the Flocare [***] Pumps, the [***]
         Pump Accessories, the [***] Pump Kits, and the [***] Disposable Set
         Components.

                  "[***] Pump Accessories" means individual accessories to be
         used with the Flocare [***] Pumps, including AC adapters/chargers, pole
         clamps, nurse calls, operator's manuals, and carry packs described in
         Exhibit B; provided, however, that in its discretion Customer may
         purchase carry packs other than the type manufactured by Supplier for
         use with [***] Products from other manufacturers or suppliers.

                  "[***] Pump Kit" means one unit each of the Flocare [***] Pump
         and the charger, pole clamp, and operator's manual for use with that
         pump, all to be provided as a bundled unit.

                  "[***] Pump License Agreement" means that certain Amended and
         Restated License Agreement for the Flocare [***] Pump of even date
         herewith between the parties (or a subsequently amended version of such
         agreement, if any).

                  "[***] Pump Products" means the Flocare [***] Pump, the [***]
         Pump Accessories and the [***] Pump Kits.

                  "Initial Product Prices" means the prices at which [***]
         Products shall be sold by Supplier to Customer or its affiliates, which
         will be calculated and determined in accordance with the formulas and
         terms set forth in Exhibit C hereto.

                  "Know-How" shall have the meaning given to that term in the
[***] Pump License Agreement.

                  "Maintenance and Service Agreement" means that certain
         Maintenance and Service Agreement between the parties (or a
         subsequently amended version of such agreement, if any).

                  "Maximum Monthly Product Amount" means the maximum number of
         units of [***] Pump Kits that Customer may require Supplier to
         manufacture and supply in a particular month, which shall initially be
         the amount set forth on Exhibit D, but which may be adjusted pursuant
         to Section 7(d)(iii)(5) below.

                  "Minimum Purchase Commitment" means the obligation of Customer
         to purchase in each calendar year during the Term the minimum number of
         units of [***] Pump Kits set forth on Exhibit E.

                  "Patents" shall have the meaning given to that term in the
[***] Pump License Agreement.

                  "Product Specifications" means the technical, manufacturing,
         and functional specifications for the [***] Products set forth in
         Exhibit F hereto.
<PAGE>

                  "Related Agreements" means the Flocare 800 Pump Manufacturing
         Agreement, the Disposable Set Components Supply Agreement, the [***]
         Pump License Agreement, the Disposable Set Components License
         Agreement, and the Maintenance and Service Agreement.

                  "Supplier's Facility" means Supplier's  manufacturing facility
         located at 4314 ZEVEX Park Lane, Salt Lake City, Utah, 84123.

                  "Supplier Intellectual Property" means the Know-How, and the
         Patents, as well as (i) the [***] Trademarks, all (ii) copyrights
         (registered and unregistered) and copyrightable works and registrations
         and applications for registration thereof, (iii) mask works and
         registrations and applications for registration thereof, (iv) computer
         software, data, data bases and documentation thereof, (v) other
         intellectual property rights and (vi) copies and tangible embodiments
         thereof (in whatever form or medium) which relate to the [***]
         Products.

                  "Supplier Trademarks" shall have the same meaning as the term
         "[***] Trademarks" is given in the [***] Pump License Agreement.

                  "Territory" shall mean the countries designated in the
following chart:

<TABLE>
<CAPTION>
<S>                                                                             <C>                                       <C>

   ---------------------------------------------------------------------------- ---------------------------------------------
   Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,   Bulgaria, Czech Republic, Hungary, Poland,
   Latvia, Luxembourg,The Netherlands, Norway, Portugal, Spain, Sweden,           Slovakia, Ukraine, United Arab Emirates,
   Switzerland, United Kingdom                                                    Russia, Turkey ,
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Australia, New Zealand                                                         China, Indonesia, Malaysia, Taiwan
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Argentina, Brazil                                                              South-Africa
   ------------------------------------------------------------------------     ---------------------------------------------
</TABLE>
                  "ZEVEX [***] Products" means Supplier's [***] Pump,
         accessories, disposable sets, and disposable set components without the
         customizations made for Customer hereunder.

2.       Effective Date and Term. The term of this Agreement began on July 20,
         2004 (the "Effective Date"), and is perpetual (the "Term"); provided
         that at any time on or after January 1, 2008, either party may give
         notice to the other of its intention for any reason not to extend the
         Term of this Agreement, and, if such notice is given, the term of this
         Agreement shall expire two years from the date of such notice, unless
         it is earlier terminated pursuant to Section 16 below.

3.       Appointment of Supplier. If Supplier satisfies completion of the
         milestone of Phase 5 of the Start-Up Plan (as defined in Section 4
         below) on or before December 31, 2005, Supplier will become the
         exclusive manufacturer and supplier to Customer of all clinical
         nutrition delivery pumps and accessories, including the [***] Products,
         that are or will be commercialized and placed or sold by Customer
         within the Territory, in accordance with the terms and conditions of
         this Agreement. Customer will provide written acknowledgement of
         Supplier's satisfaction of such completion within ten days of
         Supplier's written request for such acknowledgement. Prior to such
         satisfaction, , Supplier shall be the non-exclusive manufacturer and
         supplier to Customer of clinical nutrition delivery pumps and
         accessories, and the parties acknowledge and agree that,
         notwithstanding anything to the contrary in this Agreement or any of
         the Related Agreements, Customer shall be permitted to obtain,
         manufacture, commercialize, market, place and sell: (i) the MicroMax
         Pumps (as that term is defined in the Flocare 800 Pump Manufacturing
         Agreement) in accordance with Section 5(d)(iii) below, and (ii) the
         Flocare 800 Pumps (as that term is defined in the Flocare 800 Pump
         Manufacturing Agreement) in accordance with the terms and conditions of
         the Flocare 800 Pump Manufacturing Agreement.
<PAGE>

4.       Certain Mutual Obligations.

(a)      Start-Up Plan for [***] Products. Exhibit H attached hereto sets forth
         the plan agreed to by the parties for Supplier to accept orders for the
         [***] Products (the "Start-Up Plan"). During Phase 4 of the Start-Up
         Plan, Customer will be conducting certain pre-launch market tests
         ("Pre-Market Tests"). In the event that a defect in the [***] Products
         is discovered during the Pre-Market Tests, the costs and expenses
         associated with the non-recurring engineering to remedy such defect
         will be paid for by Supplier if (a) such defect results in the [***]
         Product not being Fit, Safe and Convenient for Human Use, and/or (b)
         the [***] Product is Fit, Safe and Convenient for Human Use, but
         Supplier nevertheless determines that it will remedy such defect in its
         clinical nutrition delivery pumps and accessories that are not
         manufactured for Customer. If the defect is not associated with
         fitness, safety or convenience, and only the clinical nutrition
         delivery pumps and accessories manufactured for the Customer will be
         modified to remedy the defect, then the costs and expenses associated
         with the non-recurring engineering to remedy such defect will be paid
         for by Customer.

(b)      Review of Contingency Plan. Supplier has provided Customer with
         Supplier's proposed contingency plans for failure to meet any supply
         obligations set forth in the Agreement (the "Contingency Plan") to
         ensure continuity of supply in the event of adverse actions by Supplier
         or Supplier's suppliers. The parties will review such Contingency Plan
         and proposed changes thereto and will use good faith efforts to develop
         mutually acceptable updates at Quarterly Meetings (as defined in
         Section 7(f)(ii) below).

(c)      Notification of Intent to Enter into New Geographical Markets. Supplier
         will notify Customer if Supplier determines to supply ZEVEX [***]
         Products into any geographic market other than North America and/or the
         Territory. Customer will notify Supplier if Customer determines to sell
         or provide [***] Products into any geographic market other than the
         Territory. Upon such notification, Supplier will offer Customer the
         opportunity to increase the Minimum Purchase Commitment in return for
         adding the contemplated new geographical market to the Territory.

(d)      Provision of Certain Financial Information. Throughout the Term of this
         Agreement, each party will provide its financial information to the
         other in the same form and at approximately the same time that such
         information is made available to the public through normal channels of
         regulatory disclosure (such as disclosure in a 10-K, 10-Q, or 8-K filed
         with the U.S. Securities and Exchange Commission).
<PAGE>

5.       Certain Customer Obligations.

(a)      Customer covenants and agrees to use Commercially Reasonable Efforts to
         ensure that the [***] Products it purchases pursuant to this Agreement
         will only be placed or sold for use or further resale within the
         Territory, and that it will have no rights to commercialize, place or
         sell the [***] Products anywhere outside of the Territory, including,
         without limitation, in North America.

(b)      Customer will execute and file a Declaration of Conformity on [***]
         Products to establish the CE Mark for the [***] Pump Products in the
         Territory, establishing Nutricia Medical Devices B.V. (Schiphol
         Boulevard, 261 1118 BH, Schiphol Airport, The Netherlands), or such
         other affiliated entity of Customer as Customer may desire, as the
         legal manufacturer of the [***] Pump Products in the Territory.

(i)      If Customer is unable to place and/or sell the [***] Products in any
         country of the Territory due to the failure to obtain or maintain
         governmental regulatory approval of such [***] Products, then Customer
         may obtain from other manufacturers and/or suppliers, and place or sell
         in that country, clinical nutrition pumps and related accessories with
         similar functionality to the [***] Products, but only until Customer is
         allowed to place and/or sell such products in that country.

(c)      Subject to the other terms and conditions of this Agreement, upon
         Suppliers satisfaction of the milestone of Phase 5 of the Start-Up
         Plan, Customer will only place or sell in the Territory clinical
         nutrition pumps and [***] Pump Accessories made from components that it
         has purchased from Supplier under this Agreement and/or the Flocare 800
         Pump Manufacturing Agreement; provided, however, that:

(i)      if Customer's ability to place or sell [***] Products into a particular
         country within the Territory is impeded during any continuous sixty
         (60) day period by infringements or alleged infringements by the
         Supplier Intellectual Property on the intellectual property of one or
         more third parties (an "IP Failure"), then Customer may obtain from
         other manufacturers and/or suppliers, and place or sell in that country
         in the Territory, clinical nutrition pumps and related accessories with
         similar functionality to the [***] Products, provided, however,
         Supplier may cure any IP Failure under any of the following alternative
         means of cure:

(1)      Supplier may cure an IP Failure if, at any time on or before the end of
         the sixtieth (60th) day following the IP Failure, Supplier delivers to
         Customer that number of [***] Products identified by Customer in its
         determination of Customer Demand that do not create an IP Failure.

(2)      Supplier  may cure an IP Failure if, any time after the sixtieth  (
         60th) day  following  the IP Failure,  but on or before the end of the
         one-hundred  and  twentieth  (120th) day  following  the IP  Failure,
         Supplier provides  reasonable  evidence  and  certifies  in writing to
         Customer  that  Supplier  has durably  resolved the issue that  created
         the IP Failure and is again  capable of producing the  [***]  Products
         at the  forecasted  levels  that were in effect as of the date of the
         applicable IP Failure.
<PAGE>

(3)      Supplier may cure an IP Failure if, at any time after the  one-hundred
         and  twentieth  (120th) day  following the IP Failure, but on or before
         the end of the date one (1) year  following  the IP Failure,  Supplier
         (A) provides  reasonable  evidence  and  certifies  in writing to
         Customer  that  Supplier  has durably  resolved the issue that  created
         the IP Failure and is again  capable of producing the  [***]  Products
         at the  forecasted  levels  that were in effect as of the date of the
         applicable IP Failure,  and (B) obtains a release of Customer  from all
         future  liabilities and  obligations of any kind or nature arising
         under  Replacement  Contracts (as defined in Section 18(d)(iii) below)
         from the date that Supplier proposes to cure the IP Failure.

(ii)     if Customer receives a written request from one of its customers
         explicitly requiring Customer to provide clinical nutrition pumps other
         than the Flocare 800 Pump or the Flocare [***] Pump, then Customer may
         obtain the other clinical nutrition pumps so required from a
         supplier/manufacturer other than Supplier if Customer promptly provides
         written notice to Supplier of its intent to do so.

(d)      Purchase Commitment; Transition.

(i)      Minimum  Purchase  Commitment.  Customer  agrees to purchase the
         Minimum  Purchase  Commitment  of the [***] Pump Kits in each calendar
         year during the Term,  beginning  January 1, 2005. If Customer fails to
         purchase the Minimum  Purchase  Commitment of [***] Pump Kits on or
         before  December 15th of any given  calendar year during the Term,
         then Customer  shall pay to Supplier [***] U.S.  dollars (US $[***]) in
         immediately  available  funds for each [***] Pump Kit by which
         Customer  was short of the Minimum  Purchase  Commitment  for that
         calendar  year.  Such fees will be  invoiced  by  Supplier  to
         Customer on or before December  31st of the year to which they  apply,
         and  Customer  will pay such fees  within 90 days of the end of the
         month in which they are invoiced.  If Customer timely pays in full any
         payment arising under the previous  sentence,  then such payment will
         be deemed to fully satisfy  Customer's  obligations  with respect to
         the Minimum  Purchase  Commitment of [***] Pump Kits for that calendar
         year. In that case,  Customer's  failure to fulfill its Minimum
         Purchase  Commitment of [***] Pump Kits for that calendar year will not
         thereafter be deemed a breach of this Agreement,  and, if it was
         previously deemed a breach,  such breach will be deemed cured by such
         full and timely  payment.  The parties  acknowledge  and agree that
         other than the $50 per pump payment  described above in this Section
         5(d)(i),  no royalty  payments under the [***] Pump License  Agreement
         or other payments  will be due with respect to any  shortfall  in the
         Minimum  Purchase  Commitment.  The Minimum  Purchase  Commitment
         shall be  suspended  for the duration of any Call-Off  Breach,  as
         defined in Section 18. In the event the Call-Off  Breach is cured by
         Supplier  pursuant to Section 18(d), the Minimum Purchase  Commitment
         shall be reduced on a pro rata basis based upon the length of time the
         Call-Off Breach existed before Supplier cured the Call-Off Breach
         pursuant to Section 18(d).
<PAGE>

(ii)     Adjustment  to Minimum  Purchase  Commitment.  In the event that
         Customer is unable to place  and/or sell into any country in the
         Territory the [***] Pump Kits because such  placement or sale would
         either (A) be  prohibited by applicable  law or other governmental  or
         regulatory  authority,  or (B) likely  result in a material  risk to
         Customer of claims of  infringement  of third-party  intellectual
         property rights,  Customer may request a reduction in the Minimum
         Purchase  Commitment.  To request such  reduction,  Customer shall
         provide  Supplier with a reasonably  detailed  written  description
         of the applicable  legal prohibition  and/or  material  risk of
         infringement  and  evidence of the portion of the Minimum  Purchase
         Requirement  that Customer  previously  documented  for the country or
         countries in question.  Supplier and Customer will  thereafter
         cooperate for at least thirty (30) days to negotiate a mutually
         agreeable level of reduction and the effects,  if any, to the prices of
         the  [***]  Pump  Products.  The  negotiations  will be based on the
         reduction  in the  number of [***]  Pump Kits  needed by Customer due
         to the legal  prohibition  and/or material risk of  infringement.  If
         such mutual  agreement is not reached,  the Minimum  Purchase
         Commitment  shall  remain  unchanged.  If the Flocare 800 Pump
         Manufacturing  Agreement is  terminated  by Supplier under Section
         15(a)(iv) thereof,  or by Customer under Section 15(a)(viii)  thereof,
         the Minimum Purchase Commitment shall be increased by [***]units per
         calendar year.

(iii)    Phase Out of  MicroMax  Pumps.  Beginning  on the April 1,  2005
         milestone  deadline  for Phase 4 of the  Start-Up  Plan (the "Phase-Out
         Date"),  Customer will begin phasing out its MicroMax Pumps by
         terminating marketing efforts for the MicroMax Pumps and reducing the
         number of accepted  orders for MicroMax  Pumps.  In addition,  Customer
         will exert  Commercially  Reasonable Efforts  to  obtain  all
         necessary  registrations  of  the  Flocare  [***]  Pumps  in  each
         country  within  the  Territory. Notwithstanding  anything to the
         contrary,  Customer shall be free to obtain,  manufacture,
         commercialize,  market, place and sell  MicroMax  Pumps at all times
         prior to the  Phase-Out  Date.  The exact  timing of the phase out and
         replacement  of the MicroMax  Pumps by the Flocare [***] Pumps will
         depend upon (A) the current  stocks of MicroMax  Pumps in the market as
         of the Phase-Out  Date,  (B) the results of technical  validation  and
         market  tests  relating to the Flocare  [***]  Pumps,  and (C)
         Supplier's  ability to provide  sufficient  Flocare [***] Pumps to meet
         Customer orders  hereunder,  and (D) the  bureaucratic registration
         process in each country in the Territory.  In any event,  Customer will
         use Commercially  Reasonable  Efforts to cease  accepting  orders for
         MicroMax  Pumps prior to completion of the milestone of Phase 5 of the
         Start-Up  Plan;  provided, however,  that if Customer has exerted
         Commercially  Reasonable Efforts to obtain  registration of the Flocare
         [***] Pumps in each country within the Territory but such  registration
         has not been obtained due to bureaucratic  processes or requirements
         within any countries  within the  Territory,  then Customer may
         continuing  accepting  orders for MicroMax  Pumps in any such countries
         until registration of the Flocare [***] Pumps has been obtained in such
         countries.
<PAGE>

(e)      Regulatory Approvals. Customer will use Commercially Reasonable Efforts
         to obtain regulatory approvals of the [***] Products in each country
         within the Territory within six (6) months of the Amendment Effective
         Date.

(f)      No Re-deployment. Customer will not, directly or indirectly, re-deploy
         (place or sell) used Flocare [***] Pumps outside the Territory, and
         this provision shall survive termination of this Agreement.

6.       Certain Supplier Obligations.

(a)      Manufacturing Practices and Standards.

(i)      Compliance with Standards and Specifications.  Supplier represents and
         warrants that it has an established  standard operating procedure
        ("SOP") for the  manufacture  and supply of the [***]  Products and that
         such SOP contains  operating  standards or procedures  that are at
         least as good as those  prevailing  in the industry for a comparable
         supplier.  Supplier has designed and will  manufacture the [***]
         Products  according to (1) the Product  Specifications  applicable to
         the [***] Products,  (2) Supplier's SOP, and (3) the standards
         established by the FDA for current Good Manufacturing  Practices,  as
         established by the FDA for  current  Good  Manufacturing  Practices,
         as  specified  in 21 CFR  ss.820  Quality  System  Regulations;  21 CFR
         ss.807 Established  Registration and Device Listing for Manufacturers
         of Devices;  21 CFR ss.803 Medical Device Reporting;  21 CFR ss.801
         Medical Devices Reports of Corrections  and Removals;  the Federal
         Food, Drug and Cosmetic Act, as amended;  ISO 13485 Medical Devices -
         Quality management systems - Requirements for regulatory  purposes;
         European Council Directive 93/42/EEC of 14 June 1993 concerning medical
         devices;  IEC 601-1,  Medical electrical  equipment - Part 1: General
         requirements for safety; and IEC 601-1-2,  Medical  electrical
         equipment - Part 1-2: General  requirements for safety - Collateral
         standard:  Electromagnetic compatibility  - Requirements  and tests.
         This Section 6(a)(i) is not intended to limit  Supplier's  obligations
         to indemnify Customer under Section 17(a) (the items in this subsection
         (3), collectively, constituting the "Legal Standards").

(ii)     Changes in Manufacturing Processes, Materials, or Components.

(1)      Changes Initiated by Supplier. During the Term of this Agreement,
         Supplier shall have the right to make such changes as may be reasonably
         necessary to incorporate new technology or improve manufacturing
         processes by providing prior notice to Customer; provided, however,
         that if such changes (A) modify in any material fashion the [***]
         Products (as determined by Supplier in its reasonable discretion), or
         (B) change any of the suppliers and/or components listed in Exhibit G,
         then Supplier shall notify Customer and shall refrain from making any
         such changes without the prior written consent of Customer, which
         consent may not be unreasonably withheld.

(2)      Changes Initiated by Customer. Customer may propose changes to the
         Product Specifications or the general manufacturing process from
         time-to-time by submitting to Supplier a written engineering change
         request ("ECR"). Changes requested by Customer which are necessary in
         order to make any [***] Product comply with any of the standards set
         forth in Section 6(a)(i) or with the laws and regulations of any
         jurisdiction within the Territory, shall not be considered to be an ECR
         and shall be made promptly by Supplier at no charge to Customer;
         provided, that if any such change resulting from the requirements of
         the laws and regulations of any jurisdiction within the Territory is
         economically impractical (as determined in Supplier's reasonable
         discretion), then such change will be considered to be an ECR. With
         respect to each ECR submitted by Customer, Supplier shall determine and
         advise Customer in writing if the proposed change is acceptable. No
         changes to the Product Specifications or significant change to the
         manufacturing process shall be made without the prior approval of both
         parties hereto, which shall be evidenced by their signatures on the
         final ECR. All costs associated with an ECR, including scrapping of
         existing component inventory or rework costs, shall be borne by
         Customer and shall be agreed to in writing by the parties prior to
         implementing any change. Non-urgent ECRs shall be processed by Supplier
         within ten (10) working days, and acceptance or rejection of the
         request shall be acknowledged by Supplier within that time. In the
         event that Customer considers the ECR urgent, notice of such urgency
         shall be made at the time of request to Supplier, and the parties shall
         agree on a priority for the ECR. To expedite the implementation of
         approved, urgent ECRs, it may be necessary for Supplier to use redlined
         drawings and/or documentation to initiate the change. However, the use
         of any redlined drawings or documents for manufacturing purposes shall
         be permitted only upon the written approval of Customer.
<PAGE>

(iii)    Packaging. Customer will provide Supplier with finished artwork to be
         used by Supplier in producing the Supplied product packaging which
         shall be subject, in all cases, to the final approval of Customer.

(b)      Inspection and Documents; Audits.

(i)      Inspections by Customer.  Supplier shall permit  Customer or its
         agents,  during  reasonable  business hours and upon at least two weeks
         advance notice,  access to inspect Supplier's facility where the [***]
         Products are manufactured,  handled,  stored, or tested,  as well as
         records  relating to the manufacture,  storage,  handling,  or testing
         of the [***] Products.  Customer shall conduct such  inspection in a
         manner as to minimize  disruption of Supplier's  ongoing  operations,
         and Supplier  shall reasonably  assist Customer with such  inspections.
         Supplier hereby  acknowledges and agrees that Customer's right to
         inspect Supplier's  facilities to ensure such compliance does not in
         any way limit Customer's  rights and that any failure by Customer  to
         exercise such right(s)  shall not be held against  Customer for any
         reason  whatsoever and shall not diminish or constitute a waiver of
         Supplier's responsibility for the proper performance of its duties and
         obligations hereunder.

(ii)     Inspections by Government Authorities. Supplier shall extend the same
         inspection privileges set forth in Section 6(b)(i) to agents of the FDA
         or other governmental authorities as required by law. Supplier shall
         notify Customer within five (5) working days of any such inspection
         related to the [***] Products or ZEVEX [***] Products. In addition,
         Supplier shall provide Customer with copies of any and all inspection
         reports relating to the manufacture of the [***] Products or ZEVEX
         [***] Products from the FDA or other relevant governmental authority
         within five (5) working days of receipt of such reports.
<PAGE>

(iii)    Documents and Records. Upon request by Customer, Supplier shall furnish
         Customer with complete and accurate information and copies of documents
         necessary for Customer to: (A) provide Customer assurance that the
         [***] Products were manufactured and supplied in accordance with this
         Agreement and in compliance with applicable Laws, (B) enable Customer
         to ensure that the [***] Products comply with the labeling claims made
         for the [***] Products, (C) secure all governmental licenses,
         registrations or approvals for the [***] Products as required by
         applicable laws in the Territory, and (D) respond to all governmental
         inquiries or requests.

(iv)     Important Changes or Events. Supplier shall immediately inform Customer
         of any event or circumstance, including but not limited to, a Change of
         Control of Supplier, or an adverse change in the financial status of
         Supplier or its affiliated companies that may directly or indirectly
         prejudice Supplier's ability to comply with any of its undertakings in
         this Agreement, and, particularly, that may affect its manufacture and
         supply of the [***] Products, its capacity to meet the Maximum Monthly
         Product Amount, or any other matter that materially and adversely
         affects the ability of Supplier to perform its obligations under this
         Agreement.

(v)      No Waiver. Supplier acknowledges and agrees that Customer shall have
         the right, upon request, to confirm or verify that Supplier is in
         compliance with Section 6 hereof including the right to inspect
         Supplier's facilities pursuant to Section 6(b)(i) hereof to ensure such
         compliance.

(c)      No Conflicts. Supplier exclusively shall manufacture, package, and
         supply the [***] Products for Customer to sell or place within the
         Territory in accordance with Customer's specifications and the terms
         and conditions contained herein. During the term of this Agreement,
         Supplier will not supply or sell any [***] Products or ZEVEX [***]
         Products into the Territory, but Supplier may supply or sell or place
         any of its other clinical nutrition delivery pumps, disposable sets and
         accessories into the Territory so long as such clinical nutrition
         delivery pumps do not incorporate Supplier's patented or patent-pending
         technologies (other than the LifeGuard(R) anti-free flow protection
         technology and the EnteraLite(R) pole clamp) that are embodied in the
         ZEVEX [***] Products or the [***] Products.

(d)      Subcontractors; Suppliers and Distributors; Manufacturing Location.

(i)      Subcontractors. Supplier shall not subcontract with any third parties
         for the manufacture of the [***] Products without the prior written
         approval of Customer, which approval shall not be unreasonably
         withheld. If such approval is given by Customer, Supplier shall exert
         Commercially Reasonable Efforts to ensure that such subcontractors
         (including suppliers and distributors) comply with the necessary
         manufacturing requirements relating to the manufacture of the [***]
         Products.
<PAGE>

(ii)     Suppliers and Distributors.

(1)      Suppliers. Supplier will exert Commercially Reasonable Efforts to
         assist Customer in gaining access and documentation from any supplier
         used by Supplier in performing its obligations hereunder. Supplier will
         exert Commercially Reasonable Efforts to prevent its suppliers from
         supplying to any party other than Supplier (A) any patented components
         used in the [***] Products, or (B) any components of the [***] Products
         that are unique to the [***] Products. To the extent Supplier, in
         connection with the revised launch and roll-out schedule of [***]
         Products as contemplated by this Amendment, adjusts its materials and
         components inventory or reschedules, cancels or otherwise modifies any
         orders placed to its suppliers, Supplier shall be solely responsible
         for any resulting costs and expenses (the parties agreeing that
         Customer has previously been reimbursed by Supplier for all such costs
         and expenses incurred by Customer).

(2)      Distributors. Supplier will exert Commercially Reasonable Efforts to
         prevent its distributors from directly or indirectly selling or placing
         any ZEVEX [***] Products into the Territory.

(iii)    Manufacturing Location. Supplier will manufacture and package the [***]
         Products at Supplier's Facility.

7.       Ordering, Supplying, and Rejecting [***] Pump Products.

(a)      Ordering [***] Products. All [***] Pump Products shall be ordered
         through written Customer call-offs, as described in Section 7(d),
         below.

(b)      Terms and Conditions. The terms and conditions of this Agreement will
         apply to each call-off or shipment by Supplier hereunder, regardless of
         the terms stated on Supplier's invoice. The terms and conditions of
         Customer's form of purchase order or other business forms will not
         apply to any order notwithstanding Supplier's acknowledgment or
         acceptance of such call-off or shipment.

(c)      Cancellation of Call-Offs by Supplier. Supplier reserves the right to
         cancel any call-offs placed by Customer as set forth above, or to
         refuse or delay shipment thereof, if Customer (i) fails to make any
         payment when due as provided herein or under the terms of payment set
         forth in any invoice or otherwise agreed to by Supplier and Customer,
         or (ii) otherwise fails to comply in all material respects with the
         terms and conditions of this Agreement and fails to cure such
         non-compliance within sixty (60) days from the date Supplier notifies
         Customer of such failure to comply. No such cancellation, refusal or
         delay will, by itself, be deemed a termination or breach of this
         Agreement by Supplier.

(d)      Supplying [***] Pump Products.
<PAGE>

(i)      Forecasts  for [***] Pump Kits.  Customer  shall  provide  Supplier by
         the tenth (10th)  calendar day of each month during the Term a rolling,
         twelve-month  forecast  of the number of product  units of [***] Pump
         Kits and [***] Pump  Accessories  that Customer  anticipates  that
         Supplier will be required to ship pursuant to Customer's  call-offs in
         each month of such forecast (the  "Rolling  Forecast").  The Rolling
         Forecast for May 2005 through  April 2006 (the  "Initial  Rolling
         Forecast") is set forth on Exhibit I. Supplier  shall use the Rolling
         Forecast to plan capacity and order raw materials and component  parts
         to support forecast  projections.  The new Rolling Forecast provided in
         any given month (the "Current Month's Rolling  Forecast") may  increase
         or decrease  the  forecasted  shipments  by  Supplier  provided by
         Customer  during the prior month (the "Prior Month's Rolling
         Forecast");  provided,  however,  that the Current Month's Rolling
         Forecast may not (1) revise the forecasted quantities  to be shipped
         for the month in which it is  submitted  from the  forecast  for that
         month  contained  in the Prior Month's Rolling Forecast,  (2) increase
         by more than thirty percent (30%) the forecasted quantities to be
         shipped for the next full  calendar  month  after the current  month,
         as compared  to the  forecasted  quantities  to be shipped for that
         month as contained in the Prior  Month's  Rolling  Forecast,  or (3)
         increase by more than one hundred  percent  (100%) the  forecasted
         quantities  to be shipped  for the second  full  calendar  month  after
         the  current  month,  as  compared  to the  forecasted quantities to be
         shipped for that month as contained in the Prior Month's Rolling
         Forecast.

(ii)     Inventory,  Components,  and Raw Materials.  Supplier shall maintain
         sufficient inventory of [***] Products (no less than four weeks'
         anticipated  supply) and components to guarantee and minimize
         Supplier's lead times and to fulfill Customer's call-off requirements
         on a timely  basis,  such that the [***]  Products  will be finished
         and ready for  shipment on, or  immediately before,  the delivery
         date as set forth on the related  call-off.  Supplier  shall  acquire
         all raw and  packaging  materials (e.g.,  inventory,  packaging
         components,  parts, labels,  inputs, and other materials necessary for
         the manufacture,  supply, and delivery of [***] Products) solely from
         manufacturers  and suppliers that meet industry  standards of
         acceptability  and comply fully with all Laws (as  hereinafter
         defined).  Supplier may purchase and maintain up to a six (6) month
         supply of raw materials and  component  parts  necessary  for the
         manufacture  and supply of the [***]  Products  according to the
         12-month forecast.  If Supplier so elects,  Supplier  shall sell to
         Customer and Customer  shall  purchase any such raw  materials  and
         component parts that are not used by Supplier in accordance with the
         12-month  forecast  referred to in the previous  sentence within nine
         (9) months from the date they are received by Supplier at [***].  To
         assist  Supplier in determining  the need for such items,  Customer
         will use  Commercially  Reasonable  Efforts to apprise  Supplier of
         significant  developments,  such as market  conditions,  customer
         demand,  and sales forecasts,  which may occur with respect to its
         business as it relates to its requirements for [***] Products.

(iii)    Call-Offs and Shipment.

(1)      Lead Times for Shipment. Subject to the limitations on quantity set
         forth in Section 7(d)(iii)(2) below, Supplier shall ship the [***] Pump
         Products that Customer orders by call-off on or before the shipping
         dates requested by Customer in such call-off; provided, however, that
         Supplier will not be obligated to ship [***] Pump Products any sooner
         than two weeks after it receives a call-off for such [***] Pump
         Products from Customer, regardless of any language to the contrary in
         such call-off.
<PAGE>

(2)      Quantities to be Shipped. Supplier will ship ordered quantities of
         [***] Pump Products in accordance with Customer call-offs, so long as
         the called-off quantities do not exceed the lesser of (A) 120% of the
         current month's forecasted requirements (as contained in the most
         current Rolling Forecast) and (B) the Maximum Monthly Product Amount.

(3)      Efforts to Fulfill Customer's Lead Times and Quantity Needs. If
         called-off quantities and shipment dates for [***] Pump Products do not
         comply with the quantity or lead-time limitations set forth in Sections
         7(d)(iii)(1) and (2) above, Supplier will nonetheless exert
         Commercially Reasonable Efforts to fulfill such call-offs in as timely
         a manner as reasonably possible; provided, however, that no penalty for
         late or partial delivery shall apply to any such call-offs.

(4)      Modification and Cancellation of Call-Offs by Customer. The quantity of
         [***] Pump Products to be shipped pursuant to a call-off may be reduced
         or cancelled by Customer no less than three (3) days prior to the
         required shipment date without penalty. If Customer cancels a call-off
         less than three (3) days prior to the shipment date, Customer shall
         reimburse all costs reasonably and actually incurred by Supplier in
         connection with such call-off, but such reimbursement shall never
         exceed the purchase price of the product units that were cancelled, as
         referred to in the call-off. Such costs shall be submitted by Supplier
         to Customer within ten (10) working days after the cancellation. Any
         such reimbursement shall be determined based on the actual cost of the
         specific materials required to be purchased, if any, for the canceled
         call-off if said materials are covered within the scope of the
         call-off, provided that no alternative use for such materials can be
         found by mutual agreement of the parties. Customer may increase the
         quantity of [***] Pump Products ordered pursuant to a particular
         call-off by up to 20%, without any attendant change to the shipment
         date, if Customer submits such a request to Supplier in writing and
         such request is received by Supplier no less than one week prior to the
         originally requested shipment date.

(5)      Changes to Maximum Monthly Product Amount. During each Quarterly
         Meeting, the parties will review and consider the sufficiency of the
         Maximum Monthly Product Amount. If the parties mutually agree that an
         increase in the Maximum Monthly Product Amount is warranted based on
         the demand for the [***] Pump Products, then the Maximum Monthly
         Product Amount will thereafter be adjusted upward, effective as of the
         date mutually agreed by the parties.

(iv)     Shipment. All [***] Pump Products purchased by Customer hereunder will
         be shipped Ex Works (as defined in INCOTERMS 2000, International
         Chamber of Commerce), at Supplier's Facility. Customer will be
         responsible for and will pay all shipping, freight and insurance
         charges associated with the shipping of the products.
<PAGE>

(v)      Title/Risk of Loss. Title to the [***] Pump Products purchased by
         Customer and all risk of loss or damage will pass to Customer when the
         products are delivered to a shipper at Supplier's Facility. Customer
         shall bear the risk of loss or damage in transit.

(vi)     Partial Shipments. Unless Customer clearly advises Supplier to the
         contrary in writing, Supplier may make partial shipments on account of
         Customer's orders, to be separately invoiced and paid for when due;
         provided however, that if the aggregate price of shipping any
         called-off shipment is higher than the cost would have been if the
         entire shipment had been shipped at once, then Supplier will reimburse
         the Customer for the difference in shipping cost, and provided further
         that all such partial shipments are received by the date on which the
         total shipment is due under the applicable call-off. Failure to ship
         all shipments required under a call-off shall constitute a Call-Off
         Breach under Section 18. Delay in delivery of any shipment shall not
         relieve Customer of its obligation to accept the remaining deliveries.

(vii)    Failure to Fulfill Call-Off.

(1)      Notice. Supplier will notify Customer immediately, of any real or
         anticipated delays that could impact the supply of [***] Pump Products
         or the ability of Supplier to fulfill its obligations under this
         Agreement including, but not limited to, component supply or labor
         shortages, or events which involve health, safety, building code, or
         regulatory issues or violations. Supplier shall, in the event of lost
         production time for any reason, except through the fault of Customer,
         give Customer first priority from among Supplier's other customers in
         making up production schedules.

(2)             Effect.  Without  prejudice  to any other  rights of  Customer
         under this  Agreement,  if  Supplier  is unable to fulfill any Customer
         call-off  with respect to [***] Pump Products as to quantity or time of
         shipment  (assuming the  applicable lead times and quantity
         limitations are  satisfied),  then Supplier will be subject to a
         penalty with respect to the relevant  call-off of 0.5% of the invoice
         price of that portion of the call-off that is actually late in shipment
         for every  business day that the shipment  date of the [***] Pump
         Products  ordered  pursuant to that  call-off is late; provided,
         however, that the aggregate penalty under this section for late
         shipment with respect to any call-off will be capped at 20% of the
         total  purchase  price for such portion of the  call-off.  In any
         event,  the  penalties  set forth  herein will apply only to  call-offs
         and/or  portions of call-offs  representing  quantities  of the
         original call-off up to the applicable  Maximum  Monthly Product
         Amounts for [***] Pump Kits ordered during any calendar month during
         the Term (i.e.,  no penalty  under this section  will apply to
         call-offs  or portions of  call-offs  during a calendar month that
         exceed the applicable Maximum Monthly Product Amount for the [***]
         Pump Kits).
<PAGE>

(e)      Rejecting Nonconforming [***] Pump Products.

(i)      Defective  [***] Pump  Products.  Customer  will have no  obligation
         to inspect  incoming  shipments  of [***] Pump  Products received from
         Supplier.  However, if after receiving a shipment of [***] Pump
         Products,  Customer  reasonably  determines that any  [***]  Pump
         Product  or an  entire  lot of  [***]  Pump  Products  delivered  by
         Supplier  fails  to meet  the  Product Specifications,  and/or  any
         other  requirements  and  other  specifications  established  or
         agreed to from time to time by Customer,  and/or any other terms and
         conditions of this Agreement (the "Defective Products"),  Customer
         shall notify Supplier after discovery of the defect.  All Defective
         Products,  other than any Defective Products (or any portions thereof)
         retained by Customer for testing,  evaluating or sampling,  shall,  at
         Customer's  option,  but not earlier than five (5) business days after
         notification to Supplier by Customer in writing,  be returned to
         Supplier,  at Supplier's  expense,  after Customer has obtained a
         return  merchandise  authorization  number from  Supplier for such
         products.  Supplier  shall  promptly  repair or replace, at Supplier's
         sole discretion,  all Defective Products returned to Supplier.  If
         Supplier receives any written notice of Defective  Products,  Supplier
         shall,  at Supplier's  expense,  ship  replacement  or repaired  [***]
         Pump Products to the destination  designated by Customer as soon as
         reasonably possible after receipt of such notice,  provided that
         Supplier shall use its best efforts to make any such  shipment  ready
         for shipment  within five (5) business  days after  receiving  returned
         Defective  Products.  In the event  that  Supplier  fails to do so,
         Customer  may treat such  failure  as a  Call-Off  Breach pursuant to
         Section 18.  Notwithstanding  the foregoing,  neither Customer's
         failure to discover Defective Products nor any of the provisions  set
         forth herein for dealing with Defective  Products  shall  prejudice or
         affect  Customer's  other rights or remedies  under  this  Agreement
         or under  applicable  Law (as  hereinafter  defined),  including
         Customer's  rights to have Defective Products repaired or replaced
         under the Product Warranties set forth in this Agreement.

(ii)     Shortfall.  A "Shortfall" shall occur if Customer  reasonably
         determines that there is either (A) a shortfall in the quantity of
         [***] Pump  Products  delivered  by  Supplier  pursuant to a  call-off,
         and/or (B) any  shipment  of [***] Pump  Products delivered  by
         Supplier  pursuant to a call-off  contains  [***] Pump  Products  that
         have defects that are manifest and easily visible to the naked eye
         ("Visually  Defective  Products").  Customer shall notify  Supplier
         of any Shortfall  within five (5) business  days of the date the
         shipment is received by Customer at  Customer's  distribution  center
         in  Zoetermeer.  Visually Defective  Products  shall be returned to
         Supplier at  Supplier's  expense,  and  Supplier  shall  repair or
         replace  them and redeliver them to Customer in the same manner as
         Defective  Products under Section  7(e)(i) above.  In the case of a
         Shortfall in quantity,  Supplier shall ship a quantity of [***] Pump
         Products that are not Defective  Products and/or Visually Defective
         Products  to the  destination  designated  by  Customer to fulfill
         the entire  Call-Off  as soon as is  reasonably  possible, provided
         that Supplier shall use its best efforts to make any such shipment
         ready for shipment  within five (5) business days after  receiving
         notification  of  such  Shortfall  in  quantity.  Any  Shortfall  that
         is  identified  by  Customer  and is communicated  in writing by
         Customer  to  Supplier  within  five (5)  business  days of  Customer's
         receipt of a shipment at Customer's  distribution  center in Zoetermeer
         shall be deemed a Call-Off Breach under Section 18. If Customer does
         not notify Supplier of a Shortfall within five (5) business days of
         Customer's  receipt of a shipment at Customer's  distribution  center
         in Zoetermeer,  a Call-Off Breach shall not be deemed to have occurred,
         and Customer shall retain,  without  limitation,  all its other rights
         and remedies conferred under this Agreement and the Related Agreements.
<PAGE>

(f)      Ongoing Communication and Business Review.

(i)      Designated Representative. Each party agrees to designate one
         individual within such party's organization to serve as such party's
         primary point of contact and representative (the "Designated
         Representative") in such party's relationship and communications with
         the other party as contemplated in this Agreement. These Designated
         Representatives shall also involve other appropriate operational,
         strategic, technical, and regulatory personnel in such communications.

(ii)     Quarterly  Meetings.  The parties agree to hold a face-to-face  meeting
         at a minimum of once each calendar  quarter during the Term for such
         duration as the parties agree in good faith is necessary to address
         the various  issues that may arise  relating to the  performance of the
         parties under this Agreement (the  "Quarterly  Meetings").  The
         location of the Quarterly  Meetings shall  alternate  between
         Supplier's  Facility  and a Customer  facility in the  Territory.  The
         parties  shall  formulate in advance of each meeting a written  agenda
         of material  items that each party  proposes  should be  considered
         together in the meeting,  which agenda may include such items as
         on-time  delivery,  capacity  planning,  customer  complaints,  device
         master record review,  performance  forecasting,  product development,
         market feedback and trends (including  competitor  activity),
         corrective  action requests review,  Contingency  Plan review,  product
         training and support,  and sales review.  The parties shall make a
         reasonable  effort to have the  Designated  Representative  present at
         each  Quarterly  Meeting,  as well as such other  individuals  as would
         be  appropriate  in light of the agenda  for the  meeting.  Each party
         shall bear all of its own costs and expenses  associated with its
         participation in the Quarterly  Meeting.  The parties'  respective
         rights to request and  receive  information  hereunder  will not be
         affected  or limited by any  subject or matter  discussed  or planned
         to be discussed at any Quarterly Meeting.

(g)      Warranty. Supplier warrants, for a period of 12 months from the date of
         shipment from Supplier to Customer or any of Customer's distributors,
         resellers, or customers, as the case may be, that each [***] Product,
         other than the Flocare [***] Pump, to which a 24 month period shall
         apply, shall be free from defects in materials, components, design, and
         workmanship, shall conform to the Product Specifications, and shall be
         fit for the purpose of delivering the (i) Nutrison Standard, (ii)
         Nutrison Concentrated, (iii) Nutrison Multi-fibre, (iv) Nutrison
         Protein Plus Multi-fibre, and (v) Nutrison Low Energy enteral nutrition
         solutions currently produced by Nutricia (collectively the "Product
         Warranties"), under the following terms and conditions:

(i)      Supplier must be notified in writing of the alleged defect(s) during
         the term of the warranty; and
<PAGE>

(ii)     Supplier's warranty shall be voided in the event an [***] Product is
         subject to abuse, accident, alteration, modification, tampering,
         misuse, or the unauthorized repair or service by anyone other than
         Supplier (other than service permitted or required to be performed by
         the user as explained in a Supplier-approved operator's manual for such
         product).

(h)      No Other Warranties. Supplier provides no warranties hereunder except
         as stated in this Agreement. THE WARRANTIES STATED IN THIS AGREEMENT
         AND THE RELATED AGREEMENTS ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL
         OTHER EXPRESS OR IMPLIED WARRANTIES. Furthermore, the warranties
         provided in this Agreement run only to Customer and not to Customer's
         customers or end users.

(i)      Supplier Obligations for Breach of Warranty. Supplier's obligation with
         respect to [***] Products that it has supplied to Customer hereunder
         that fail to comply with the Product Warranties set forth in Section
         7(g) above shall be to repair or replace such [***] Products, as set
         forth in greater detail in the Maintenance and Service Agreement. The
         remedies available to Customer thereunder for the failure of [***]
         Products to comply with the Product Warranties set forth in Section
         7(g) above will be the sole and exclusive remedies available to
         Customer under such Product Warranties. This Section 7(i) is not
         intended to limit Supplier's obligation to indemnify Customer for
         certain third party products liability claims as described in Section
         17(a)(i).

(j)      Warranty Claims. The parties have entered into the Maintenance and
         Service Agreement that will provide for the following: (i) reporting of
         product defects, (ii) the process for responding to warranty claims,
         and (iii) the process for repairing or replacing damaged or defective
         [***] Products.

8.       Commercialization of [***] Products.

(a)      Commercialization.

(i)      Commercialization Efforts by Customer. Customer will have the exclusive
         right and obligation to use Commercially Reasonable Efforts to
         commercialize the [***] Products within the Territory as the highly
         preferred option for users of clinical nutrition pumps and delivery
         systems.

(ii)     Training of Customer's Sales Representatives. Supplier will provide
         training to Customer's sales representatives as set forth in this
         Section 8. As to training held at Supplier's Facility, Supplier will
         provide training to Customer's sales representatives up to twice yearly
         at Supplier's cost; provided, however, that Customer will pay all
         travel and related expenses for its sales representatives who attend
         the training. As to training held at a location other than Supplier's
         Facility, Supplier will provide training to Customer's sales
         representatives no more than once quarterly at a location designated by
         Customer, and Customer will pay Supplier's costs (including business
         class travel and related expenses, as well as an hourly fee of $100 per
         hour, per person for personnel conducting the training) associated with
         such training.
<PAGE>

(iii)    Promotional Materials. Supplier and Customer will cooperate to develop
         appropriate promotional materials for the [***] Products (including
         manuals, promotional claims, etc.). Customer will translate all [***]
         Product related manuals, materials, and product labeling into the
         languages of the Territory.

(b)      Suitable Inventory and Premises. At all times throughout the Term of
         this Agreement, Customer will maintain at least a four-week supply of
         [***] Pump Products on hand in one or more of its facilities located
         within the Territory for placement or sale in the Territory. If at any
         time Customer's inventory of [***] Pump Products on hand is depleted
         below a projected four-week supply of such products, then Customer will
         promptly order sufficient additional [***] Pump Products to restore its
         inventory levels to a four-week supply. In addition, throughout the
         Term of this Agreement, Customer will maintain adequate inventory
         levels of the [***] Pump Products for demonstration and training
         purposes.

(c)      Conduct of Business. Each of Supplier and Customer will promote the
         business and company of the other in a manner that reflects favorably
         on the other, and each will avoid deceptive, misleading, or unethical
         business practices that are likely to be detrimental to the other, its
         business, or the general public.

(d)      Market Information and Planning. Each of Supplier and Customer will
         advise the other promptly after they receive information concerning the
         market for clinical nutrition delivery devices (both within and outside
         the Territory) and will, from time-to-time, consult with each other
         with respect to market conditions, sales forecasting, product planning,
         and promotional activities; provided that neither party will be
         obligated to disclose any such information to the other if doing so
         would be a breach of such party's obligations to a third party to
         maintain the confidentiality of such information.

(e)      Compliance with U.S. Export Laws. Customer understands that the [***]
         Products are restricted by the United States Government from export to
         certain countries, and Customer agrees that it will not sell the [***]
         Products in any way that will violate any of the export control laws or
         regulations of the United States ("U.S. Export Control Laws"). Supplier
         will inform Customer from time to time about applicable U.S. Export
         Control Laws and prohibited countries. Customer will provide to
         Supplier such documentation and certifications as may be required for
         compliance with the export control laws of the United States.

(f)      Governmental Approvals. If any approval with respect to this Agreement,
         or the registration thereof, shall be required at any time during the
         term of this Agreement, with respect to giving legal effect to the
         Agreement in the Territory, or with respect to compliance with exchange
         regulations or other requirements so as to assure the right of
         remittance abroad of U.S. dollars, Customer shall immediately take
         whatever steps may be necessary in this respect, and any charges
         incurred in connection therewith shall be for the account of Customer.
         Customer shall keep Supplier currently informed of its efforts in this
         regard.

9.       Inspections, Records, and Reporting.
<PAGE>

(a)      Deliveries and Inventories. In the Quarterly Meetings, Customer will
         provide to Supplier information about Customer's deliveries of [***]
         Pump Products within the Territory. In addition, upon either party's
         request, the other party will provide to the requesting party
         information about the providing party's inventory levels of [***] Pump
         Products and such other information as the requesting party may
         reasonably request.

(b)      Reports of Alleged Claims. Customer shall notify Supplier in writing of
         any claim or proceeding involving advertisement or distribution of the
         [***] Pump Products by Customer, including claims asserting
         infringement of any intellectual property rights by Supplier
         Intellectual Property or the [***] Pump Products, within ten (10) days
         after Customer learns of such claim or proceeding. Customer shall also
         report promptly to Supplier all claimed or suspected product defects
         relating to the [***] Pump Products. Supplier shall notify Customer in
         writing of any claim or proceeding involving advertisement or
         distribution of ZEVEX [***] Products by Supplier outside of the
         Territory, including claims asserting infringement of any intellectual
         property rights by Supplier Intellectual Property or ZEVEX [***]
         Products, within ten (10) days after Supplier learns of such claim or
         proceeding. Supplier shall also report promptly to Customer all claimed
         or suspected product defects relating to the ZEVEX [***] Products.

(c)      Maintenance of Records. Customer shall maintain during and two (2)
         years beyond the life of the Flocare [***] Pumps its records, contracts
         and accounts relating to the distribution of the Flocare [***] Pumps,
         and shall permit examination thereof by authorized representatives of
         Supplier (i) in connection with any recall under Section 18 or (ii)
         after any written request by Supplier that is based on a reasonable
         determination by Supplier that it has need to verify the accuracy of
         information or reports previously provided to Supplier by Customer.
         With respect to sales to end users of the Flocare [***] Pumps, Customer
         shall track and require its dealers to track the location of pumps sold
         or placed with end users. Customer and each of its dealers shall
         maintain a record of pump location by serial number, location, and
         telephone/fax contact. At each Quarterly Meeting, Customer will provide
         to Supplier a written report of the quantities of [***] Products placed
         in each country within the Territory during the prior quarter.

10.      New Product Development.

(a)      Innovation. Beginning on or after January 1, 2005, Supplier will exert
         efforts to investigate, discuss, and/or develop improvements with
         respect to the [***] Products and/or new enteral feeding pumps,
         disposable sets, or accessories that are advancements from the [***]
         Products (each such improvement an "Innovation") by (i) discussing
         product innovation at least annually in one of the Quarterly Meetings
         with Customer and (ii) budgeting and maintaining sufficient marketing
         resources, as determined in Supplier's reasonable discretion, to
         support the discussions required by subsection 10(a)(i). Unless
         otherwise explicitly agreed in a writing signed by both Customer and
         Supplier, Supplier will own all right, title to and interest in any
         Innovations and Customer hereby assigns any right, title to, and
         interest in such Innovations to Supplier. If the parties mutually
         determine that an Innovation is Commercially Viable (as defined below),
         then Supplier shall spend annually, in the aggregate, on research and
         development efforts relating to such Innovation and any other
         Innovations deemed to be Commercially Viable under this section, up to
         2% of the gross revenues generated under this Agreement during the same
         fiscal year (the "Invested Amount"). Supplier will be obligated to
         spend the Invested Amount on such research and development efforts from
         the date the parties both approve the project until the date that
         Supplier determines in good faith that the project is complete or that
         it should be abandoned. The Invested Amount shall be calculated in each
         of Supplier's fiscal years or a portion thereof from the beginning to
         the end of the project. For purposes of this Agreement "Commercially
         Viable" shall mean both (x) the recapture of the Invested Amount by
         Supplier within the first two years from the date of commercialization
         of the project and (y) a projected return on investment to Supplier of
         at least 10% annually over the life of the project.
<PAGE>

(b)      Supplier Funded Product Improvements. Supplier will exert Commercially
         Reasonable Efforts to improve the [***] Products, and to develop new
         enteral feeding pumps, disposable sets, and accessories that are
         advancements from the [***] Products (each such improvement a "Supplier
         Funded Product Improvement"). All intellectual property and other
         rights associated with any Supplier Funded Product Improvement will
         belong to Supplier; provided, however, that Supplier will provide to
         Customer a first right to commercialize such Supplier Funded Product
         Improvements in the Territory.

(c)      Customer Funded Product Improvements. Customer will not make
         improvements to the [***] Products without Supplier's prior written
         consent. Customer may hire Supplier to make improvements to the [***]
         Products, on terms that are mutually acceptable to Customer and
         Supplier, but in any event the costs and expenses associated with such
         improvements will be paid for by Customer (each such improvement a
         "Customer Funded Product Improvement"). Any such Customer Funded
         Product Improvements will be owned by Customer; provided, however, that
         Supplier will have an option to license such improvements from
         Customer, without the payment of any royalties therefore, for purpose
         of manufacturing and selling of such Customer Funded Product
         Improvements, alone or in combination with other products, outside of
         the Territory.

(d)      Jointly Developed Product Improvements. If the parties agree to jointly
         develop and fund improvements to the [***] Products and/or the ZEVEX
         [***] Products (each such improvement a "Jointly Developed Product
         Improvement"), then the parties will jointly own such Jointly Developed
         Product Improvements on such terms and conditions to which they
         mutually agree. In any event, such agreement will provide that (i)
         Supplier will have a license to manufacture, use, and sell such Jointly
         Developed Product Improvement, alone or in combination with other
         products, in geographic areas outside of the Territory, and (ii)
         Customer will have a license to use or sell such Jointly Developed
         Product Improvement, alone or in combination with other products,
         inside of the Territory.

11.      Supplier's Obligations.

(a)      Compliance With Laws. Supplier shall comply, and shall ensure that the
         storage, manufacture, packaging, labeling, supply, and delivery of
         [***] Products or any components thereof, materially comply with
         applicable U.S. laws, regulations, rules, and orders (collectively,
         "Laws"), and shall make such adjustments as may be necessary to effect
         and maintain such compliance throughout the Term. Without limiting the
         generality of the foregoing, (i) Supplier's facilities shall comply
         with all product safety, sanitation, and environmental Laws, (ii) all
         [***] Products shall be clearly and accurately labeled and packaged in
         the manner requested by Customer and otherwise as required by all Laws,
         and (iii) Supplier acknowledges that it is familiar with the Foreign
         and Corrupt Practices Act of the United States and agrees that it shall
         at all times comply with such Act in carrying out and performing its
         duties under this Agreement.
<PAGE>

(b)      Approvals. Supplier shall obtain, at its sole expense, all
         governmental, administrative, and other approvals, licenses, permits,
         and other authorizations and registrations necessary for the operation
         and conduct of its business, including without limitation, the
         development, manufacture, and supply of the [***] Products.

(c)      Necessary Inventory, Equipment, etc. Supplier shall obtain all
         inventory, equipment, employees, facilities, and any other item
         necessary in order to assure that Supplier has, and will have, the
         ability to perform its obligations hereunder in accordance with the
         terms and conditions hereof.

12.      Price and Payment Terms.

(a)      Prices. Customer shall pay Supplier for the [***] Pump Products at the
         Initial Product Prices. With respect to all [***] Pump Products other
         than the [***] Pump Kits, the Initial Product Prices shall remain
         unchanged during the first twelve (12) months after the Amendment
         Effective Date. After such initial twelve (12) month period, the
         Initial Product Prices for [***] Pump Products other than the [***]
         Pump Kits may be increased by Supplier on an annual basis. Price
         increases for the [***] Pump Accessories may be increased by Supplier
         by a percentage not to exceed any proportional increase in the
         ElectroMedical Apparatus Manufacturing PCU334510334510 Index published
         by the U.S. Department of Labor, Bureau of Labor Statistics (the
         "ElectroMedical Apparatus Index"), referenced back twelve (12) months
         prior to the effective date of such price change. Prices for the [***]
         Pump Kits shall be fixed for five years from the Effective Date. After
         such five (5) year period, the price for the [***] Pump Kits may be
         increased by Supplier by a percentage not to exceed any proportional
         increase in the ElectroMedical Apparatus Index, referenced back twelve
         (12) months prior to the effective date of such price change. The
         product prices, including the Initial Product Prices, for all [***]
         Pump Products shall include the cost of all materials, but do not
         include shipping costs, taxes, charges, tariffs, and duties, all of
         which shall be paid by Customer.

(b)      Cost Savings. Supplier will exert Commercially Reasonable Efforts to
         reduce the costs of obtaining the materials used in manufacturing of
         [***] Pump Accessories. To the extent that cost savings are actually
         realized from such efforts, the cost savings shall be split equally
         between the parties as set forth herein. These cost savings shall be
         determined by comparing the new cost of materials to the costs that
         formed the basis for the applicable Initial Product Prices, with
         reliance on appropriate supporting data. These cost savings shall be
         shared by reducing the Initial Product Prices by an amount equal to one
         half of the cost savings.

(c)      Payment Terms. Supplier shall provide an invoice to Customer based on
         the actual amount of [***] Pump Products shipped to Customer or its
         designee(s). Customer shall cause payment for the [***] Pump Products
         purchased from Supplier under the terms of this Agreement to be made no
         later than ninety (90) days from the end of the month in which the
         product was shipped. Late payments will be subject to a 1.5% penalty
         per month. All payments will be made via wire transfer in United States
         currency.
<PAGE>

13.      Representations and Warranties.

(a)      Supplier's Representations and Warranties. Supplier hereby represents
         and warrants to Customer that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Supplier to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    Prior to purchase of [***] Products by Customer hereunder, Supplier
         will own title to those [***] Products free and clear of liens and
         encumbrances;

(iv)     It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(v)      To the knowledge of Supplier, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Supplier
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(vi)     Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Supplier hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Supplier or any officer,
         director, employee or controlling person of Supplier is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and

(vii)    No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Supplier in accordance with its terms.

(b)      Customer's Representations and Warranties. Customer hereby represents
         and warrants that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Customer to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;
<PAGE>

(iv)     To the knowledge of Customer, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Customer
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Customer hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Customer or any officer,
         director, employee or controlling person of Customer is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and

(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Customer in accordance with its terms.

14.      Intellectual Property.

(a)      Ownership of Product Rights/Intellectual Property Rights. Supplier has
         and will retain all right, title to, and interest in Supplier
         Intellectual Property; provided, however, that Supplier has provided
         certain rights with respect to the Supplier Intellectual Property to
         Customer under the [***] Pump License Agreement. Customer has and will
         retain all right, title to, and interest in Customer Intellectual
         Property.

(b)      Use of Trademarks. Customer hereby grants to Supplier, throughout the
         term of this Agreement, a limited, exclusive, non-transferable,
         royalty-free license solely to use the trademarks, service marks, trade
         names, and logos owned by or licensed to Customer (the "Customer
         Trademarks") in labeling and packaging the [***] Products for Customer
         for the remainder of the Term only and not thereafter, and at all times
         subject to Customer's specifications and the terms and conditions of
         this Agreement. Supplier hereby agrees that Customer Trademarks shall
         only be affixed to the [***] Products. Supplier shall have no rights to
         use Customer Trademarks other than for purposes of labeling and
         packaging [***] Products pursuant to this Agreement, which labeling and
         packaging shall be in the form and substance previously approved in
         writing by Customer. Supplier agrees to submit copies of the proposed
         manner, use, and layout of Customer Trademarks for approval by
         Customer, in Customer's sole and absolute discretion, prior to Supplier
         using Customer Trademarks as set forth herein. Supplier shall not use
         Customer Trademarks in advertising or promotional campaigns or
         otherwise, or use any confusingly similar names, marks, or logos, in
         any manner that, in Customer's sole and absolute discretion, may be
         inconsistent with Customer's public image or be misleading or harmful
         to Customer. Supplier acknowledges and agrees that Customer Trademarks
         are owned exclusively by, or licensed by third parties to, Customer and
         that Supplier has neither acquired nor shall acquire any rights
         therein. Supplier shall not assert or claim any rights over Customer
         Trademarks nor contest same or challenge the validity thereof. The term
         "exclusive," as used in this Section 14(b) shall mean that Customer and
         Supplier will be the only parties entitled to use the Customer
         Trademarks as set forth above. The term "exclusive," as used in this
         Section 14(b) shall not constitute or impose any limitation on the
         manner in which Customer may use or license the Customer Trademarks in
         connection with any product other than the [***] Products, whether such
         products are sold or placed inside or outside of the Territory.
         Notwithstanding this license, Customer Trademarks shall remain the
         property of Customer.
<PAGE>

(c)      Representations and Warranties regarding Intellectual Property.
         Supplier represents and warrants that:

(i)      Supplier is the sole legal and beneficial owner of the Supplier
         Intellectual Property.

(ii)     To the best knowledge of Supplier, none of Supplier's Intellectual
         Property infringes or is alleged to infringe upon any patents or other
         intellectual property rights of any third party.

(iii)    All utility patents held by Supplier in the United States with respect
         to the [***] Products have been applied for in the United States, the
         European Community, Switzerland, China and Japan. With respect to
         Supplier Trademarks, the [***] word mark, the [***] logo design, and
         the ZEVEX word mark have either been filed or the filing process has
         been initiated in the United States, the European Community,
         Switzerland, China, and Japan.

(d)      Nationalization of Patents. Supplier will use Commercially Reasonable
         Efforts to nationalize its patents relating to the [***] Products in
         the following countries in the Territory: United Kingdom, Germany,
         France, Italy, Benelux, Austria, and China.

(e)      Notice of Infringement.

(i)      Supplier shall promptly notify Customer of any actual or apparent
         infringement of Customer Intellectual Property of which Supplier
         becomes aware. Customer may, at its sole option and expense, prosecute
         any suit it deems necessary or appropriate to protect any of Customer's
         rights to Customer Intellectual Property from and against infringement
         by third parties anywhere in the world and Supplier shall cooperate
         fully with Customer in connection with any such action.

(ii)     Customer shall promptly notify Supplier of any actual or apparent
         infringement of Supplier Intellectual Property of which Customer
         becomes aware. Supplier may, at its sole option and expense, prosecute
         any suit it deems necessary or appropriate to protect any of Supplier's
         rights to Supplier Intellectual Property from and against infringement
         by third parties anywhere in the world and Customer shall cooperate
         fully with Supplier in connection with any such action.

15.      Confidential Information.

(a)      Confidential and Proprietary Information.
<PAGE>

(i)      Disclosure to Customer of Manufacturing File for [***] Products.
         Promptly following the execution of this Agreement by the parties,
         Supplier will provide Customer with such information relating to the
         [***] Products as will be necessary for Customer to obtain the CE Mark
         and comply with other applicable laws and regulations relating to the
         [***] Products and the transactions contemplated by this Agreement.

(ii)     Supplier  Obligations  with  respect  to  Customer  Confidential
         Information.   Supplier  agrees  to  hold  all  confidential
         information of Customer and its affiliated  companies,  including
         without limitation,  any information  relating to Customer's and its
         affiliates'  business  operations,  price lists,  manufacturing data,
         marketing  information  strategies,  customer or product lists,
         research and  development  information  and all other  information
         disclosed by Customer or its affiliates to Supplier  ("Customer
         Confidential  Information"),  in strict confidence and not to use any
         of the foregoing  commercially for its own benefit or that of anyone
         else nor for the purpose of  developing  or improving a product or
         method for anyone  except Customer.  Supplier  agrees to limit
         dissemination  of and access to Customer  Confidential  Information
         only to the persons within Supplier's  organization and Supplier's
         affiliated  organizations,  including their respective third party
         contractors, subcontractors,  manufacturers and business partners,
         and then only to those persons who have a need for access thereto,  and
         who have  entered into a  restrictive  agreement  prohibiting  such
         personnel  from doing  anything  with respect to Customer Confidential
         Information that Supplier would itself be prohibited from doing under
         this Agreement.  Notwithstanding  anything to the contrary  herein,
         Supplier may make such  disclosures as necessary in connection  with
         the  preparation,  filing,  and dissemination of its filings with the
         U.S.  Securities and Exchange  Commission  (e.g.,  10-Ks,  10-Qs, and
         8-Ks) and/or other disclosures as required by applicable law; provided,
         however,  that it shall first notify Customer of any such disclosure in
         order that the parties may seek appropriate confidential treatment for
         information they deem to be confidential.

(iii)    Customer  Obligations  with  respect  to  Supplier  Confidential
         Information.   Customer  agrees  to  hold  all  confidential
         information of Supplier and its affiliated  companies,  including
         without limitation,  any information  relating to Supplier's and its
         affiliates'  business  operations,  price lists,  manufacturing data,
         marketing  information  strategies,  customer or product lists,
         research and development  information,  and all other  information
         disclosed by Supplier or its affiliates to Customer  ("Supplier
         Confidential  Information"),  in strict confidence and not to use any
         of the foregoing  commercially for its own  benefit  or that of anyone
         else.  Customer  agrees to limit  dissemination  of and access to
         Supplier  Confidential Information only to the persons within Royal
         Numico,  Numico and Nutricia,  and their  affiliates,  and their
         respective third party contractors,  subcontractors,  manufacturers and
         business  partners,  and then only to those persons who have a need for
         access  thereto,  and who have entered into a  restrictive  agreement
         prohibiting  such  personnel  from doing  anything with respect to
         Supplier  Confidential  Information and such  information that Customer
         would itself be prohibited from doing under this  Agreement.
         Notwithstanding  anything to the  contrary  herein,  Customer  may make
         such  disclosures  as  necessary  in connection with the preparation,
         filing, and dissemination of disclosures as required by applicable law;
         provided,  however, that it shall first  notify  Supplier of any such
         disclosure  in order that the  parties  may seek  appropriate
         confidential treatment for information they deem to be confidential.
<PAGE>

(b)      Use of Confidential Information of Other Parties. Each party
         represents, warrants, and covenants that it will not use in the course
         of its performance under this Agreement, or disclose to the other
         parties hereto, any confidential or proprietary information of any
         third party (including competitors of the other parties) without the
         prior written consent of the party to whom such confidential or
         proprietary information belongs.

(c)      Disclosure does not constitute a License. Neither the execution of this
         Agreement nor the disclosure of any confidential or proprietary
         information by one party to the other hereunder shall be construed as
         granting to the recipient of such information, by implication or
         otherwise, any right in, or license to, other than expressly contained
         herein, any present or future proprietary information, patent,
         trademark, copyright invention, now or hereinafter, owned or controlled
         by the disclosing party. Each party will be authorized to use the other
         party's confidential information that is disclosed hereunder only for
         such purposes as are expressly contemplated by this Agreement.

(d)      Notice of Unauthorized Disclosure. If either party becomes aware of any
         unauthorized disclosure of the other party's confidential information,
         it will immediately notify the other party of such unauthorized
         disclosure and will take all reasonable steps to mitigate the potential
         harm associated with such unauthorized disclosure.

(e)      Survival. The provisions regarding Confidential Information shall
         survive the termination or expiration of this Agreement, except that
         such obligations shall not limit Customer's rights under the Related
         Agreements. 16. Termination.

(a)      Termination Events.

(i)      Upon a Bankruptcy Event of Customer, Customer shall notify Supplier
         thereof within one (1) business day thereof. Supplier may elect to
         terminate the Agreement by giving written notice to Customer within
         thirty (30) days of that notice.

(ii)     Upon a Change of Control of Customer, Customer shall notify Supplier
         thereof within one (1) business day of the public announcement thereof.
         Thereafter, Supplier may elect to terminate the Agreement by giving
         written notice to Customer within thirty (30) days of the public
         announcement of the Change of Control of Customer.

(iii)    Upon the failure of Customer to pay to Supplier monies when due by
         Customer to Supplier under any of this Agreement or the Related
         Agreements, Supplier may give notice to Customer of such non-payment.
         Thereafter, if Customer fails to pay such monies to Supplier within
         five (5) business days of such notice, then this Agreement shall
         terminate on that 5th business day. If Customer pays the monies due to
         Supplier within those five (5) business days, then this Agreement shall
         not terminate.
<PAGE>

(iv)     Upon a material  breach of this  Agreement  by  Customer,  Supplier may
         give notice to Customer of such  material  breach.  If Customer  fails
         to cure such material  breach within sixty (60) days of such notice,
         then this Agreement may be terminated by Supplier  at any time  during
         the  period  that  begins on the  sixtieth  (60th) day  following  such
         notice and ends on the ninetieth  (90th) day following such notice (the
         "Supplier  Termination  Period") by giving written notice of such
         termination to Customer before the expiration of the Supplier
         Termination  Period.  Supplier's failure to terminate this Agreement
         during the Supplier  Termination  Period will  constitute a waiver of
         Supplier's  rights to terminate this Agreement by reason of the
         applicable  breach,  but will not  constitute a waiver of  Supplier's
         other rights and remedies  under this  Agreement,  or a waiver of
         future similar breaches.

(v)      Upon a Bankruptcy Event of Supplier, Supplier shall notify Customer
         thereof within one (1) business day thereof. Customer may elect to
         terminate the Agreement by giving written notice to Supplier within
         thirty (30) days of that notice.

(vi)     Upon a Change of Control of Supplier, Supplier shall notify Customer
         thereof within one (1) business day of the public announcement thereof.
         Thereafter, Customer may elect to terminate the Agreement by giving
         notice to Supplier within thirty (30) days of the public announcement
         of the Change of Control of Supplier.

(vii)    Upon a material  breach of this  Agreement  by  Supplier,  Customer may
         give notice to Supplier of such  material  breach.  If Supplier cures
         such material  breach within sixty (60) days following such notice,
         then this Agreement shall not terminate by reason of that material
         breach.  If Supplier fails to cure such material  breach within sixty
         (60) days of such notice,  then this  Agreement may be  terminated by
         Customer at any time during the period that begins on the sixtieth
         (60th) day following such notice and ends on the ninetieth (90th) day
         following such notice (the "Customer  Termination  Period") by giving
         written notice of such  termination  to Supplier  before the
         expiration of the Customer  Termination  Period.  Customer's  failure
         to terminate this Agreement  during the Customer  Termination  Period
         will constitute a waiver of Customer's  rights to terminate this
         Agreement by reason of the applicable  material  breach,  but will not
         constitute a waiver of Customer's other rights and remedies under this
         Agreement, or a waiver of future similar breaches.

(viii)    At any time after January 1, 2008,  Customer may terminate this
          Agreement by giving  two-years  notice  pursuant to Section 2 above.

(ix)     At any time after January 1, 2008,  Supplier may terminate this
         Agreement by giving  two-years  notice  pursuant to Section 2 above.

(x)      Customer sends a notice of termination of this Agreement due to
         Supplier's failure to fulfill a call-off pursuant to the "Termination
         Remedy" described in Section 18(c)(iv) below.
<PAGE>

(xi)     In the event Supplier commences a voluntary proceeding under Title 11
         of the Unites States Code (the "Bankruptcy Code") and/or is adjudicated
         a debtor in an involuntary case under the Bankruptcy Code, and
         subsequently requests authority of the Bankruptcy Court to reject this
         Agreement pursuant to Section 365(a) of the Bankruptcy Code, the
         rejection of this Agreement, when effective, shall constitute a breach
         permitting Customer to terminate this Agreement. Notwithstanding any
         other provision to the contrary contained herein or in the Related
         Agreements, such breach and termination shall have no effect upon the
         Related Agreements or upon the rights of the parties under those
         agreements.

(xii)    Upon termination of the [***] Pump License Agreement pursuant to
         Section 5(b)(iv) thereof, this Agreement shall terminate
         contemporaneously with the termination of the [***] Pump License
         Agreement.

(xiii)   Upon an uncured material breach of the Disposable Set Components Supply
         Agreement by Customer, Supplier may terminate this Agreement.

(xiv)    Upon an uncured material breach of the Disposable Set Components
         License Agreement by Customer, Supplier may terminate this Agreement.

(xv)     Upon termination of the Disposable Set Components Supply Agreement
         pursuant to Sections 15(a)(i), (ii) or (iii) thereof, this Agreement
         shall terminate contemporaneously with the termination of the
         Disposable Set Components Supply Agreement.

(xvi)    Upon termination of the Disposable Set Components License Agreement
         pursuant to Sections 5(b)(i), (ii) or (iii) thereof, this Agreement
         shall terminate contemporaneously with the termination of the
         Disposable Set Components License Agreement.

(xvii)   Customer may terminate this Agreement upon written notice to Supplier
         in the event of Supplier's failure to meet any of the milestones under
         the Start-Up Plan within fifteen (15) days after the deadline for such
         milestone, provided that Customer's failure to terminate this Agreement
         pursuant to the foregoing on or before fifteen (15) days after the
         deadline for such milestone, will constitute a waiver of Customer's
         rights to terminate this Agreement by reason of such failure.

(xviii)  This Agreement shall terminate if Customer terminates any Related
         Agreement (or sends a notice of such termination) on or before the date
         of Supplier's satisfaction or failure to satisfy the milestone of Phase
         5 of the Start-Up Plan, or if Customer terminates, at any time, the
         [***] Disposable Set Components Supply Agreement based on Supplier's
         failure to satisfy the milestone of Phase 5 of the Start-Up Plan. Any
         such termination under this provision shall be effective as of the same
         date on which the termination of such Related Agreement is effective.

(b)      Effect of Termination, Expiration, or Non-Renewal.
<PAGE>

(i)      Purchase of Inventory.

(1)      Following the termination of this Agreement due to a Bankruptcy Event
         of Customer pursuant to Section 16(a)(i) above, or due to the Change of
         Control of Customer pursuant to Section 16(a)(ii) above, or due to the
         failure of Customer to pay monies to Supplier hereunder pursuant to
         Section 16(a)(iii) above, or due to a material breach of the Agreement
         by Customer pursuant to Section 16(a)(iv) above, then, within thirty
         (30) days of any such termination, Customer shall purchase all of
         Supplier's inventory of finished [***] Pump Products and all of
         Supplier's inventory of custom components for the [***] Pump Products;
         provided, however, that Customer shall not be required to purchase such
         inventories to the extent that they exceed Customer's forecasted
         requirements hereunder for ninety (90) days following the termination
         date. Supplier acknowledges and agrees that Customer will be entitled
         to sell or place within the Territory any [***] Pump Products that
         Customer purchases pursuant to this Section 16(b)(i)(1).

(2)      Following the termination of the Agreement pursuant to Section
         16(a)(xvii) above, due to a failure of Supplier to fulfill call-offs
         pursuant to Section 16(a)(x) (with reference to Section18(c)(iv)), due
         to a Bankruptcy Event of Supplier pursuant to Section 16(a)(v) above,
         or due to the Change of Control of Supplier pursuant to Section
         16(a)(vi) above, or due to a material breach of the Agreement by
         Supplier pursuant to Section 16(a)(vii) above, then, within thirty (30)
         days of such termination, Customer may elect to purchase all or any
         portion of Supplier's inventory of finished [***] Pump Products and
         Supplier's inventory of custom components for the [***] Pump Products.
         If Customer elects to purchase less than all of these inventories, then
         Supplier, at its expense, shall destroy the remaining inventories of
         the custom components of the [***] Pump Products whether or not these
         components have already been incorporated into finished [***] Pump
         Products. Supplier may use for its own purposes all the remaining
         components of the [***] Pump Products that are not custom components
         for the [***] Pump Products.

(ii)     Return of Materials Upon  Termination.  Upon  termination,  expiration,
         or non-renewal  of this  Agreement,  each party shall return to the
         other party all materials and documents  containing  confidential  and
         proprietary  information,  including any copies or extracts  thereof,
         and shall erase any copies  thereof  contained  in any  electronic  or
         other memory  device.  In addition,  at that time each party shall
         immediately  cease and desist from using any confidential or
         proprietary  information of the other parties hereto for any purpose
         whatsoever.  Each party will certify in writing to the other,  within
         thirty (30) days after any such  termination,  expiration,  or
         non-renewal of this  Agreement,  that they have complied with this
         Section 16(b)(ii),  and, upon request by the other party, will provide
         reasonable  evidence of such compliance.  Nothing herein shall
         operate to limit any rights Customer has under the [***] Pump License
         Agreement.

(c)      Neither party in exercising its rights to terminate this Agreement in
         accordance with the terms and conditions hereof shall incur any
         liability whatsoever for any damage, loss or expense of any kind
         suffered or incurred by the other (or for any compensation to the
         other) arising from or incident to any such termination (except if such
         termination is for a material breach of this Agreement), expiration or
         non-renewal, whether or not the terminating party is aware of any such
         damage loss or expense. Any termination hereof shall not impair any
         rights nor discharge any obligations which have accrued to the parties
         as of the effective date of such termination.
<PAGE>

17.      Indemnification; Insurance.

(a)      Supplier's Indemnification. Supplier shall indemnify, defend and hold
         Customer, its affiliates, and their respective officers, directors,
         employees and agents (each, a "Supplier Indemnified Party"), harmless
         from and against any and all claims, demands, losses, costs, expenses,
         obligations, liabilities, damages, recoveries and deficiencies,
         including interest, penalties, reasonable attorneys' fees, costs of
         investigation and any legal or other expenses or costs ("Losses")
         incurred or suffered by any Supplier Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any third party product liability claim relating to any
         [***] Product, (ii) any violation or infringement by Supplier upon any
         common law or statutory intellectual property rights of any third party
         that arises from or relates to Supplier Intellectual Property and the
         [***] Pump Products, or (iii) any inaccuracy or breach in any of
         Supplier's representations and warranties under this Agreement;
         provided, however, that Supplier shall have no obligation to indemnify
         Customer for any Losses to the extent such Losses are caused by any
         negligent or willful act or omission of Customer. With respect to
         Section 17(a)(ii) above, Supplier shall provide, at its own cost,
         non-infringing replacements for the infringing portions of the [***]
         Pump Products of equivalent quality and effect, or obtain at its own
         cost the necessary licenses from third parties to allow Customer to
         continue to market, sell, distribute, and promote the [***] Pump
         Products as contemplated by the parties under this Agreement. The
         rights of Customer and obligations of Supplier relating to any failure
         of any [***] Product to comply with the Product Warranties set forth in
         Section 7(g) above are described in the Maintenance and Service
         Agreement and in Section 7(i) above.

(b)      Customer's Indemnification. Customer agrees to indemnify, defend and
         hold harmless Supplier, its affiliates, and their respective officers,
         directors, employees and agents (each, a "Customer Indemnified Party")
         from and against any and all Losses (as defined in Section 17(a) above)
         incurred or suffered by any Customer Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any violation or infringement by Customer upon any common
         law or statutory intellectual property rights of any third party that
         arises from or relates to Customer Intellectual Property, or (ii) any
         inaccuracy or breach in any of Customer's representations and
         warranties under this Agreement; provided, however, that Customer shall
         have no obligation to indemnify Supplier for any Losses to the extent
         such Losses are caused by any negligent or willful act or omission of
         Supplier. Further, with respect to rights of Supplier under Section
         17(b)(i) above, Customer shall provide, at its own cost, non-infringing
         replacements for the infringing portions of Customer Intellectual
         Property of equivalent quality and effect, or obtain at its own cost
         the necessary licenses from third parties to allow Supplier to continue
         to manufacture and supply the [***] Pump Products as contemplated by
         the parties under this Agreement.

(c)      Indemnification Procedure for Matters Involving Third Parties.

(i)      If any third party notifies any party hereto (the "Indemnified Party")
         with respect to any matter (a "Third Party Claim") which may give rise
         to a claim for indemnification against the other party hereto (the
         "Indemnifying Party") under Section 17(a) or 17(b) (as applicable),
         then the Indemnified Party shall promptly notify the Indemnifying Party
         thereof in writing; provided, however, that no delay on the part of the
         Indemnified Party in notifying any Indemnifying Party shall relieve the
         Indemnifying Party from any obligation hereunder unless (and then
         solely to the extent) that the Indemnifying Party is prejudiced
         thereby.

(ii)     Any Indemnifying Party will have the obligation to assume the defense
         of the Third Party Claim with counsel of its choice reasonably
         satisfactory to the Indemnified Party at any time within 15 days after
         the Indemnified Party has given notice of the Third Party Claim;
         provided, however, that the Indemnifying Party must conduct the defense
         of the Third Party Claim actively and diligently thereafter in order to
         preserve its rights in this regard; and provided further that the
         Indemnified Party may retain separate co-counsel at its sole cost and
         expense and participate in the defense of the Third Party Claim.

(iii)    So long as the Indemnifying Party has assumed and is conducting the
         defense of the Third Party Claim in accordance with Section 17(c)(ii)
         above, (A) the Indemnifying Party will not consent to the entry of any
         judgment or enter into any settlement with respect to the Third Party
         Claim without the prior written consent of the Indemnified Party (which
         shall not be unreasonably withheld) unless the judgment or proposed
         settlement involves only the payment of money damages by one or more of
         the Indemnifying Parties and does not impose an injunction or other
         equitable relief upon the Indemnified Party and (B) the Indemnified
         Party will not consent to the entry of any judgment or enter into any
         settlement with respect to the Third Party Claim without the prior
         written consent of the Indemnifying Party (which shall not be
         unreasonably withheld).

(iv)     If the Indemnifying Party does not assume and conduct the defense of
         the Third Party Claim in accordance with Section 17(c)(ii) above,
         however, (A) the Indemnified Party may defend against, and consent to
         the entry of any judgment or enter into any settlement with respect to,
         the Third Party Claim in any manner it reasonably may deem appropriate
         (and the Indemnified Party need not consult with, or obtain any consent
         from, any Indemnifying Party in connection therewith) and (B) the
         Indemnifying Party will remain responsible to indemnify the Indemnified
         Party under Section 17(a) or 17(b) (as applicable).

(d)      Indemnification Procedure for Matters not Involving Third Parties. A
         claim for indemnification for any matter not involving a third-party
         claim may be asserted by notice to the party from whom indemnification
         is sought.
<PAGE>

(e)      Insurance.

(i)      Supplier  shall  maintain  in full  force and  effect  throughout  the
         Term,  at its sole cost and  expense,  insurance  with financially
         sound and  established  reputable  insurers of the type and  quantity
         (and with such risk  retention)  generally maintained  by the
         companies of  established  repute in  Supplier's  line of  business,
         such  insurance to include,  without limitation,  products  liability
         insurance and general  liability  insurance each, in an amount no less
         than ten million U.S. dollars (U.S.  $10,000,000.00)  per occurrence.
         Supplier shall upon request provide Customer with a copy of any
         documentation relating to any such  insurances.  Supplier  shall have
         Customer  named as an additional  insured  beneficiary,  with Customer
         able to claim  thereunder  as primary  beneficiary  and without  offset
         or deduction  whatsoever  as a result of any insurance obtained by
         Customer,  and shall contain a waiver of subrogation by the respective
         insurance  carrier against  Customer's and its affiliates' insurance
         carrier, with respect to Supplier's obligations under this Agreement.
(ii)     Customer  shall  maintain  in full  force and  effect  throughout  the
         Term,  at its sole cost and  expense,  insurance  with financially
         sound and  established  reputable  insurers of the type and  quantity
         (and with such risk  retention)  generally maintained  by the
         companies of  established  repute in  Customer's  line of  business,
         such  insurance to include,  without limitation,  products  liability
         insurance and general  liability  insurance each, in an amount no less
         than ten million U.S. dollars (U.S.  $10,000,000.00)  per occurrence.
         Customer shall upon request provide Supplier with a copy of any
         documentation relating to any such  insurances.  Customer  shall have
         Supplier  named as an additional  insured  beneficiary,  with Supplier
         able to claim  thereunder  as primary  beneficiary  and without  offset
         or deduction  whatsoever  as a result of any insurance obtained by
         Supplier,  and shall contain a waiver of subrogation by the respective
         insurance  carrier against  Supplier's and its affiliates' insurance
         carrier, with respect to Customer's obligations under this Agreement.

(f)      Limitations on Supplier's Liability. SUPPLIER'S MAXIMUM LIABILITY TO
         CUSTOMER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY CUSTOMER
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT SUPPLIER'S MAXIMUM LIABILITY TO
         CUSTOMER FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY CUSTOMER
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. SUPPLIER'S MAXIMUM
         LIABILITY TO CUSTOMER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY CUSTOMER FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO SUPPLIER WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.

(g)      Limitations on Customer's Liability. CUSTOMER'S MAXIMUM LIABILITY TO
         SUPPLIER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY SUPPLIER
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT CUSTOMER'S MAXIMUM LIABILITY TO
         SUPPLIER FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY SUPPLIER
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. CUSTOMER'S MAXIMUM
         LIABILITY TO SUPPLIER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY SUPPLIER FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO CUSTOMER WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.
<PAGE>

(h)      No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF
         THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
         IN ADVANCE. The parties intend this limitation in this Section 17(h) to
         apply to the following events, among other events: (i) any claim for
         consequential damages suffered by the non-breaching party (as opposed
         to any third party) arising out of any claim by a third party for
         either product liability or infringement of intellectual property ,
         (ii) any breach by either party of its representations under this
         agreement, (iii) any non-performance or mal-performance by either party
         under this Agreement, or (iv) the termination or expiration of this
         Agreement by either party. Such incidental or consequential damages
         shall include, but shall not be limited to, loss of goodwill, loss of
         prospective profits, loss of revenue, or damages on account of any
         investment, expenditure, or commitment that is made by either party in
         reliance upon this Agreement. This limitation in this Section 17(h) is
         not intended by the parties to prevent Customer, for example, from
         recovering from Supplier, in an indemnification claim made under
         Section 17(a)(i), the full amount that it has been required to pay to a
         third party in connection with a product liability claim brought by
         such third party against Customer, including such incidental or
         consequential damages as may be allowed by law under that claim by that
         third party. This limitation in this Section 17(h) is, nevertheless,
         intended to prevent the non-breaching party from receiving from the
         breaching party, in an indemnification claim under Section 17(a) or
         17(b), incidental or consequential losses or damages that have been
         incurred by the non-breaching party (as opposed to any third party),
         such as lost profits, that may arise from or relate to any event under
         this Agreement.

18.      Failure to Fulfill Call-Offs.

                  (a) Failure to Fulfill a Call-Off. If, at any time after
January 1, 2005, Supplier fails to fulfill call-offs of the [***] Pump Products
to Customer in accordance with any call-off made under the terms and conditions
of this Agreement (a "Call-Off Breach"), then (i) Supplier will have a period of
one (1) year within which to cure that Call-Off Breach in the manner described
in this Section 18, and (ii) Customer will have such additional rights as
provided in this Section 18. The date of the Call-Off Breach shall be the last
day on which Supplier could have fulfilled the call-off on a timely basis under
the other terms and conditions of this Agreement other than those in this
Section 18.

                  (b) Determination of Customer Demand Requirements. On or
before the thirtieth (30th) day following a Call-Off Breach, Customer shall (i)
have made a reasonable, good faith determination of its Customer Demand, and
(ii) have notified Supplier in writing of Customer's determination of the
Customer Demand. Such determination shall be based on Customer's existing back
orders for such [***] Product calling for delivery within eighty-one (81) days
after the Call-Off Breach. Upon the request of Supplier, Customer will provide
Supplier with reasonable evidence of such back orders.
<PAGE>

                           (i) If Customer reasonably determines in good faith
         that Customer could meet its Customer Demand for such [***] Product
         either (A) out of its own inventory of such product, and/or (B) by
         receiving from Supplier some lesser number of such product than was
         called for by the relevant call-off, then Customer will waive in
         writing that portion of the quantity of the relevant call-off that
         exceeds the Customer Demand.

                           (ii) If Customer reasonably determines in good faith
         that Customer cannot meet its Customer Demand for such [***] Product
         either (A) out of its own inventory of such product, and/or (B) by
         receiving from Supplier some lesser number of such product than was
         called for by the relevant call-off, then no portion of the quantity
         order under the relevant call-off will be waived.

                  (c) Effect of Continuing Call-Off Breach on Manufacture and
Supply of [***] Pump Products. Subject to Supplier's right to cure any Call-Off
Breach as provided in this Section 18, Customer shall have the following rights:

                           (i) If, as of the end of the sixtieth (60th) day
         after a Call-Off Breach, Supplier has been unable to cure the Call-Off
         Breach by supplying the quantities of products necessary to fulfill the
         relevant call-off (as modified by any waiver of any portion of that
         call-off pursuant to Section 18(b) above), then, during the ensuing
         fifteen (15) days, Customer may choose to invoke either or both of the
         "Manufacturing Remedy" (defined below) or of the "Non-Exclusivity
         Remedy" (defined below) by providing written notice to Supplier of its
         election to invoke such remedy(ies). Such initial election of
         remedy(ies) or later change in election shall become effective
         immediately upon such notice. If, as of the end of one (1) year after
         the Call-Off Breach, Supplier has been unable to cure the Call-Off
         Breach, as provided in Section 18(d)(iii) below, Customer may choose to
         invoke the "Termination Remedy" (defined below) by providing written
         notice to Supplier.

                           (ii) Under the "Manufacturing Remedy," if invoked
         pursuant to subsection 18(c)(i) above, those terms of this Agreement
         applicable to the manufacture and supply of the [***] Pump Products,
         including but not limited to the appointment of Supplier as the
         exclusive manufacturer of such products and the Minimum Purchase
         Commitment, will be suspended. Upon such suspension, Customer will be
         entitled to manufacture the [***] Pump Products under the terms of the
         separate [***] Pump License Agreement. This suspension shall last only
         until (i) this Agreement terminates under any of the provisions of
         Section 16(a) above or Section 18(c)(iv) below (as applicable) or (ii)
         Supplier cures the Call-Off Breach as permitted under Section 18(d).
         Upon a termination of this Manufacturing Remedy pursuant to subsection
         18(d)(ii) below, Customer may continue to manufacture or have
         manufactured the [***] Pump Products for a reasonable time thereafter,
         which period shall not exceed sixty (60) days from the date the
         Manufacturing Remedy is so terminated. Thereafter, Supplier will once
         again be the exclusive manufacturer of the [***] Pump Products under
         this Agreement.
<PAGE>

                           (iii) Under the "Non-Exclusivity Remedy," if invoked
         pursuant to subsection 18(c)(i) above, those terms of this Agreement
         applicable to the manufacture and supply of the [***] Pump Products,
         including but not limited to the appointment of Supplier as the
         exclusive manufacturer of such products and the Minimum Purchase
         Commitment, will be suspended. Upon such suspension, Customer will be
         allowed to sell and/or place within the Territory clinical nutrition
         pumps and accessories that it obtains from sources other than Supplier,
         notwithstanding the limitations imposed by Section 5(c) above or
         elsewhere in this Agreement. This non-exclusivity shall last until (i)
         this Agreement terminates under any of the provisions of Section 16(a)
         above or subsection 18(c)(iv) below (as applicable) or (ii) Supplier
         cures the Call-Off Breach as permitted under this Section 18(d). Upon a
         termination of this Non-Exclusivity Remedy pursuant to subsection
         18(d)(ii) below, Customer may continue to obtain clinical nutrition
         pumps from sources other than Supplier for a reasonable time
         thereafter, which period shall not exceed sixty (60) days from the date
         the Non-Exclusivity Remedy is so terminated. Thereafter, Supplier will
         once again be the exclusive manufacturer of the [***] Pump Products
         under this Agreement.

                           (iv) Under the "Termination Remedy," if Supplier
         fails to cure a Call-Off Breach within one (1) year from the date of
         such breach (as provided in this Section 18), then, notwithstanding any
         prior election of remedy by Customer as permitted above, Customer may,
         upon written notice to Supplier, terminate this Agreement, immediately
         upon lapse of such one-year period. Such termination shall have no
         effect on any of the Related Agreements, and Customer shall have the
         right to exercise all of its rights thereunder.

                  (d) Means of Cure. Supplier may cure any Call-Off Breach under
any of the following alternative means of cure, in which event the Call-Off
Breach shall be deemed cured for all purposes, and Supplier's right to the
Manufacturing Remedy, the Non-Exclusivity Remedy, or the Termination Remedy, as
applicable, shall terminate:

                           (i) Supplier may cure a Call-Off Breach if, at any
         time on or before the end of the sixtieth (60th) day following the
         Call-Off Breach, Supplier delivers to Customer that number of [***]
         Pump Products identified by Customer in its determination of Customer
         Demand.

                           (ii) Supplier may cure a Call-Off Breach if, any time
         after the sixtieth (60th) day following the Call-Off Breach, but on or
         before the end of the one-hundred and twentieth (120th) day following
         the Call-Off Breach, Supplier provides reasonable evidence and
         certifies in writing to Customer that Supplier has made a good-faith,
         reasonable determination that Supplier is again capable of producing
         the [***] Pump Products at the forecasted levels that were in effect as
         of the date of the applicable Call-Off Breach.
<PAGE>

                           (iii) Supplier may cure a Call-Off Breach if, at any
         time after the one-hundred and twentieth (120th) day following the
         Call-Off Breach, but on or before the end of the date one (1) year
         following the Call-Off Breach, Supplier (A) provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the [***] Pump Products at the forecasted levels that were in
         effect as of the date of the applicable Call-Off Breach, and (B)
         obtains a release of Customer from all future liabilities and
         obligations of any kind or nature arising under Replacement Contracts
         (defined below) from the date that Supplier proposes to cure the
         Call-Off Breach. "Replacement Contracts" means such contract(s) as
         Customer reasonably enters into with one or more third parties in order
         to obtain the products necessary to replace the [***] Pump Products not
         provided by Supplier (A) that may always be terminated by Customer
         without penalty upon no more than one (1) year's notice, and (B) that
         require Customer to purchase quantities of the applicable [***] Pump
         Products that do not exceed Customer's reasonable forecasts for such
         products during the period of the contract. Customer agrees to
         cooperate with Supplier in Supplier's efforts to obtain such releases.

                  (e) Failure to Fulfill a Call-Off due to Supply Chain Failure.
Notwithstanding the foregoing, no Call-Off Breach shall be deemed to have
occurred if Supplier's inability to timely fulfill a call-off is due to
Supplier's inability to obtain from its suppliers a sufficient supply of
materials, components, and/or subassemblies for the [***] Pump Products (such
failure being a "Supply Chain Failure"). In such instance, those terms of this
Agreement applicable to the manufacture and supply of the [***] Pump Products
for which a Supply Chain Failure has occurred will be suspended. Upon such
suspension, Customer will be allowed to sell and/or place within the Territory
clinical nutrition pumps and accessories that it obtains from sources other than
Supplier, notwithstanding the limitations imposed by Section 5(c) above or
elsewhere in this Agreement. This non-exclusivity shall last until (i) this
Agreement terminates under any of the provisions of Section 16(a) above or (ii)
Supplier cures the Supply Chain Failure as permitted under Section 18(f). Upon a
termination of this suspension pursuant to subsection 18(f)(ii) below, Customer
may continue to obtain clinical nutrition pumps from sources other than Supplier
for a reasonable time thereafter, which period shall not exceed sixty (60) days
from the date the suspension of exclusivity provided under this Section 18(e)
terminates. Thereafter, Supplier will once again be the exclusive manufacturer
of the [***] Pump Products under this Agreement.

                  (f) Means of Cure of Supply Chain Failure. Supplier may cure
any Supply Chain Failure under any of the following alternative means of cure:

                           (i) Supplier may cure a Supply Chain Failure if, at
         any time on or before the end of the sixtieth (60th) day following the
         Supply Chain Failure, Supplier delivers to Customer that number of
         [***] Pump Products identified by Customer in its determination of
         Customer Demand.

                           (ii) Supplier may cure a Supply Chain Failure if, any
         time after the sixtieth (60th) day following the Supply Chain Failure,
         but on or before the end of the one-hundred and twentieth (120th) day
         following the Supply Chain Failure, Supplier provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the [***] Pump Products at the forecasted levels that were in
         effect as of the date of the applicable Supply Chain Failure.
<PAGE>

                           (iii) Supplier may cure a Supply Chain Failure if, at
         any time after the one-hundred and twentieth (120th) day following the
         Supply Chain Failure, but on or before the end of the date one (1) year
         following the Supply Chain Failure, Supplier (A) provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the [***] Pump Products at the forecasted levels that were in
         effect as of the date of the applicable Supply Chain Failure, and (B)
         obtains a release of Customer from all future liabilities and
         obligations of any kind or nature arising under Replacement Contracts
         (as defined in Section 18(d)(iii) above) from the date that Supplier
         proposes to cure the Supply Chain Failure.

19. Recall and Regulatory Obligations.

(a) Product Recalls. Supplier will conduct (with the reasonable cooperation of
Customer) and pay the costs and expenses associated with any mandatory recall of
any [***] Products required by any governmental agency (other than recalls
relating to product labeling). In addition, Supplier will conduct (with the
reasonable cooperation of Customer) and pay the costs and expenses associated
with any voluntary recall of any [***] Product that Supplier reasonably approves
based on (i) safety risks to users of such [***] Product, or (ii) failure of
such [***] Product to meet the Product Specifications applicable to that [***]
Product, or (iii) failure to conform to any of the standards and specifications
set forth in Section 6(a)(i). Customer has the sole authority to unilaterally
recall any [***] Products due to other reasons, but in such event will both
conduct the recall (with the reasonable cooperation of Supplier) and pay all
costs and expenses associated with such recall.

(b) Notice of Other Recalls. Supplier will promptly notify Customer of any
recall of any clinical nutrition delivery product manufactured by Supplier other
than the [***] Products. Customer will promptly notify Supplier of any recall of
any clinical nutrition pump or disposable set manufactured, sold, or placed by
Customer other than the [***] Products.

(c) Regulatory Compliance. Customer shall be responsible, at its own expense for
complying with all applicable national, state, regional and local laws and
regulations in performing its duties hereunder and in any of its dealings with
respect to the [***] Products, including all regulatory activities necessary to
maintain the [***] Products' CE Mark and other regulatory approvals within the
Territory.

20. New Products. By mutual written agreement, the parties may, from time to
time, add to this Agreement additional products to be manufactured and supplied
by Supplier under the terms and conditions hereof. Pricing and other specific
terms for any such additional products shall be mutually agreed upon between the
parties. This provision shall not apply to Supplier Funded Product Improvements,
which shall be made available to Customer under Section 10(b).
<PAGE>

21. Survival. Any provision of this Agreement which contemplates performance or
the existence of rights or obligations after the expiration, non-renewal, or
termination of this Agreement shall expressly survive such expiration,
non-renewal, or termination of this Agreement and shall be binding upon the
party or parties obligated thereby in accordance with the terms of this
Agreement, subject to any limitations expressly set forth in this Agreement.

22. Amendment or Waiver. This Agreement cannot be changed orally, and no
modification of this Agreement shall be recognized nor have any effect, unless
the writing in which it is set forth is signed by Customer and Supplier, nor
shall any waiver of any of the provisions of this Agreement be effective unless
in writing and signed by the party to be charged therewith. The failure of
either party to enforce, at any time or for any period of time, the provisions
hereof, or the failure of either party to exercise any option herein shall not
be construed as a waiver of such provision or option and shall in no way affect
that party's right to enforce such provisions or exercise such option. No waiver
of any provision hereof shall be deemed a waiver of any succeeding breach of the
same or any other provisions of this Agreement.

23. Dispute Resolution; Governing Law; Injunctive Relief.

(a) Negotiations. The parties agree that they will attempt in good faith to
resolve any controversy, claim, dispute or question between them arising out of
or relating to this Agreement, including the construction or application of this
Agreement, promptly by negotiations between the parties, beginning with
discussions between the Designated Representatives. If a controversy or claim
should arise, the Designated Representatives of the parties, as well as other
appropriate representatives, will meet at least once and will attempt to resolve
the matter. Either of the Designated Representatives may request the other to
meet within fourteen (14) days, at a mutually agreed time and place.

(b) Mediation. If the matter has not been resolved within thirty (30) days of
this meeting, the controversy or claim shall be submitted to non-binding
mediation by a mediator chosen from names of mediators furnished by JAMS or
American Arbitration Association. The mediation shall occur in New York City,
New York, U.S.A.

(c) Litigation. In the event that differences concerning matters covered by this
Agreement arise that are not resolved by mutual agreement via negotiations or
mediation as described above, the parties agree that any action or proceeding
arising out of or relating to this Agreement shall be heard and decided by a
non-jury bench trial in New York City, New York, U.S.A. Each party hereto
irrevocably submits to the jurisdiction of the appropriate state court covering
New York City, New York, U.S.A., and each party hereby irrevocably agrees that
all claims in respect of any such action or proceeding must be brought and/or
defended in such court; provided, however, that matters which are under the
exclusive jurisdiction of the Federal courts shall be brought in the Federal
District Court covering New York City, New York, U.S.A.

(d) Governing Law. The provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, U.S.A.
(excluding any conflict of law rule or principle that would refer to the laws of
another jurisdiction and the U.N. Convention on Contracts for the International
Sales of Goods). EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY
JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.
<PAGE>

(e) Injunctive Relief. Each of the parties acknowledge and agree that the other
parties will be damaged irreparably if certain provisions of this Agreement
(specifically including the obligations of confidentiality set forth in Section
15 herein) are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, notwithstanding any other provision in this
Agreement the damaged party shall have the right to pursue a claim for
injunctive relief, damages and attorneys' fees in any court of competent
jurisdiction for the other party's breach of any covenant, agreement or
obligation, in addition to any other relief available to them under this
Agreement or under applicable law.

(f) Fees. The parties shall equally split the fees of any mediation, but in any
arbitration or permissible legal proceedings, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and other disbursements in
addition to any other relief to which such party may be entitled.

24. Counterparts. This Agreement may be executed in multiple counterparts, which
taken together shall constitute one instrument and each of which shall be
considered an original for all purposes.

25. Notices. Any and all notices permitted or required to be given hereunder
shall be deemed duly given: (i) upon actual delivery, if delivery is by hand;
(ii) upon delivery by overnight express courier (i.e. DHL or FedEx); or (iii)
upon facsimile transmission, so long as the original is then sent by overnight
express courier delivery. Each such notice shall be sent to the respective party
at the address indicated below:


         If to ZEVEX:                       ZEVEX International Inc.
                                            4314 ZEVEX Park Lane
                                            Salt Lake City, Utah  84123
                                            Attn: President and CEO
                                            Fax: (801) 264-1051
                                            with a copy to the CFO
                                            at the same address.

         If to Numico:                      Numico Trading B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn:  Luc Volatier, V.P. of
                                            Purchasing Worldwide
                                            Fax: 31206586159
<PAGE>

         If to Nutricia:                    c/o Nutricia International B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn: Henk Afman, VP of
                                            Manufacturing Clinical
                                            Fax: 31206586884

or such other address or facsimile number as any of the persons designated above
may have specified in a notice or communication duly given to the other
designated person as provided herein.

26. Binding Effect; Non-Assignability. This Agreement shall be binding upon and
enforceable against the parties hereto and their respective successors and
permitted assigns. Neither party shall assign or subcontract (except as
expressly allowed hereunder) its rights and obligations under this Agreement
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that either party may assign this
Agreement to an affiliate of such party.

27. Relationship of the Parties. The parties are and at all times shall be
deemed to be independent contractors and shall be wholly responsible for the
goods supplied and services performed under this Agreement. Nothing contained
herein shall be construed as creating the relationship of employer/employee or
principal/agent. Each party shall assume full responsibility for the actions of
its employees as related to the party's obligations under this Agreement.
Neither party to this agreement is hereby constituted an agent of the other for
any purpose and neither party has the authority to assume or create any
obligation, or to make any representation, warranty or guarantee for the other,
except as expressly granted or made in this agreement.

28. Force Majeure. Neither party shall be responsible or liable for any default
in performance of this Agreement arising directly or indirectly from any cause
beyond such party's control, including fire, flood, earthquake, acts of God, war
(declared or undeclared), enemy action, embargo, strike, governmental order,
proclamation or regulation, accident, explosion, riot, insurrection, or
expropriation of the property by government authority (each such event a "Force
Majeure Event"). If a Force Majeure Event occurs, the parties will exert
reasonable efforts (including, without limitation, utilizing, as and where
appropriate, the Contingency Plan developed by the parties pursuant to Section
4(b) above) to mitigate the impact of such Force Majeure Event on the business
arrangements of the parties set forth in this Agreement and to otherwise carry
out the intent and accomplish the objectives of this Agreement.

29. Exhibits and Schedules. Any exhibit or schedule attached hereto is made a
part hereof and is fully incorporated herein by reference.

30. Entire Agreement. This Agreement contains the sole and complete
understanding of the parties related to its subject matter, and supersedes all
oral or written agreements concerning this subject matter made prior to the date
of this Agreement. This amendment hereby supercedes and replaces in its entirety
the [***] Pump Supply Agreement by and between the parties, executed on July 20,
2004.
<PAGE>

31. Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy will be cumulative and will be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies will not
constitute a waiver of the right to pursue other available remedies.

32. Partial Invalidity. If any provision of this Agreement is adjudged to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired, and
the parties shall use their best efforts to substitute a valid, legal, and
enforceable provision which, insofar as practical, implements the purposes of
this Agreement.

33. Language; Interpretation. The language controlling the construction and
interpretation of this Agreement shall be English. Section headings are included
solely for convenience and shall not constitute a part hereof. Unless the
context otherwise requires, words importing the singular shall be deemed to
import the plural and vice versa.

34. Third Party Beneficiaries. No person or entity shall be a third-party
beneficiary of this Agreement, except that Supplier acknowledges and agrees that
its obligations under the product warranties set forth in Section 7(g) above
shall be deemed as commitments to all affiliates of Customer as third-party
beneficiaries.

35. Media Relations. Each of Customer and Supplier agree that during the Term
each will not, and will cause its affiliates not to, disparage each other or
release commercially sensitive information about each other in any oral,
written, or electronic public statements (including without limitation in any
securities filing with the U.S. Securities and Exchange Commission) concerning
any matters relating to or arising from this Agreement.



                            {Signature Page Follows}







<PAGE>



         IN WITNESS WHEREOF, the parties enter into this Agreement effective as
of the Amendment Effective Date.



         ZEVEX INTERNATIONAL, INC.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



         NUTRICIA INTERNATIONAL, B.V.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



         NUMICO TRADING B.V.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------






<PAGE>


                                    EXHIBIT A

                         [***] DISPOSABLE SET COMPONENTS


ZEVEX Part Number          Description
-----------------          -----------
[***]                               [***]
[***]                               [***]


<PAGE>


                                    EXHIBIT B

                             [***] PUMP ACCESSORIES

<TABLE>
<CAPTION>
<S>                        <C>                                                        <C>

ZEVEX Part Number          Description
[***]                      Flocare [***] AC Adapter/Charger
[***]                      Flocare [***] Pole Clamp
[***]                      Flocare [***] Nurse Call
[***]                      ZEVEX Custom [***] Carry Pack
[***]                      Operator's Manual for Flocare [***] (Western Europe)
[***]                      Operator's Manual for Flocare [***] + (Western Europe)
[***]                      Operator's Manual for Flocare [***] Paediatric (Western Europe)
[***]                      Operator's Manual for Flocare [***] (UK - Export)
[***]                      Operator's Manual for Flocare [***] + (UK - Export)
[***]                      Operator's Manual for Flocare [***] Paediatric (UK - Export)
</TABLE>


<PAGE>


                                    EXHIBIT C

                             INITIAL PRODUCT PRICES

Product Pricing for [***] Pump Kits:

         The Initial Product Price for each [***] Pump Kit will be $[***] (U.S.
         Dollars), which includes $[***]under this Agreement and a $[***]
         royalty payment under the [***] Pump License Agreement.

Product Pricing for individual [***] Pump Accessories:

         The Initial Product Price for individual [***] Pump Accessories will be
calculated using the following formula:

                  [***]
<TABLE>
<CAPTION>
<S>               <C>                                                                  <C>            <C>

ZEVEX                                                                                  Initial
Part Number       Description                                                          Manufacturing Cost
-----------       -----------                                                          ------------------
[***]             Battery Pack                                                                   [***]
[***]             Door, Flocare [***], individually packaged                                     [***]
[***]             Door, Flocare [***] +, individually packaged                                   [***]
[***]             Door, Flocare  [***] Paediatric, individually packaged                         [***]
[***]             Flocare [***] AC Adapter/Charger, individually packaged                        [***]
                           (Plug must also be purchased)
[***]             Plug, UK                                                                       [***]
[***]             Plug, Euro                                                                     [***]
[***]             Plug, Australian                                                               [***]
[***]             Plug, IEC 320                                                                  [***]
[***]             Flocare [***] Pole Clamp, individually packaged                                [***]
                          [***] per year minimum annual purchase quantity)
[***]             Flocare [***] Nurse Call                                                       [***]
                          [***] units per year minimum annual purchase quantity)
[***]             ZEVEX Custom [***] Carry Pack                                                  [***]
[***]             Operator's Manual for Flocare [***] (Western Europe)                           [***]
[***]             Operator's Manual for Flocare [***] + (Western Europe)                         [***]
[***]             Operator's Manual for Flocare [***] Paediatric (Western Europe)                [***]
[***]             Operator's Manual for Flocare [***] (UK - Export)                              [***]
[***]             Operator's Manual for Flocare [***] + (UK - Export)                            [***]
[***]             Operator's Manual for Flocare [***] Paediatric (UK - Export)                   [***]
</TABLE>


For purposes of this Agreement, "Manufacturing Cost" will be the price paid by
Supplier to its supplier for such [***] Pump Accessory, when no assembly is
required by Supplier.


<PAGE>


                                    EXHIBIT D

                         MAXIMUM MONTHLY PRODUCT AMOUNT


The Maximum Monthly Product Amount for the [***] Pump Kits is [***] units per
calendar month.


<PAGE>


                                    EXHIBIT E

                           MINIMUM PURCHASE COMMITMENT


The Minimum Purchase Commitment for [***] Pump Kits shall be [***]units during
the calendar year 2005.

The Minimum Purchase Commitment for [***] Pump Kits shall be [***] units per
calendar year during calendar year 2006 and all subsequent years that this
Agreement is in effect.


<PAGE>


                                    EXHIBIT F

                             PRODUCT SPECIFICATIONS


The product specifications for the [***] Products are documented in the Flocare
[***] Enteral Feeding Pump User Requirements, ZEVEX document number [***] and
Flocare [***] Enteral Feeding Pump Nurse Call User Requirements, ZEVEX document
number [***].


<PAGE>


                                    EXHIBIT G

                        CRITICAL COMPONENTS AND SUPPLIERS


ZEVEX
Part Number                Description                                 Supplier
-----------                -----------                                 --------
[***]                      Housing, Bottom, [***] Pump                 [***]
[***]                      Housing, Top, Flocare [***]                 [***]
[***]                      Housing, Top, Flocare [***] +/Paediatric    [***]
[***]                      Cover, Flocare [***]                        [***]
[***]                      Cover, Flocare [***] +                      [***]
[***]                      Cover, Flocare [***] Paediatric             [***]
[***]                      Motor                                       [***]
[***]                      Flocare [***] AC Adapter/Charger            [***]


<PAGE>


                                    EXHIBIT H

                                  STARTUP PLAN
<TABLE>
<CAPTION>
<S>                                       <C>                                                 <C>                  <C>

------------------ ------------------------------------------------------------ --------------------------------------

      Phase                                Milestones                                         Deadline
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------
                   o        The  [***] Products and their designs have been
Phase 1                 independently validated and audited by KEMA (under      December 1, 2004
                        the supervision of Customer) with results
                        satisfactory to KEMA, and are Fit, Safe and
                        Convenient for Human Use.

                   o    Satisfactory process audit result by KEMA resulting in
                        CE mark.


                   * Both parties acknowledge that this milestone has been
                   achieved as of the Amendment Effective Date (including
                   reimbursement of Customer's costs incurred in such audits).
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------
                   o        Supplier has produced and shipped to Customer
Phase 2                 [***] Flocare [***] Pumps and [***] Disposable Sets     December 22, 2004
                        (the "Controlled Release").  [***] Products in the
                        Controlled Release are Fit, Safe and Convenient for
                        Human Use.

                   o    Flocare [***] Pump production capacity has reached a
                        capacity of [***] Flocare [***] Pumps per day in
                        accordance with a Customer-provided assembly schedule,
                        such production capacity is capable of being increased
                        in a controlled manner, and such capacity meets
                        Customer's reasonable satisfaction as to quality and
                        quantity capabilities


                   * Both parties  acknowledge  that this  milestone  has been
                   achieved as of the Amendment Effective Date.
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------
                   o        Flocare [***] Pumps and [***] Disposable Sets
Phase 3                 produced pursuant to the Controlled Release meet all    January 14, 2005
                        applicable Product Specifications and are Fit, Safe
                        and Convenient for Human Use, as determined by
                        Customer to its reasonable satisfaction through its
                        own internal testing protocols.

                   o    Customer has received all test results under Supplier's
                        control relating to [***] Pumps produced by Supplier
                        that have been released in the United States, which test
                        results shall demonstrate that the [***] Pumps meet all
                        applicable Product Specifications and are Fit, Safe and
                        Convenient for Human Use.


                   * Both parties  acknowledge  that this  milestone  has been
                   achieved as of the Amendment Effective Date.
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------

Phase 4            Indications from pre-market tests of actual customer use     March 31, 2005
                   of Flocare [***] Pumps and [***] Disposable Sets produced
                   by Supplier under the Controlled Release demonstrate that
                   the Flocare [***] Pumps and [***] Disposable Sets produced
                   by Supplier under the Controlled Release meet all
                   applicable Product Specifications and are Fit, Safe and
                   Convenient for Human Use.


                   * Both parties  acknowledge  that this  milestone  has been
                   achieved as of the Amendment  Effective  Date and that, for
                   purposes  of Section  4(a) of the  Agreement,  no defect in
                   the [***] Products was discovered during Pre-Market Tests.
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------

Phase 5            From March 1, 2005 through December 31, 2005, Supplier has   December 31, 2005
                   produced and shipped [***] Products that meet Customer's
                   call-off requirements for market launch in a specific set
                   of countries within the Territory selected at Customer's
                   discretion (as such call-offs are made in accordance with
                   the applicable supply agreement and the forecasts provided
                   under such agreements).  All [***] Products shipped are
                   Fit, Safe and Convenient for Human Use.
------------------ ------------------------------------------------------------ --------------------------------------
</TABLE>


<PAGE>


                                    Exhibit I

                            Initial Rolling Forecast


[***]

<PAGE>
                                                                  Exhibit 10.33

              CONFIDENTIAL INFORMATION OF ZEVEX International, Inc.

[Confidential treatment has been requested as to certain portions of this
document. Each such portion, which has been omitted herein and replaced with an
asterisk [***], has been filed separately with the Securities and Exchange
Commission.]


                           AMENDED AND RESTATED [***]
                   DISPOSABLE SET COMPONENTS SUPPLY AGREEMENT


         THIS AMENDED AND RESTATED [***] DISPOSABLE SET COMPONENTS SUPPLY
AGREEMENT (this "Agreement") is entered into as of May 31, 2005 (the "Amendment
Effective Date"), by and between NUMICO TRADING B.V., a Netherlands corporation
with its principal offices at WTC Schiphol Airport, Tower E, Schiphol Boulevard
105, 1118 ZN Schiphol Airport, The Netherlands ("Numico"), NUTRICIA
INTERNATIONAL B.V., a Netherlands corporation with its principal offices at WTC
Schiphol Airport, Tower E, Schiphol Boulevard 105, 1118 ZN Schiphol Airport, The
Netherlands ("Nutricia", and, together with Numico, "Customer"), and ZEVEX
INTERNATIONAL, INC., a Delaware corporation, with its principal offices at 4314
ZEVEX Park Lane, Salt Lake City, Utah ("Supplier").

                                    RECITALS

         A. Numico, Nutricia and Supplier entered into an [***] Disposable Set
Components Supply Agreement dated as of July 20, 2004.

         B. Numico and Nutricia are wholly-owned subsidiaries of Royal Numico
N.V., a Netherlands corporation ("Royal Numico"), which is a world leader in the
manufacturing and marketing of clinical nutrition products and related equipment
and accessories.

         C. Nutricia is a world leader in the manufacture and marketing of
clinical nutrition products.

         D. Numico specializes in the procurement of raw materials, packaging
materials and fully-finished products for use in the Nutricia clinical nutrition
business.

         E. Supplier is engaged in the business of developing, manufacturing and
marketing clinical nutrition delivery devices and accessories.

         F. The parties desire to enter into a relationship in which Supplier
will manufacture and supply to Customer, and Customer will commercialize within
the Territory, the [***] Disposable Set Components described herein, in
accordance with the terms and conditions of this Agreement.

         G. Supplier has previously developed the ZEVEX [***] Pump, which is
considered by both parties to be superior in technology, features, and
performance to other pumps currently offered within the Territory, and which has
been customized as the "Flocare [***] Pump" at Supplier's expense to meet
Customer's needs.

         H. Customer desires to purchase and Supplier is willing to manufacture
and supply [***] Disposable Set Components for use with the Flocare [***] Pumps.

         I. The parties wish to amend and restate the [***] Disposable Set
Components Supply Agreement in its entirety.




<PAGE>


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained in this Agreement, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Definitions. Capitalized terms not otherwise defined herein shall bear the
respective meanings given to them below:

                  "Bankruptcy Event" means that, with respect to an entity, such
         entity shall (a) make a general assignment for the benefit of creditors
         or an agent authorized to liquidate its assets, (b) become the subject
         of bankruptcy or insolvency proceedings or other proceedings for relief
         under any bankruptcy or other law for the relief of debtors, where,
         with respect to an involuntary petition in bankruptcy, the petition
         shall not have been stayed within thirty (30) days, (c) apply to a
         court for the appointment of a receiver or custodian for substantially
         all of its assets or properties, with or without consent, and such
         receiver is not discharged within thirty (30) days after appointment,
         or (d) adopt a plan of complete liquidation of its assets.

                  "CE Mark" shall mean an indication that a product complies
         with the essential requirements of applicable directives and that the
         product has been subject to conformity assessment procedures as
         provided in the directives.

                  "Change of Control of Supplier" means (i) any transaction as a
         result of which any person or entity is the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of the Supplier representing more
         than 50% of the total voting power represented by the Supplier's then
         outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of Supplier's assets; in either
         case where the new controlling party would materially benefit from
         Customer's failure in the clinical nutrition market; provided, however,
         that a transaction shall not constitute a Change of Control (x) if its
         sole purpose is to change the state of Supplier's incorporation or to
         create a holding company that will be owned in substantially the same
         proportions by the persons who held Supplier's securities immediately
         before such transaction, or (y) if a then current officer or director
         of Supplier is the new controlling party or is a member of the group or
         entity that is the new controlling party; provided, however, that the
         new controlling party would not materially benefit from Customer's
         failure in the clinical nutrition market.

                  "Commercially Reasonable Efforts" shall mean those efforts
         that a reasonably prudent business person would make under similar
         circumstances, including entering into contractual arrangements in
         appropriate circumstances.

                  "Confidentiality Breach by Customer" means a material breach
         by Customer of (i) Section 14 of this Agreement, (ii) Section 15 of the
         [***] Pump Supply Agreement, (iii) Section 4 of the [***] Pump License
         Agreement, and/or (iv) Section 4 of the [***] Disposable Set Components
         License Agreement.
<PAGE>

                  "Customer Intellectual Property" shall have the meaning given
         it in the [***] Pump Supply Agreement.

                  "Exclusivity Breach by Customer" means a material breach by
         Customer of (i) Sections 5(a) and/or 5(c) of this Agreement, (ii)
         Sections 5(a), 5(c) and/or 5(f) of the [***] Pump Supply Agreement,
         (iii) Section 2 of the [***] Pump License Agreement, and/or (iv)
         Section 2 of the [***] Disposable Set Components License Agreement.

                  "Fit, Safe and Convenient for Human Use" means the item
         referred to (a) is manufactured in accordance with the Product
         Specifications, Supplier's SOP (defined in Section 6(a)(i)), and Legal
         Standards (defined in Section 6(a)(i)), and (b) is fit and safe for use
         for its intended purpose of delivering enteral nutrition solutions to
         humans in accordance with Supplier's instructions for such use.

                  "Flocare 800 Pump Manufacturing Agreement" means that certain
         Amended and Restated Flocare 800 Pump Manufacturing Agreement of even
         date herewith between the parties (or a subsequently amended version of
         such agreement, if any).

                  "Flocare [***] Pump" shall mean ZEVEX' [***] Pump, as it has
been customized for Customer.

                  "[***] Disposable Set Components" means the following
         individual components of the [***] Disposable Sets: (1) the [***] Pump
         LIM Segment - Lilac (part no. [***]), and (2) the [***] Pump Cassette
         (part no. [***]).

                  "[***] Disposable Set Components License Agreement" means that
         certain Amended and Restated License Agreement for the [***] Disposable
         Set Components (or a subsequently amended version of such agreement, if
         any).

                  "[***] Disposable Sets" means disposable sets for use with the
         Flocare [***] Pumps.

                  "[***] Products" shall mean the Flocare [***] Pump, [***] Pump
         Accessories and [***] Disposable Set Components (i.e., the [***] LIM
         Pump Segment and [***] Cassette).

                  "[***] Pump Accessories" means individual accessories to be
         used with the Flocare [***] Pumps, including AC adapters/chargers, pole
         clamps, nurse calls, operator's manuals, and carry packs described in
         the [***] Pump Supply Agreement.

                  "[***] Pump License Agreement" means that certain Amended and
         Restated License Agreement for the Flocare [***] Pump of even date
         herewith between the parties (or a subsequently amended version of such
         agreement, if any).

                  "[***] Pump Supply Agreement" means the Amended and Restated
         [***] Pump Supply Agreement of even date herewith between the parties
         (or a subsequently amended version of such agreement, if any).
<PAGE>

                  "Initial Product Prices" means the prices at which [***]
         Disposable Set Components shall be sold by Supplier to Customer or its
         affiliates, which will be calculated and determined in accordance with
         the formulas and terms set forth in Exhibit A hereto.

                  "Know-How" shall have the same meaning as that term is given
         in the [***] Disposable Set Components License Agreement.

                  "Maintenance and Service Agreement" means that certain
         Maintenance and Service Agreement between the parties (or a
         subsequently amended version of such agreement, if any).

                  "Patents" shall have the same meaning as that term is given in
         the [***] Disposable Set Components License Agreement.

                  "Product Specifications" means the technical, manufacturing,
         and functional specifications for the [***] Disposable Set Components
         set forth in [***] and [***].

                  "Related Agreements" means the Flocare 800 Pump Manufacturing
         Agreement, the [***] Disposable Set Components License Agreement, the
         [***] Pump Supply Agreement, the [***] Pump License Agreement, and the
         Maintenance and Service Agreement.

                  "Supplier's Facility" means Supplier's manufacturing facility
         located at 4314 ZEVEX Park Lane, Salt Lake City, Utah, 84123.

                  "Supplier Intellectual Property" means the Know-How, and the
         Patents, as well as (i) the [***] Trademarks, all (ii) copyrights
         (registered and unregistered) and copyrightable works and registrations
         and applications for registration thereof, (iii) mask works and
         registrations and applications for registration thereof, (iv) computer
         software, data, data bases and documentation thereof, (v) other
         intellectual property rights and (vi) copies and tangible embodiments
         thereof (in whatever form or medium) which relate to the [***]
         Disposable Set Components.

                  "Supplier Termination Period" means a thirty (30) day period
         that begins on the sixtieth (60th) day following notice by Supplier to
         Customer of a Confidentiality Breach by Customer, an Exclusivity Breach
         by Customer, or any other material breach by Customer, as applicable.

                  "Supplier Trademarks" shall have the same meaning as the term
         "[***] Trademarks" is given in the [***] Disposable Set Components
         License Agreement.

                  "Territory" shall mean the countries designated in the
following chart:
<TABLE>
<CAPTION>
<S>                                                                       <C>    <C>                                      <C>

----------------------------------------------------------------------------    ---------------------------------------------
   Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,   Bulgaria, Czech Republic, Hungary, Poland,
   Latvia, Luxembourg,The Netherlands, Norway, Portugal, Spain, Sweden,           Slovakia, Ukraine, United Arab Emirates,
   Switzerland, United Kingdom                                                    Russia, Turkey ,
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Australia, New Zealand                                                         China, Indonesia, Malaysia, Taiwan
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Argentina, Brazil                                                              South-Africa
   ------------------------------------------------------------------------     ---------------------------------------------
</TABLE>


                  "ZEVEX [***] Disposable Set Components" means Supplier's [***]
         Disposable Set Components used with the ZEVEX [***] Pump, without the
         customizations made for Customer in order to facilitate the use of such
         components with the Flocare [***] Pump.

                  "ZEVEX [***] Products" means Supplier's [***] Pump,
         accessories, disposable sets, and ZEVEX [***] Disposable Set Components
         without any customizations made for Customer.

2.                Effective Date and Term. The term of this Agreement began on
                  July 20, 2004 (the "Effective Date"), and shall end on the
                  earlier of (i) the tenth anniversary of the date upon which
                  the [***] Pump Supply Agreement is terminated, or (ii) the
                  date that no Flocare [***] Pump placed or sold by Customer is
                  in service (the "Term"); provided that at any time on or after
                  January 1, 2008, Customer may give notice to Supplier of its
                  intention for any reason to terminate this Agreement, and, if
                  such notice is given, the term of this Agreement shall expire
                  two years from the date of such notice, unless it is earlier
                  terminated pursuant to Section 15 below.

3.                Appointment of Supplier. Subject to the other provisions of
                  this Agreement, Customer hereby appoints Supplier, and
                  Supplier hereby accepts such appointment, as the exclusive
                  manufacturer and supplier to Customer of [***] Disposable Set
                  Components, in accordance with the terms and conditions of
                  this Agreement.

4.                Certain Mutual Obligations.

(a)               Start-Up Plan for [***] Disposable Set Components. Exhibit C
                  attached hereto sets forth the plan agreed to by the parties
                  for Supplier to accept orders for the [***] Disposable Set
                  Components (the "Start-Up Plan"). During Phase 4 of the
                  Start-Up Plan, Customer will be conducting certain pre-launch
                  market tests ("Pre-Market Tests"). In the event that a defect
                  in the [***] Products is discovered during the Pre-Market
                  Tests, the costs and expenses associated with the
                  non-recurring engineering to remedy such defect will be paid
                  for by Supplier if (a) such defect results in the [***]
                  Product not being Fit, Safe and Convenient for Human Use,
                  and/or (b) the [***] Product is Fit, Safe and Convenient for
                  Human Use, but Supplier nevertheless determines that it will
                  remedy such defect in its clinical nutrition delivery pumps
                  and accessories that are not manufactured for Customer. If the
                  defect is not associated with fitness, safety or convenience,
                  and only the clinical nutrition delivery pumps and accessories
                  manufactured for the Customer will be modified to remedy the
                  defect, then the costs and expenses associated with the
                  non-recurring engineering to remedy such defect will be paid
                  for by Customer.

(b)               Review of Contingency Plan. Supplier has provided Customer
                  with Supplier's proposed contingency plans for failure to meet
                  any supply obligations set forth in the Agreement (the
                  "Contingency Plan") to ensure continuity of supply in the
                  event of adverse actions by Supplier or Supplier's suppliers.
                  The parties will review such Contingency Plan and proposed
                  changes thereto and will use good faith efforts to develop
                  mutually acceptable updates at Quarterly Meetings (as defined
                  in Section 7(f)(ii) below).
<PAGE>

(c)               Provision of Certain Financial Information. Throughout the
                  Term of this Agreement, each party will provide its financial
                  information to the other in the same form and at approximately
                  the same time that such information is made available to the
                  public through normal channels of regulatory disclosure (such
                  as disclosure in a 10-K, 10-Q, or 8-K filed with the U.S.
                  Securities and Exchange Commission).

5.                Certain Customer Obligations.

(a)               Customer covenants and agrees to use Commercially Reasonable
                  Efforts to ensure that the [***] Disposable Set Components
                  and/or [***] Disposable Sets will only be placed or sold for
                  use or further resale within the Territory, and that it will
                  have no rights to commercialize, place or sell [***]
                  Disposable Set Components and/or [***] Disposable Sets
                  anywhere outside of the Territory, including, without
                  limitation, in North America.

(b)               Customer will execute and file a Declaration of Conformity on
                  [***] Disposable Sets to establish the CE Mark for the [***]
                  Disposable Sets in the Territory, establishing Nutricia
                  HealthCare S.A. (Rue Pra de Plan, CH 1618 Chatel-St.-Denis,
                  Switzerland), or such other affiliated entity of Customer as
                  Customer may desire, as the legal manufacturer of the [***]
                  Disposable Sets in the Territory.

(c)               Subject to the other terms and conditions of this Agreement,
                  Customer will only sell in the Territory [***] Disposable Sets
                  made from components that it has purchased from Supplier under
                  this Agreement. Customer will only sell [***] Disposable Sets
                  for use with Flocare [***] Pumps that it has placed with or
                  sold to its customers within the Territory.

(d)               Regulatory Approvals. Customer will use Commercially
                  Reasonable Efforts to obtain regulatory approvals of the [***]
                  Disposable Sets in each country within the Territory within
                  six (6) months of the Amendment Effective Date.

6.                Certain Supplier Obligations.

(a)               Manufacturing Practices and Standards.

(i)      Compliance  with  Standards  and  Specifications.   Supplier
         represents  and  warrants  that  it  has  an established  standard
         operating  procedure ("SOP") for the manufacture and supply of the
         [***] Disposable Set Components and that such SOP contains  operating
         standards or procedures that are at least as good as those  prevailing
         in the industry for a comparable  supplier.  Supplier has designed and
         will  manufacture the [***] Disposable Set Components  according to (1)
         the Product  Specifications  applicable to the [***] Disposable Set
         Components,  (2) Supplier's  SOP, and (3) the standards  established by
         the FDA for current Good  Manufacturing  Practices,  as established by
         the FDA for current Good  Manufacturing  Practices,  as specified in 21
         CFR ss.820 Quality  System  Regulations;  21 CFR ss.807  Established
         Registration  and Device Listing for Manufacturers of Devices;  21 CFR
         ss.803 Medical Device  Reporting;  21 CFR ss.801 Medical Devices
         Reports of  Corrections  and  Removals;  the Federal Food,  Drug and
         Cosmetic  Act, as amended;  ISO 13485 Medical  Devices - Quality
         management  systems -  Requirements  for  regulatory  purposes;  and
         European Council  Directive  93/42/EEC of 14 June 1993  concerning
         medical  devices (the items in this  subsection (3),  collectively,
         constituting  the "Legal  Standards").  This Section 6(a)(i) is not
         intended to limit Supplier's obligations to indemnify Customer under
         Section 16(a).
<PAGE>

(ii)              Changes in Manufacturing Processes, Materials, or Components.

(1)               Changes Initiated by Supplier. During the Term of this
                  Agreement, Supplier shall have the right to make such changes
                  as may be reasonably necessary to incorporate new technology
                  or improve manufacturing processes by providing prior notice
                  to Customer; provided, however, that if such changes (A)
                  modify in any material fashion the [***] Disposable Set
                  Components (as determined by Supplier in its reasonable
                  discretion), or (B) change any of the suppliers and/or
                  components listed in Exhibit B, then Supplier shall notify
                  Customer and shall refrain from making any such changes
                  without the prior written consent of Customer, which consent
                  may not be unreasonably withheld.

(2)               Changes Initiated by Customer. Customer may propose changes to
                  the Product Specifications or the general manufacturing
                  process from time-to-time by submitting to Supplier a written
                  engineering change request ("ECR"). Changes requested by
                  Customer which are necessary in order to make any [***]
                  Disposable Set Component comply with any of the standards set
                  forth in Section 6(a)(i) or with the laws and regulations of
                  any jurisdiction within the Territory, shall not be considered
                  to be an ECR and shall be made promptly by Supplier at no
                  charge to Customer; provided, that if any such change
                  resulting from the requirements of the laws and regulations of
                  any jurisdiction within the Territory is economically
                  impractical (as determined in Supplier's reasonable
                  discretion), then such change will be considered to be an ECR.
                  With respect to each ECR submitted by Customer, Supplier shall
                  determine and advise Customer in writing if the proposed
                  change is acceptable. No changes to the Product Specifications
                  or significant change to the manufacturing process shall be
                  made without the prior approval of both parties hereto, which
                  shall be evidenced by their signatures on the final ECR. All
                  costs associated with an ECR, including scrapping of existing
                  component inventory or rework costs, shall be borne by
                  Customer and shall be agreed to in writing by the parties
                  prior to implementing any change. Non-urgent ECRs shall be
                  processed by Supplier within ten (10) working days, and
                  acceptance or rejection of the request shall be acknowledged
                  by Supplier within that time. In the event that Customer
                  considers the ECR urgent, notice of such urgency shall be made
                  at the time of request to Supplier, and the parties shall
                  agree on a priority for the ECR. To expedite the
                  implementation of approved, urgent ECRs, it may be necessary
                  for Supplier to use redlined drawings and/or documentation to
                  initiate the change. However, the use of any redlined drawings
                  or documents for manufacturing purposes shall be permitted
                  only upon the written approval of Customer.
<PAGE>

(iii)             Packaging. Customer will provide Supplier with finished
                  artwork to be used by Supplier in producing the product
                  packaging for [***] Disposable Sets which shall be subject, in
                  all cases, to the final approval of Customer.

(b)               Inspection and Documents; Audits.

(i)      Inspections by Customer.  Supplier shall permit Customer or its agents,
         during reasonable  business hours and upon at least  two weeks  advance
         notice,  access  to  inspect  Supplier's  facility  where the [***]
         Disposable  Set  Components  are  handled,  stored,  or  tested,  as
         well  as  records  relating  to  the manufacture,  storage,  handling,
         or testing  of the [***]  Disposable  Set  Components.  Customer  shall
         conduct such  inspection  in a manner as to minimize  disruption  of
         Supplier's  ongoing  operations,  and Supplier  shall  reasonably
         assist  Customer with such  inspections.  Supplier  hereby acknowledges
         and agrees that Customer's  right to inspect  Supplier's  facilities to
         ensure such compliance does not in any way limit  Customer's  rights
         and that any failure by Customer to exercise such right(s) shall not be
         held against  Customer for any reason  whatsoever  and shall not
         diminish or  constitute a waiver of Supplier's responsibility for the
         proper performance of its duties and obligations hereunder.

(ii)              Inspections by Government Authorities. Supplier shall extend
                  the same inspection privileges set forth in Section 6(b)(i) to
                  agents of the FDA or other governmental authorities as
                  required by law. Supplier shall notify Customer within five
                  (5) working days of any such inspection related to [***]
                  Disposable Set Components or ZEVEX [***] Products. In
                  addition, Supplier shall provide Customer with copies of any
                  and all inspection reports relating to the manufacture of
                  [***] Disposable Set Components or ZEVEX [***] Products from
                  the FDA or other relevant governmental authority within five
                  (5) working days of receipt of such reports.

(iii)    Documents  and Records.  Upon request by Customer,  Supplier  shall
         furnish  Customer  with  complete and accurate  information and copies
         of documents  necessary for Customer to:  (A) provide  Customer
         assurance that the  [***]  Disposable  Set  Components  were
         manufactured  and  supplied  in  accordance  with this Agreement  and
         in  compliance  with  applicable  Laws,  (B) enable  Customer  to
         ensure  that  the  [***] Disposable  Set  Components  comply with the
         labeling  claims made for [***]  Disposable  Set  Components, (C)
         secure all governmental  licenses,  registrations or approvals for the
         [***] Disposable Set Components as required by  applicable  laws in the
         Territory,  and  (D) respond  to all  governmental  inquiries  or
         requests.

(iv)              Important Changes or Events. Supplier shall immediately inform
                  Customer of any event or circumstance, including but not
                  limited to, a Change of Control of Supplier, or an adverse
                  change in the financial status of Supplier or its affiliated
                  companies that may directly or indirectly prejudice Supplier's
                  ability to comply with any of its undertakings in this
                  Agreement, and, particularly, that may affect its manufacture
                  and supply of the [***] Disposable Set Components, its
                  dedicated production quantity capacity, or any other matter
                  that materially and adversely affects the ability of Supplier
                  to perform its obligations under this Agreement.
<PAGE>

(v)               No Waiver. Supplier acknowledges and agrees that Customer
                  shall have the right, upon request, to confirm or verify that
                  Supplier is in compliance with Section 6 hereof including the
                  right to inspect Supplier's facilities pursuant to Section
                  6(b)(i) hereof to ensure such compliance.

(c)               No Conflicts. During the term of this Agreement, Supplier will
                  not supply or sell any [***] Disposable Set Components, [***]
                  Disposable Sets, ZEVEX [***] Disposable Set Components, or
                  ZEVEX [***] Disposable Sets into the Territory, but Supplier
                  may supply or sell or place any of its other disposable sets
                  into the Territory so long as such disposable sets do not
                  incorporate Supplier's technologies under the Patents other
                  than the LifeGuard(R) anti-free flow protection technology.

(d)               Subcontractors; Suppliers and Distributors; Manufacturing
                  Location.

(i)               Subcontractors. Supplier shall exert Commercially Reasonable
                  Efforts to ensure that its subcontractors comply with the
                  necessary manufacturing requirements relating to the
                  manufacture of the [***] Disposable Set Components.

(ii)              Suppliers and Distributors.

(1)               Suppliers. Supplier will exert Commercially Reasonable Efforts
                  to assist Customer in gaining access and documentation from
                  any supplier used by Supplier in performing its obligations
                  hereunder. Supplier will exert Commercially Reasonable Efforts
                  to prevent its suppliers from supplying [***] Disposable Set
                  Components to any party other than Supplier. To the extent
                  Supplier, in connection with the revised launch and roll-out
                  schedule of [***] Disposable Set Components as contemplated by
                  this Amendment, adjusts its materials and components inventory
                  or reschedules, cancels or otherwise modifies any orders
                  placed to its suppliers, Supplier shall be solely responsible
                  for any resulting costs and expenses (the parties agreeing
                  that Customer has previously been reimbursed by Supplier for
                  all such costs and expenses incurred by Customer).

(2)               Distributors. Supplier will exert Commercially Reasonable
                  Efforts to prevent its distributors from directly or
                  indirectly selling any ZEVEX [***] Disposable Set Components
                  into the Territory.

7.                Ordering, Supplying, and Rejecting [***] Disposable Set
                  Components.

(a)               Ordering [***] Disposable Set Components. Beginning as of the
                  date that the production tools for the [***] Disposable Set
                  Components become ready, which is currently projected to take
                  place in September 2004 for cassettes and January 2005 for LIM
                  segments, in addition to the other provisions of this
                  Agreement, the following procedures shall apply to Customer's
                  ordering and purchasing of, and Supplier's manufacture, sale,
                  and delivery of, [***] Disposable Set Components:
<PAGE>

                           (i) Customer will provide Supplier with non-binding
         annual estimates for its anticipated purchases of [***] Disposable Set
         Components. The initial non-binding annual estimate is set forth on
         Exhibit D. Supplier shall use each such forecast to plan capacity and
         order raw materials and component parts to support those forecasts.
         Pricing for the [***] Disposable Set Components will be based on the
         pricing formula for such components set forth in Exhibit A, as applied
         based on the Supplier's manufacturing costs for the [***] Disposable
         Set Components as affected by the estimated annual requirements.
         Customer's annual estimate will indicate Supplier is selling parts to
         Customer Ex-Works from Supplier's source of manufacture. Supplier will
         request that Customer provide a new annual estimate of annual
         requirements at least 3 months before the end of a pending annual
         period. Supplier will continue to maintain availability of bins of
         components through the end of the pending annual period. Customer must
         provide a new annual estimate at least 2 months before the end of a
         pending annual period. At each Quarterly Meeting of the parties, the
         parties will discuss the estimated volume of [***] Disposable Set
         Components to be purchased by Customer during that year and will
         mutually agree to any revisions to that estimate. Thereafter, the
         parties may mutually agree to any adjustments to the pricing for the
         [***] Disposable Set Components based on the pricing formula contained
         in the [***] Pump Supply Agreement, as applied to any adjustment to
         Supplier's manufacturing costs for the [***] Disposable Set Components
         resulting from the adjustments to the estimated annual requirements.
         Notwithstanding the pricing adjustments made throughout any calendar
         year as set forth above, within thirty (30) days following the
         conclusion of each calendar year, the parties will compare (a) the
         amount determined by applying the pricing formula for the [***]
         Disposable Set Components to the aggregate actual manufacturing costs
         for the [***] Disposable Set purchased by Customer during that year
         (the "Actual Aggregate Price"), to (b) the aggregate amount actually
         invoiced to Customer for [***] Disposable Set Components during that
         calendar year (the "Actual Payments"). If the Actual Aggregate Price is
         greater than the Actual Payments, then Customer will pay the difference
         to Supplier within thirty (30) days. If the Actual Aggregate Price is
         less than the Actual Payments, then Supplier will pay the difference to
         Customer within thirty (30) days.

                           (ii) Supplier will ship parts to Customer in fixed
         quantities referred to as "Bin Quantities". Bin Quantities shall be
         agreed to by Supplier and Customer.

                           (iii) Customer will make a call-off via email to
         Supplier each time a new shipment is required. All call-offs made under
         this Agreement will be confirmed by the Supplier to Customer via email
         within 1 business day.

                           (iv) Supplier agrees to manage the delivery
         performance and part quality of Supplier's manufacturing sources to
         meet the terms of the Agreement.

                           (v) Customer shall notify Supplier immediately when
         Customer's demand for the current annual period is expected to exceed
         the current estimate.

                           (vi) Supplier will be responsible for all finished
         goods inventory (FGI) at Supplier or Supplier's sources as well as
         specially ordered raw materials. FGI will not exceed the agreed upon
         two-bin quantity size for each part. Raw material inventory at the
         Supplier or Supplier's sources will at all times be adequate to support
         the Customer's requirements.
<PAGE>

                           (vii) Current lead-time is seven (7) days. Lead Time
         is defined as the time from receipt of a call-off from Customer until
         arrival of the parts at the Port of Entry to Shanghai, PRC, using air
         freight. The Supplier will advise Customer immediately should there be
         a change in lead-time.

                           (viii) The Supplier will hold two bin quantities
         worth of FGI at all times for Customer.

                           (ix) Customer will designate the freight carrier and
         method for all call-offs to Customer.

                           (x) Initial Bin Quantities are hereby set at 150,000
         pcs per bin for all referenced part numbers (above).

(xi) A change in Bin Quantities will require 30 days notice.

(b)      Terms and Conditions. The terms and conditions of this Agreement will
         apply to each call-off or shipment by Supplier hereunder, regardless of
         the terms stated on Supplier's invoice. The terms and conditions of
         Customer's form of purchase order or other business forms will not
         apply to any order notwithstanding Supplier's acknowledgment or
         acceptance of such call-off or shipment.

(c)      Cancellation of Call-Offs by Supplier. Supplier reserves the right to
         cancel any call-offs placed by Customer as set forth above, or to
         refuse or delay shipment thereof, if Customer (i) fails to make any
         payment when due as provided herein or under the terms of payment set
         forth in any invoice or otherwise agreed to by Supplier and Customer,
         or (ii) otherwise fails to comply in all material respects with the
         terms and conditions of this Agreement and fails to cure such
         non-compliance within 60 days from the date Supplier notifies Customer
         of such failure to comply. No such cancellation, refusal or delay will,
         by itself, be deemed a termination or breach of this Agreement by
         Supplier.

(d)      Supplying [***] Disposable Set Components.

(i)      Components,  and Raw  Materials.  Supplier  shall  acquire  all raw and
         packaging  materials  solely from manufacturers  and suppliers that
         meet industry  standards of acceptability and comply fully with all
         Laws (as  hereinafter  defined).  Supplier  may  purchase  and
         maintain  up to a six (6)  month  supply of raw materials and
         component  parts  necessary  for the  manufacture  and supply of the
         [***]  Disposable  Set Components  according to the 12-month estimates.
         If Supplier so elects,  Supplier shall sell to Customer and Customer
         shall  purchase any such raw materials and component  parts that are
         not used by Supplier in accordance  with the 12-month  estimate
         referred to in the previous  sentence within nine (9) months from
         the date they are received by Supplier at  Supplier's  standard  cost
         plus [***]%.  To assist  Supplier in determining  the need for such
         items,  Customer  will use  Commercially  Reasonable  Efforts  to
         apprise Supplier of significant  developments,  such as market
         conditions,  customer demand, and sales forecasts, which may occur with
         respect to its business as it relates to its  requirements  for [***]
         Disposable Set Components.
<PAGE>

(ii)     Shipment. All [***] Disposable Set Components purchased by Customer
         hereunder will be shipped Ex Works (as defined in INCOTERMS 2000,
         International Chamber of Commerce), at Supplier's Facility (or, as
         applicable, at the facility of Supplier's subcontractor(s) for such
         [***] Disposable Set Components). Customer will be responsible for and
         will pay all shipping, freight and insurance charges associated with
         the shipping of the products.

(iii)    Title/Risk of Loss. Title to the [***] Disposable Set Components
         purchased by Customer and all risk of loss or damage will pass to
         Customer when the products are delivered to a shipper at Supplier's
         Facility (or, as applicable, at the facility of Supplier's
         subcontractor(s) for such [***] Disposable Set Components). Customer
         shall bear the risk of loss or damage in transit.

(iv)     Partial  Shipments.  Unless  Customer  clearly advises  Supplier to the
         contrary in writing,  Supplier may make partial shipments on account of
         Customer's  orders, to be separately  invoiced and paid for when due;
         provided  however,  that if the  aggregate  price of shipping any
         called-off  shipment is higher than the cost would have been if the
         entire  shipment had been shipped at once,  then Supplier  will
         reimburse the Customer for the  difference in shipping cost,  and
         provided  further that all such partial  shipments are received by the
         date on which the total  shipment is due under the  applicable
         call-off.  Failure to ship all shipments  required  under a call-off
         shall  constitute a Call-Off  Breach under Section 17. Delay in
         delivery of any shipment shall not relieve Customer of its obligation
         to accept the remaining deliveries.

(v)      Notice and Effect of Delays in Shipment.

(1)      Notice.  Supplier will notify Customer  immediately,  of any real or
                  anticipated  delays that could impact the supply of [***]
                  Disposable  Set  Components  or the  ability  of  Supplier  to
                  fulfill  its obligations  under this  Agreement  including,
                  but not  limited  to,  component  supply or labor shortages,
                  or events which involve  health,  safety,  building  code,  or
                  regulatory  issues or violations.  Supplier  shall,  in the
                  event  of lost  production  time  for any  reason,  except
                  through  the fault of  Customer,  give  Customer  first
                  priority  from  among  Supplier's  other customers in making
                  up production schedules.

(2)      Effect.  Without  prejudice to any other rights of Customer  under this
                  Agreement,  if Supplier is unable to fulfill any Customer
                  call-off with respect to [***]  Disposable Set Components as
                  to quantity or  time  of  shipment  (assuming  the  applicable
                  lead  times  and  quantity   limitations  are satisfied),
                  then Supplier will be subject to a penalty with respect to the
                  relevant  call-off of 0.5% of the invoice  price of that
                  portion of the call-off  that is actually late in shipment for
                  every  business day that the shipment date of the products
                  ordered  pursuant to that call-off is late;  provided,
                  however,  that the aggregate  penalty under this section for
                  late shipment with respect to any  call-off  will be capped at
                  20% of the total  purchase  price for such portion of
                  the call-off.

(e)      Rejecting Nonconforming [***] Disposable Set Components.
<PAGE>

(i)      Defective  [***]  Disposable  Set  Components.  Customer  will  have no
         obligation  to  inspect  incoming shipments of [***]  Disposable  Set
         Components  received from  Supplier.  However,  if after  receiving a
         shipment of [***]  Disposable Set Components,  Customer  reasonably
         determines that any [***]  Disposable Set Component or an entire lot of
         [***]  Disposable  Set  Components  delivered by Supplier  fails to
         meet the Product Specifications,  and/or any other requirements and
         other specifications  established or agreed to from  time to  time by
         Customer,  and/or  any  other  terms  and  conditions  of this
         Agreement  (the "Defective  Products"),  Customer  shall notify
         Supplier  after  discovery of the defect.  All  Defective Products,
         other than any Defective  Products (or any portions  thereof) retained
         by Customer for testing, evaluating or sampling,  shall,  at Customer's
         option,  but not earlier than five (5) business days after notification
         to Supplier by Customer in writing,  be returned to Supplier,  at
         Supplier's  expense,  after Customer  has  obtained  a return
         merchandise  authorization  number  from  Supplier  for such  products.
         Supplier  shall  promptly  repair or replace,  at  Supplier's  sole
         discretion,  all  Defective  Products returned to Supplier.  If
         Supplier receives any written notice of Defective  Products,  Supplier
         shall, at Supplier's  expense,  ship  replacement  or repaired [***]
         Disposable  Set Components to the  destination designated  by Customer
         as soon as  reasonably  possible  after  receipt of such  notice,
         provided  that Supplier  shall  use its best  efforts  to make any such
         shipment  ready  for  shipment  within  five (5) business days after
         receiving  returned  Defective  Products.  In the event that Supplier
         fails to do so, Customer  may treat  such  failure as a Call-Off
         Breach  pursuant  to  Section  17.  Notwithstanding  the foregoing,
         neither  Customer's failure to discover Defective Products nor any of
         the provisions set forth herein for dealing with Defective  Products
         shall prejudice or affect  Customer's other rights or remedies under
         this Agreement or under  applicable Law (as hereinafter  defined),
         including  Customer's  rights to have Defective Products repaired or
         replaced under the Product Warranties set forth in this Agreement.

(ii)     Shortfall.  A  "Shortfall"  shall  occur if  Customer  reasonably
         determines  that  there is either (A) a shortfall  in the  quantity  of
         [***]  Disposable  Set  Components  delivered  by  Supplier  pursuant
         to a call-off,  and/or (B) any shipment of [***] Disposable Set
         Components  delivered by Supplier pursuant to a call-off  contains
         [***]  Disposable Set Components that have defects that are manifest
         and easily visible to the naked eye  ("Visually  Defective  Products").
         Customer  shall  notify  Supplier  of any  Shortfall within  five (5)
         business  days of the date  Visually  Defective  Products  are
         received  by Customer at Customer's  manufacturing  facility in Wuxi,
         China or Chatel,  Switzerland.  Visually  Defective  Products shall be
         returned to Supplier  at  Supplier's  expense,  and  Supplier  shall
         repair or replace  them and redeliver  them to Customer in  accordance
         with  Section  7(e)(i)  above.  In the case of a Shortfall in quantity,
         Supplier  shall ship a quantity  of [***]  Disposable  Set  Components
         that are not  Defective Products  and/or  Visually  Defective  Products
         to the  destination  designated by Customer to fulfill the entire
         Call-Off as soon as is reasonably  possible,  provided that Supplier
         shall use its best efforts to make any such  shipment  ready for
         shipment  within five (5)  business  days after  Supplier's  receipt of
         notification  of such  Shortfall in quantity  from  Customer.  In the
         case of a Shortfall  due to Visually Defective  Products,  Supplier
         shall ship a quantity  of [***]  Disposable  Set  Components  that are
         not Defective  Products  and/or  Visually  Defective  Products to the
         destination  designated  by Customer to fulfill the entire Call-Off as
         soon as is reasonably  possible,  provided that Supplier shall use its
         best efforts to make any such  shipment  ready for  shipment  within
         five (5)  business  days after  Supplier's receipt of the returned
         Visually  Defective  Products.  Any Shortfall  that is identified by
         Customer and is  communicated  in writing by Customer to Supplier
         within five (5) business days of Customer's  receipt of a shipment
         shall be deemed a Call-Off  Breach under Section 17. If Customer  does
         not notify  Supplier of a Shortfall  within five (5)  business  days of
         a shipment,  a Call-Off  Breach  shall not be deemed to have  occurred,
         and  Customer  shall  retain,  without  limitation,  all its other
         rights  and  remedies conferred under this Agreement.
<PAGE>

(f)      Ongoing Communication and Business Review.

(i)      Designated Representative. Each party agrees to designate one
         individual within such party's organization to serve as such party's
         primary point of contact and representative (the "Designated
         Representative") in such party's relationship and communications with
         the other party as contemplated in this Agreement. These Designated
         Representatives shall also involve other appropriate operational,
         strategic, technical, and regulatory personnel in such communications.

(ii)     Quarterly  Meetings.  The parties agree to hold a face-to-face  meeting
         at a minimum of once each calendar quarter  during the Term for such
         duration as the parties agree in good faith is necessary to address the
         various  issues  that may arise  relating to the  performance  of the
         parties  under this  Agreement  (the "Quarterly  Meetings").  The
         location  of the  Quarterly  Meetings  shall  alternate  between
         Supplier's Facility  and a Customer  facility  in the  Territory.  The
         parties  shall  formulate  in advance of each meeting a written agenda
         of material items that each party proposes  should be considered
         together in the meeting,  which  agenda  may  include  such  items  as
         on-time  delivery,   capacity  planning,  customer complaints,  device
         master record review,  performance forecasting,  product development,
         market feedback and trends (including  competitor activity),
         corrective action requests review,  Contingency Plan review, product
         training and support,  and sales review.  The parties shall make a
         reasonable  effort to have the Designated  Representative  present at
         each Quarterly Meeting,  as well as such other individuals as would
         be  appropriate  in light of the agenda for the  meeting.  Each party
         shall bear all of its own costs and expenses  associated with its
         participation in the Quarterly  Meeting.  The parties'  respective
         rights to request  and  receive  information  hereunder  will not be
         affected  or limited by any  subject or matter discussed or planned to
         be discussed at any Quarterly Meeting.

(g)      Warranty. Supplier warrants, for a period of 12 months from the date of
         shipment from Supplier to Customer or any of Customer's distributors,
         resellers, or customers, as the case may be, that each [***] Disposable
         Set Component supplied hereunder shall be free from defects in
         materials, components, design, and workmanship, shall conform to the
         Product Specifications, and shall be fit for the purpose of delivering
         the (i) Nutrison Standard, (ii) Nutrison Concentrated, (iii) Nutrison
         Multi-fibre, (iv) Nutrison Protein Plus Multi-fibre, and (v) Nutrison
         Low Energy enteral nutrition solutions currently produced by Nutricia
         (collectively the "Product Warranties"), under the following terms and
         conditions:

(i)      Supplier must be notified in writing of the alleged defect(s) during
         the term of the warranty; and
<PAGE>

(ii)     Supplier's warranty shall be voided in the event an [***] Disposable
         Set Component is subject to abuse, accident, alteration, modification,
         tampering, or misuse.

(h)      No Other Warranties. Supplier provides no warranties under this
         Agreement except as expressly stated herein. THE WARRANTIES EXPRESSLY
         STATED IN THIS AGREEMENT ARE EXCLUSIVE TO THIS AGREEMENT AND ARE
         EXPRESSLY IN LIEU OF ANY IMPLIED WARRANTIES. Furthermore, the
         warranties provided in this Agreement run only to Customer and not to
         Customer's customers or end users.

(i)      Supplier Obligations for Breach of Warranty. Supplier's obligation with
         respect to [***] Disposable Set Components that it has supplied to
         Customer hereunder that fail to comply with the Product Warranties set
         forth in Section 7(g) above shall be to repair or replace such [***]
         Disposable Set Components. The remedies available to Customer pursuant
         to the previous sentence for the failure of [***] Disposable Set
         Components to comply with the Product Warranties set forth in Section
         7(g) above will be the sole and exclusive remedies available to
         Customer under such Product Warranties. This Section 7(i) is not
         intended to limit Supplier's obligation to indemnify Customer for
         certain third party products liability claims as described in Section
         16(a)(i).

(j)      Warranty Claims. The parties have entered into a Maintenance and
         Service Agreement that will provide for the following: (i) reporting of
         product defects, (ii) the process for responding to warranty claims,
         and (iii) the process for repairing or replacing damaged or defective
         [***] Disposable Set Components.

8.       Commercialization of [***] Disposable Sets.

(a)      Commercialization.

(i)      Commercialization Efforts by Customer. Customer will have the exclusive
         right and obligation to use Commercially Reasonable Efforts to
         commercialize the [***] Disposable Sets for use with Flocare [***]
         Pumps within the Territory.

(ii)     Promotional Materials. Supplier and Customer will cooperate to develop
         appropriate promotional materials for the [***] Disposable Sets
         (including manuals, promotional claims, etc.). Customer will translate
         all manuals, materials, and product labeling relating to the [***]
         Disposable Sets into the languages of the Territory.

(b)      Suitable Inventory and Premises. At all times throughout the Term of
         this Agreement, Customer will maintain at least a four-week supply of
         [***] Disposable Set Components on hand in one or more of its
         facilities located within the Territory for sale in the Territory. If
         at any time Customer's inventory of [***] Disposable Set Components on
         hand is depleted below a projected four-week supply of such products,
         then Customer will promptly order sufficient additional [***]
         Disposable Set Components to restore its inventory levels to a
         four-week supply. In addition, throughout the Term of this Agreement,
         Customer will maintain adequate inventory levels of the [***]
         Disposable Set Components for demonstration and training purposes.
<PAGE>

(c)      Conduct of Business. Each of Supplier and Customer will promote the
         business and company of the other in a manner that reflects favorably
         on the other, and each will avoid deceptive, misleading, or unethical
         business practices that are likely to be detrimental to the other, its
         business, or the general public.

(d)      Market Information and Planning. Each of Supplier and Customer will
         advise the other promptly after they receive information concerning the
         market for clinical nutrition delivery devices (both within and outside
         the Territory) and will, from time-to-time, consult with each other
         with respect to market conditions, sales forecasting, product planning,
         and promotional activities; provided that neither party will be
         obligated to disclose any such information to the other if doing so
         would be a breach of such party's obligations to a third party to
         maintain the confidentiality of such information.

(e)      Compliance with U.S. Export Laws. Customer understands that the [***]
         Disposable Set Components are restricted by the United States
         Government from export to certain countries, and Customer agrees that
         it will not sell [***] Disposable Sets or [***] Disposable Set
         Components in any way that will violate any of the export control laws
         or regulations of the United States ("U.S. Export Control Laws").
         Supplier will inform Customer from time to time about applicable U.S.
         Export Control Laws and prohibited countries. Customer will provide to
         Supplier such documentation and certifications as may be required for
         compliance with the export control laws of the United States.

(f)      Governmental Approvals. If any approval with respect to this Agreement,
         or the registration thereof, shall be required at any time during the
         term of this Agreement, with respect to giving legal effect to the
         Agreement in the Territory, or with respect to compliance with exchange
         regulations or other requirements so as to assure the right of
         remittance abroad of U.S. dollars, Customer shall immediately take
         whatever steps may be necessary in this respect, and any charges
         incurred in connection therewith shall be for the account of Customer.
         Customer shall keep Supplier currently informed of its efforts in this
         regard.

9.       Inspections, Records, and Reporting.

(a)      Deliveries and Inventories. In the Quarterly Meetings, Customer will
         provide to Supplier information about Customer's deliveries of [***]
         Disposable Sets within the Territory. In addition, upon either party's
         request, the other party will provide to the requesting party
         information about the providing party's inventory levels of [***]
         Disposable Set Components and such other information as the requesting
         party may reasonably request.

(b)      Reports of Alleged Claims. Customer shall notify Supplier in writing of
         any claim or proceeding involving advertisement or distribution of the
         [***] Disposable Sets by Customer, including claims asserting
         infringement of any intellectual property rights by Supplier
         Intellectual Property or the [***] Disposable Set Components, within
         ten (10) days after Customer learns of such claim or proceeding.
         Customer shall also report promptly to Supplier all claimed or
         suspected product defects relating to the [***] Disposable Set
         Components. Supplier shall notify Customer in writing of any claim or
         proceeding involving advertisement or distribution of ZEVEX [***]
         Products by Supplier outside of the Territory, including claims
         asserting infringement of any intellectual property rights by Supplier
         Intellectual Property or ZEVEX [***] Products, within ten (10) days
         after Supplier learns of such claim or proceeding. Supplier shall also
         report promptly to Customer all claimed or suspected product defects
         relating to the ZEVEX [***] Products.
<PAGE>

(c)      Maintenance of Records. Customer shall maintain records, contracts and
         accounts relating to the distribution of [***] Disposable Sets and
         shall permit examination thereof by authorized representatives of
         Supplier (i) in connection with any recall under Section 18 or (ii)
         after any written request by Supplier that is based on a reasonable
         determination by Supplier that it has need to verify the accuracy of
         information or reports previously provided to Supplier by Customer. At
         each Quarterly Meeting, Customer will provide to Supplier a written
         report of the quantities of [***] Disposable Sets sold in each country
         within the Territory during the prior quarter.

10.      Supplier's Obligations.

(a)      Compliance With Laws. Supplier shall comply, and shall ensure that the
         storage, manufacture, packaging, labeling, supply, and delivery of
         [***] Disposable Set Components or any components thereof, materially
         comply with applicable U.S. laws, regulations, rules, and orders
         (collectively, "Laws"), and shall make such adjustments as may be
         necessary to effect and maintain such compliance throughout the Term.
         Without limiting the generality of the foregoing, (i) Supplier's
         facilities shall comply with all product safety, sanitation, and
         environmental Laws, (ii) all [***] Disposable Set Components shall be
         clearly and accurately labeled and packaged in the manner requested by
         Customer and otherwise as required by all Laws, and (iii) Supplier
         acknowledges that it is familiar with the Foreign and Corrupt Practices
         Act of the United States and agrees that it shall at all times comply
         with such Act in carrying out and performing its duties under this
         Agreement.

(b)      Approvals. Supplier shall obtain, at its sole expense, all
         governmental, administrative, and other approvals, licenses, permits,
         and other authorizations and registrations necessary for the operation
         and conduct of its business, including without limitation, the
         development, manufacture, and supply of the [***] Disposable Set
         Components.

(c)      Necessary Inventory, Equipment, etc. Supplier shall obtain all
         inventory, equipment, employees, facilities, and any other item
         necessary in order to assure that Supplier has, and will have, the
         ability to perform its obligations hereunder in accordance with the
         terms and conditions hereof.

11.      Price and Payment Terms.

(a)      Prices. Customer shall pay Supplier for the [***] Disposable Set
         Components at the Initial Product Prices. The Initial Product Prices
         shall remain unchanged during the first twelve (12) months after the
         Amendment Effective Date. After such initial twelve (12) month period,
         the Initial Product Prices for [***] Disposable Set Components may be
         increased by Supplier on an annual basis. Price increases with respect
         to the [***] Disposable Set Components will be based on cost increases,
         as contemplated by the formula set forth in Exhibit A. Supplier will
         notify Customer of cost increases that affect the [***] Disposable Set
         Components and will provide to Customer such information and documents
         received by Supplier from Supplier's suppliers that relates to any such
         cost increases. The product prices, including the Initial Product
         Prices, for [***] Disposable Set Components shall include the cost of
         all materials, but do not include shipping costs, taxes, charges,
         tariffs, and duties, all of which shall be paid by Customer.
<PAGE>

(b)      Cost Savings. Supplier will exert Commercially Reasonable Efforts to
         reduce the costs of obtaining the materials used in manufacturing of
         [***] Disposable Set Components. To the extent that cost savings are
         actually realized from such efforts, the cost savings shall be split
         equally between the parties as set forth herein. These cost savings
         shall be determined by comparing the new cost of materials to the costs
         that formed the basis for the applicable Initial Product Prices, with
         reliance on appropriate supporting data. These cost savings shall be
         shared by reducing the Initial Product Prices by an amount equal to one
         half of the cost savings.

(c)      Payment Terms. Supplier shall provide an invoice to Customer based on
         the actual amount of [***] Disposable Set Components shipped to
         Customer or its designee(s). Customer shall cause payment for the [***]
         Disposable Set Components purchased from Supplier under the terms of
         this Agreement to be made no later than ninety (90) days from the end
         of the month in which the product was shipped. Late payments will be
         subject to a 1.5% penalty per month. All payments will be made via wire
         transfer in United States currency.

12.      Representations and Warranties.

(a)      Supplier's Representations and Warranties. Supplier hereby represents
         and warrants to Customer that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Supplier to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    Prior to purchase of [***] Disposable Set Components by Customer
         hereunder, Supplier will own title to such [***] Disposable Set
         Components free and clear of liens and encumbrances;

(iv)     It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(v)      To the knowledge of Supplier, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Supplier
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(vi)     Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Supplier hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Supplier or any officer,
         director, employee or controlling person of Supplier is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and
<PAGE>

(vii)    No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Supplier in accordance with its terms.

(b)      Customer's Representations and Warranties. Customer hereby represents
         and warrants that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Customer to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(iv)     To the knowledge of Customer, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Customer
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Customer hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Customer or any officer,
         director, employee or controlling person of Customer is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and
(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Customer in accordance with its terms.

13.      Intellectual Property.

(a)      Ownership of Product Rights/Intellectual Property Rights. Supplier has
         and will retain all right, title to, and interest in Supplier
         Intellectual Property; provided, however, that Supplier has provided a
         license to Customer with respect to the Supplier Intellectual
         Property--namely, the [***] Disposable Set Components License
         Agreement. Customer has and will retain all right, title to, and
         interest in Customer Intellectual Property.

(b)      Representations and Warranties regarding Intellectual Property.
         Supplier represents and warrants that:
<PAGE>

(i)      Supplier is the sole legal and beneficial owner of the Supplier
         Intellectual Property.

(ii)     To the best knowledge of Supplier, none of Supplier's Intellectual
         Property infringes or is alleged to infringe upon any patents or other
         intellectual property rights of any third party.

(iii)    All utility patents held by Supplier in the United States with respect
         to the [***] Disposable Set Components have been applied for in the
         United States, the European Community, Switzerland, China and Japan.
         With respect to Supplier Trademarks, the [***] word mark, the [***]
         logo design, and the ZEVEX word mark have either been filed or the
         filing process has been initiated in the United States, the European
         Community, Switzerland, China, and Japan.

(c)      Nationalization of Patents. Supplier will use Commercially Reasonable
         Efforts to nationalize its patents relating to the [***] Disposable Set
         Components in the following countries in the Territory: United Kingdom,
         Germany, France, Italy, Benelux, Austria, and China.

(d)      Notice of Infringement.

(i)      Supplier shall promptly notify Customer of any actual or apparent
         infringement of Customer Intellectual Property of which Supplier
         becomes aware. Customer may, at its sole option and expense, prosecute
         any suit it deems necessary or appropriate to protect any of Customer's
         rights to Customer Intellectual Property from and against infringement
         by third parties anywhere in the world and Supplier shall cooperate
         fully with Customer in connection with any such action.

(ii)     Customer shall promptly notify Supplier of any actual or apparent
         infringement of Supplier Intellectual Property of which Customer
         becomes aware. Supplier may, at its sole option and expense, prosecute
         any suit it deems necessary or appropriate to protect any of Supplier's
         rights to Supplier Intellectual Property from and against infringement
         by third parties anywhere in the world and Customer shall cooperate
         fully with Supplier in connection with any such action.

14.      Confidential Information.

(a)      Confidential and Proprietary Information.

(i)      Disclosure to Customer of Manufacturing File for [***] Disposable Set
         Components. Promptly following the execution of this Agreement by the
         parties, Supplier will provide Customer with such information relating
         to the [***] Disposable Set Components as will be necessary for
         Customer to obtain the CE Mark and comply with other applicable laws
         and regulations relating to the [***] Disposable Sets and the
         transactions contemplated by this Agreement.
<PAGE>

(ii)     Supplier  Obligations  with  respect to Customer  Confidential
         Information.  Supplier  agrees to hold all confidential  information of
         Customer and its affiliated  companies,  including  without limitation,
         any information  relating to Customer's and its affiliates' business
         operations,  price lists,  manufacturing data, marketing information
         strategies,  customer or product lists, research and development
         information and all other  information  disclosed by Customer or its
         affiliates to Supplier  ("Customer  Confidential Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone  else nor for the  purpose of
         developing  or  improving  a product or method for anyone except
         Customer.  Supplier  agrees  to  limit  dissemination  of  and  access
         to  Customer  Confidential Information only to the persons within
         Supplier's  organization and Supplier's  affiliated  organizations,
         including their respective third party contractors,  subcontractors,
         manufacturers and business partners, and then  only to  those  persons
         who  have a need  for  access  thereto,  and who  have  entered  into a
         restrictive   agreement   prohibiting  such  personnel  from  doing
         anything  with  respect  to  Customer Confidential  Information  that
         Supplier  would  itself be  prohibited  from doing under this
         Agreement. Notwithstanding  anything to the  contrary  herein,
         Supplier  may make such  disclosures  as necessary in connection with
         the preparation,  filing,  and  dissemination of its filings with the
         U.S.  Securities and Exchange  Commission  (e.g.,  10-Ks,  10-Qs, and
         8-Ks) and/or other  disclosures as required by applicable law;
         provided,  however,  that it shall first notify  Customer of any such
         disclosure  in order that the parties may seek appropriate confidential
         treatment for information they deem to be confidential.

(iii)    Customer  Obligations  with  respect to Supplier  Confidential
         Information.  Customer  agrees to hold all confidential  information of
         Supplier and its affiliated  companies,  including  without limitation,
         any information  relating to Supplier's and its affiliates' business
         operations,  price lists,  manufacturing data, marketing information
         strategies,  customer or product lists, research and development
         information, and all other  information  disclosed by Supplier or its
         affiliates to Customer  ("Supplier  Confidential Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone else.  Customer  agrees to limit
         dissemination  of and access to Supplier  Confidential Information
         only to the persons within Royal Numico,  Numico,  and Nutricia,  and
         their  affiliates,  and their respective third party contractors,
         subcontractors,  manufacturers and business partners,  and then only to
         those  persons  who have a need for  access  thereto,  and who  have
         entered  into a  restrictive agreement   prohibiting  such  personnel
         from  doing  anything  with  respect  to  Supplier  Confidential
         Information  and such  information  that  Customer  would  itself be
         prohibited  from  doing  under  this Agreement.  Notwithstanding
         anything  to the  contrary  herein,  Customer  may make such
         disclosures  as necessary in connection with the  preparation,  filing,
         and  dissemination  of disclosures as required by applicable  law;
         provided,  however,  that it shall first notify Supplier of any such
         disclosure in order that  the  parties  may  seek  appropriate
         confidential  treatment  for  information  they  deem  to  be
         confidential.

(b)      Use of Confidential Information of Other Parties. Each party
         represents, warrants, and covenants that it will not use in the course
         of its performance under this Agreement, or disclose to the other
         parties hereto, any confidential or proprietary information of any
         third party (including competitors of the other parties) without the
         prior written consent of the party to whom such confidential or
         proprietary information belongs.
<PAGE>

(c)      Disclosure does not constitute a License. Neither the execution of this
         Agreement nor the disclosure of any confidential or proprietary
         information by one party to the other hereunder shall be construed as
         granting to the recipient of such information, by implication or
         otherwise, any right in, or license to, other than expressly contained
         herein, any present or future proprietary information, patent,
         trademark, copyright invention, now or hereinafter, owned or controlled
         by the disclosing party. Each party will be authorized to use the other
         party's confidential information that is disclosed hereunder only for
         such purposes as are expressly contemplated by this Agreement.

(d)      Notice of Unauthorized Disclosure. If either party becomes aware of any
         unauthorized disclosure of the other party's confidential information,
         it will immediately notify the other party of such unauthorized
         disclosure and will take all reasonable steps to mitigate the potential
         harm associated with such unauthorized disclosure.

(e)      Survival. The provisions regarding Confidential Information shall
         survive the termination or expiration of this Agreement, except that
         such obligations shall not limit Customer's rights under the [***]
         Disposable Set Components License Agreement.

15.      Termination.

(a)      Termination Events.

(i)      Upon the failure of Customer to pay to Supplier monies when due by
         Customer to Supplier hereunder and/or under any of the Related
         Agreements, Supplier may give notice to Customer of such non-payment.
         Thereafter, if Customer fails to pay such monies to Supplier within
         five (5) business days of such notice, then this Agreement shall
         terminate on that 5th business day. If Customer pays the monies due to
         Supplier within those five (5) business days, then this Agreement shall
         not terminate.

(ii)     Upon  a  Confidentiality  Breach  by  Customer,  then  Supplier  may
         give  notice  to  Customer  of  such Confidentiality  Breach. If
         Customer fails to cure such  Confidentiality  Breach within sixty (60)
         days of such  notice,  then this  Agreement  may be  terminated  by
         Supplier  at any time  during the  applicable Supplier  Termination
         Period.  Supplier's  failure  to  terminate  this  Agreement  during
         the  Supplier Termination  Period will  constitute a waiver of
         Supplier's  rights to terminate  this Agreement by reason of the
         applicable  Confidentiality  Breach,  but will not  constitute a waiver
         of Supplier's  other rights and remedies under this Agreement (or other
         applicable Related  Agreement,  if any), or a waiver of future similar
         breaches.

(iii)    Upon an Exclusivity Breach by Customer, then Supplier may give notice
         to Customer of such Exclusivity Breach. If Customer fails to cure such
         Exclusivity Breach within sixty (60) days of such notice, then this
         Agreement may be terminated by Supplier at any time during the
         applicable Supplier Termination Period. Supplier's failure to terminate
         this Agreement during the Supplier Termination Period will constitute a
         waiver of Supplier's rights to terminate this Agreement by reason of
         the applicable Confidentiality Breach, but will not constitute a waiver
         of Supplier's other rights and remedies under this Agreement (or other
         applicable Related Agreement, if any), or a waiver of future similar
         breaches.
<PAGE>

(iv)     Upon a material  breach of this  Agreement by Customer other than any
         of the material  breaches  described in Sections  15(a)(i)-(iii)  above
         that occurs after any  termination of the [***] Pump Supply  Agreement,
         then  Supplier  may give notice to  Customer  of such  material breach.
         If  Customer  fails to cure such material  breach within sixty (60)
         days of such notice,  then this Agreement may be terminated by Supplier
         at any time during the  applicable  Supplier  Termination  Period.
         Supplier's  failure to terminate  this Agreement  during the  Supplier
         Termination  Period  will  constitute  a waiver of  Supplier's  rights
         to terminate  this  Agreement  by  reason  of the  applicable  breach,
         but will not  constitute  a waiver of Supplier's other rights and
         remedies under this Agreement, or a waiver of future similar breaches.

(v)      Upon a Bankruptcy Event of Supplier, Supplier shall notify Customer
         thereof within one (1) business day thereof. Customer may elect to
         terminate the Agreement by giving written notice to Supplier within
         thirty (30) days of that notice.

(vi)     Upon a Change of Control of Supplier, Supplier shall notify Customer
         thereof within one (1) business day of the public announcement thereof.
         Thereafter, Customer may elect to terminate the Agreement by giving
         notice to Supplier within thirty (30) days of the public announcement
         of the Change of Control of Supplier.

(vii)    Upon a material  breach of this  Agreement  by  Supplier,  Customer
         may give  notice to  Supplier of such material  breach.  If Supplier
         cures such material  breach within sixty (60) days  following such
         notice, then  this  Agreement  shall  not  terminate  by reason of that
         breach.  If  Supplier  fails to cure such material  breach within sixty
        (60) days of such notice,  then this Agreement may be terminated by
         Customer at any time during the period that begins on the  sixtieth
        (60th) day  following  such notice and ends on the ninetieth  (90th)
         day following  such notice (the  "Customer  Termination  Period") by
         giving  written notice of such  termination  to  Supplier  before  the
         expiration  of the  Customer  Termination  Period. Customer's  failure
         to terminate this Agreement during the Customer  Termination  Period
         will constitute a waiver of Customer's rights to terminate this
         Agreement by reason of the applicable  breach,  but will not constitute
         a waiver of Customer's  other rights and remedies under this Agreement,
         or a waiver of future similar breaches.

(viii)   At any time after January 1, 2008, Customer may terminate this
         Agreement by giving two-years notice pursuant to Section 2 above.

(ix)     Customer sends a notice of termination of this Agreement due to
         Supplier's failure to fulfill a call-off pursuant to the "Termination
         Remedy" described in Section 17(c)(iv) below.

(x)      In the event  Supplier  commences a  voluntary  proceeding  under Title
         11 of the United  States Code (the "Bankruptcy  Code") and/or is
         adjudicated a debtor in an involuntary  case under the Bankruptcy Code,
         and subsequently  requests  authority of the  Bankruptcy  Court to
         reject this  Agreement  pursuant to Section 365(a) of the  Bankruptcy
         Code,  the rejection of this  Agreement,  when  effective,  shall
         constitute a breach  permitting  Customer to  terminate this Agreement.
         Notwithstanding  any other  provision to the contrary  contained herein
         or in the [***] Disposable Set Components  License  Agreement,  such
         breach and termination  shall have no effect upon the [***] Disposable
         Set Components  License  Agreement or upon the rights of the parties
         under that agreement.
<PAGE>

(xi)     Customer may terminate this Agreement upon written notice to Supplier
         in the event of Supplier's failure to meet any of the milestones under
         the Start-Up Plan, provided that Customer's failure to terminate this
         Agreement pursuant to the foregoing on or before fifteen (15) days
         after the deadline for such milestone, will constitute a waiver of
         Customer's rights to terminate this Agreement by reason of such
         failure.

(xii)    This Agreement shall terminate if Customer terminates any Related
         Agreement (or sends a notice of such termination) on or before the date
         of Supplier's satisfaction or failure to satisfy the milestone for
         Phase 5 of the Start-Up Plan, or if Customer terminates, at any time,
         the [***] Pump Supply Agreement based on Supplier's failure to satisfy
         the milestone for Phase 5 of the Start-Up Plan. Any such termination
         under this provision shall be effective as of the same date on which
         the termination of the [***] Pump Agreement.

(b)      Effect of Termination, Expiration, or Non-Renewal; Effect of Bankruptcy
         Event of Customer.

(i)      Purchase of Inventory.
(1)      Following the termination of this Agreement pursuant to Section
         15(a)(i) above due to the failure of Customer to pay monies to
         Supplier, pursuant to Section 15(a)(ii) due to a Confidentiality Breach
         by Customer, pursuant to Section 15(a)(iii) due to an Exclusivity
         Breach by Customer, or pursuant to Section 15(a)(iv) due to a material
         breach of this Agreement by Customer, then, within thirty (30) days of
         any such termination, Customer shall purchase all of Supplier's
         inventory of finished custom [***] Disposable Set Components; provided,
         however, that Customer shall not be required to purchase such
         inventories to the extent that they exceed Customer's forecasted
         requirements hereunder for ninety (90) days following the termination
         date. Supplier acknowledges and agrees that Customer will be entitled
         to sell within the Territory any [***] Disposable Set Components that
         Customer purchases pursuant to this Section 15(b)(i)(1).

(2)      Following the termination of the Agreement pursuant to Section
         15(a)(xi) above, due to a failure of Supplier to fulfill call-offs
         pursuant to Section 15(a)(ix) (with reference to Section17(c)(iv)), due
         to a Bankruptcy Event of Supplier pursuant to Section 15(a)(v) above,
         or due to the Change of Control of Supplier pursuant to Section
         15(a)(vi) above, or due to a material breach of the Agreement by
         Supplier pursuant to Section 15(a)(vii) above, then, within thirty (30)
         days of such termination, Customer may elect to purchase all or any
         portion of Supplier's inventory of finished [***] Disposable Set
         Components allocated to Customer in accordance with the estimates
         called for by Section 7(a) and Supplier's inventory of custom
         components for [***] Disposable Set Components. If Customer elects to
         purchase less than all of these inventories, then Supplier, at its
         expense, shall destroy the remaining inventories of custom [***]
         Disposable Set Components. Supplier may use for its own purposes all
         the remaining components of the [***] Disposable Set Components that
         are not custom [***] Disposable Set Components.
<PAGE>

(ii)     Return of Materials Upon  Termination.  Upon  termination,  expiration,
         or non-renewal of this Agreement, each party  shall  return to the
         other party all  materials  and  documents  containing  confidential
         and proprietary  information,  including any copies or extracts
         thereof,  and shall erase any copies  thereof contained  in any
         electronic  or other  memory  device.  In  addition,  at that  time
         each  party  shall immediately  cease and desist from using any
         confidential or proprietary  information of the other parties hereto
         for any purpose  whatsoever.  Each party will certify in writing to the
         other,  within  thirty (30) days after any such  termination,
         expiration,  or non-renewal of this Agreement,  that they have complied
         with this Section  15(b)(ii),  and, upon request by the other party,
         will provide  reasonable  evidence of such  compliance.  Nothing
         herein  shall  operate  to limit  any  rights  Customer  has  under
         the [***] Disposable Sets Components License Agreement.

(iii)    Effect of Bankruptcy Event of Customer. In the event of a Bankruptcy
         Event of Customer, Customer shall notify Supplier thereof within one
         (1) business day thereof. Thereafter, all payment terms for [***]
         Disposable Set Components will be "Cash on Delivery."

(c)      Neither party in exercising its rights to terminate this Agreement in
         accordance with the terms and conditions hereof shall incur any
         liability whatsoever for any damage, loss or expense of any kind
         suffered or incurred by the other (or for any compensation to the
         other) arising from or incident to any such termination (except if such
         termination is for a material breach of this Agreement), expiration or
         non-renewal, whether or not the terminating party is aware of any such
         damage loss or expense. Any termination hereof shall not impair any
         rights nor discharge any obligations which have accrued to the parties
         as of the effective date of such termination.

16.      Indemnification; Insurance.

(a)      Supplier's Indemnification. Supplier shall indemnify, defend and hold
         Customer, its affiliates, and their respective officers, directors,
         employees and agents (each, a "Supplier Indemnified Party"), harmless
         from and against any and all claims, demands, losses, costs, expenses,
         obligations, liabilities, damages, recoveries and deficiencies,
         including interest, penalties, reasonable attorneys' fees, costs of
         investigation and any legal or other expenses or costs ("Losses")
         incurred or suffered by any Supplier Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any third party product liability claim relating to any
         [***] Disposable Set Components other than product liability claims
         arising from Customer's manufacture of [***] Disposable Sets, (ii) any
         violation or infringement by Supplier upon any common law or statutory
         intellectual property rights of any third party that arises from or
         relates to Supplier Intellectual Property and the [***] Disposable Set
         Components, or (iii) any inaccuracy or breach in any of Supplier's
         representations and warranties under this Agreement; provided, however,
         that Supplier shall have no obligation to indemnify Customer for any
         Losses to the extent such Losses are caused by any negligent or willful
         act or omission of Customer. With respect to Section 16(a)(ii) above,
         Supplier shall provide, at its own cost, non-infringing replacements
         for the infringing portions of the [***] Disposable Set Components of
         equivalent quality and effect, or obtain at its own cost the necessary
         licenses from third parties to allow Customer to continue to market,
         sell, distribute, and promote the [***] Disposable Set Components as
         contemplated by the parties under this Agreement. The rights of
         Customer and obligations of Supplier relating to any failure of any
         [***] Disposable Set Component to comply with the Product Warranties
         set forth in Section 7(g) above are described in the Maintenance and
         Service Agreement and in Section 7(i) above.
<PAGE>

(b)      Customer's Indemnification. Customer agrees to indemnify, defend and
         hold harmless Supplier, its affiliates, and their respective officers,
         directors, employees and agents (each, a "Customer Indemnified Party")
         from and against any and all Losses (as defined in Section 16(a) above)
         incurred or suffered by any Customer Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any third party product liability claim arising from
         Customer's manufacture of [***] Disposable Sets, (ii) any violation or
         infringement by Customer upon any common law or statutory intellectual
         property rights of any third party that arises from or relates to
         Customer Intellectual Property, or (iii) any inaccuracy or breach in
         any of Customer's representations and warranties under this Agreement;
         provided, however, that Customer shall have no obligation to indemnify
         Supplier for any Losses to the extent such Losses are caused by any
         negligent or willful act or omission of Supplier. Further, with respect
         to rights of Supplier under Section 16(b)(ii) above, Customer shall
         provide, at its own cost, non-infringing replacements for the
         infringing portions of Customer Intellectual Property of equivalent
         quality and effect, or obtain at its own cost the necessary licenses
         from third parties to allow Supplier to continue to manufacture and
         supply the [***] Disposable Set Components as contemplated by the
         parties under this Agreement.

(c)      Indemnification Procedure for Matters Involving Third Parties.

(i)      If any third party notifies any party hereto (the "Indemnified Party")
         with respect to any matter (a "Third Party Claim") which may give rise
         to a claim for indemnification against the other party hereto (the
         "Indemnifying Party") under Section 16(a) or 16(b) (as applicable),
         then the Indemnified Party shall promptly notify the Indemnifying Party
         thereof in writing; provided, however, that no delay on the part of the
         Indemnified Party in notifying any Indemnifying Party shall relieve the
         Indemnifying Party from any obligation hereunder unless (and then
         solely to the extent) that the Indemnifying Party is prejudiced
         thereby.

(ii)     Any Indemnifying Party will have the obligation to assume the defense
         of the Third Party Claim with counsel of its choice reasonably
         satisfactory to the Indemnified Party at any time within 15 days after
         the Indemnified Party has given notice of the Third Party Claim;
         provided, however, that the Indemnifying Party must conduct the defense
         of the Third Party Claim actively and diligently thereafter in order to
         preserve its rights in this regard; and provided further that the
         Indemnified Party may retain separate co-counsel at its sole cost and
         expense and participate in the defense of the Third Party Claim.
<PAGE>

(iii)    So long as the  Indemnifying  Party has assumed and is conducting  the
         defense of the Third Party Claim in accordance with Section  16(c)(ii)
         above, (A) the Indemnifying  Party will not consent to the entry of any
         judgment or enter into any  settlement  with  respect to the Third
         Party Claim  without the prior  written consent of the  Indemnified
         Party  (which  shall not be  unreasonably  withheld)  unless the
         judgment or proposed  settlement  involves  only the  payment  of
         money  damages  by one or more of the  Indemnifying Parties and does
         not impose an injunction or other  equitable  relief upon the
         Indemnified  Party and (B) the  Indemnified  Party will not consent to
         the entry of any  judgment or enter into any  settlement  with respect
         to the Third Party Claim  without  the prior  written  consent of the
         Indemnifying  Party  (which shall not be unreasonably withheld).

(iv)     If the Indemnifying Party does not assume and conduct the defense of
         the Third Party Claim in accordance with Section 16(c)(ii) above,
         however, (A) the Indemnified Party may defend against, and consent to
         the entry of any judgment or enter into any settlement with respect to,
         the Third Party Claim in any manner it reasonably may deem appropriate
         (and the Indemnified Party need not consult with, or obtain any consent
         from, any Indemnifying Party in connection therewith) and (B) the
         Indemnifying Party will remain responsible to indemnify the Indemnified
         Party under Section 16(a) or 16(b) (as applicable).

(d)      Indemnification Procedure for Matters not Involving Third Parties. A
         claim for indemnification for any matter not involving a third-party
         claim may be asserted by notice to the party from whom indemnification
         is sought.

(e)      Insurance.

(i)      Supplier  shall  maintain  in full force and effect  throughout  the
         Term,  at its sole cost and  expense, insurance with  financially
         sound and established  reputable  insurers of the type and quantity
         (and with such risk  retention)  generally  maintained by the companies
         of established  repute in Supplier's line of business,  such  insurance
         to include,  without  limitation,  products  liability  insurance  and
         general liability  insurance each, in an amount no less than ten
         million U.S.  dollars (U.S.  $10,000,000.00)  per occurrence.  Supplier
         shall upon request  provide  Customer with a copy of any  documentation
         relating to any such  insurances.  Supplier  shall have Customer  named
         as an  additional  insured  beneficiary,  with Customer able to claim
         thereunder as primary  beneficiary and without offset or deduction
         whatsoever as a result  of any  insurance  obtained  by  Customer,  and
         shall  contain  a waiver  of  subrogation  by the respective  insurance
         carrier against Customer's and its affiliates'  insurance  carrier,
         with respect to Supplier's obligations under this Agreement.

(ii)     Customer  shall  maintain  in full force and effect  throughout  the
         Term,  at its sole cost and  expense, insurance with  financially
         sound and established  reputable  insurers of the type and quantity
         (and with such risk  retention)  generally  maintained by the companies
         of established  repute in Customer's line of business,  such  insurance
         to include,  without  limitation,  products  liability  insurance  and
         general liability  insurance each, in an amount no less than ten
         million U.S.  dollars (U.S.  $10,000,000.00)  per occurrence.  Customer
         shall upon request  provide  Supplier with a copy of any  documentation
         relating to any such  insurances.  Customer  shall have Supplier  named
         as an  additional  insured  beneficiary,  with Supplier able to claim
         thereunder as primary  beneficiary and without offset or deduction
         whatsoever as a result  of any  insurance  obtained  by  Supplier,  and
         shall  contain  a waiver  of  subrogation  by the respective  insurance
         carrier against Supplier's and its affiliates'  insurance  carrier,
         with respect to Customer's obligations under this Agreement.
<PAGE>

(f)      Limitations on Supplier's Liability. SUPPLIER'S MAXIMUM LIABILITY TO
         CUSTOMER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY CUSTOMER
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT SUPPLIER'S MAXIMUM LIABILITY TO
         CUSTOMER FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY CUSTOMER
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. SUPPLIER'S MAXIMUM
         LIABILITY TO CUSTOMER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY CUSTOMER FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO SUPPLIER WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.

(g)      Limitations on Customer's Liability. CUSTOMER'S MAXIMUM LIABILITY TO
         SUPPLIER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY SUPPLIER
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT CUSTOMER'S MAXIMUM LIABILITY TO
         SUPPLIER FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY SUPPLIER
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. CUSTOMER'S MAXIMUM
         LIABILITY TO SUPPLIER, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY SUPPLIER FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO CUSTOMER WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.

(h)      No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF
         THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
         IN ADVANCE. The parties intend this limitation in this Section 16(h) to
         apply to the following events, among other events: (i) any claim for
         consequential damages suffered by the non-breaching party (as opposed
         to any third party) arising out of any claim by a third party for
         either product liability or infringement of intellectual property, (ii)
         any breach by either party of its representations under this agreement,
         (iii) any non-performance or mal-performance by either party under this
         Agreement, or (iv) the termination or expiration of this Agreement by
         either party. Such incidental or consequential damages shall include,
         but shall not be limited to, loss of goodwill, loss of prospective
         profits, loss of revenue, or damages on account of any investment,
         expenditure, or commitment that is made by either party in reliance
         upon this Agreement. This limitation in this Section 16(h) is not
         intended by the parties to prevent Customer, for example, from
         recovering from Supplier, in an indemnification claim made under
         Section 16(a)(i), the full amount that it has been required to pay to a
         third party in connection with a product liability claim brought by
         such third party against Customer, including such incidental or
         consequential damages as may be allowed by law under that claim by that
         third party. This limitation in this Section 16(h) is, nevertheless,
         intended to prevent the non-breaching party from receiving from the
         breaching party, in an indemnification claim under Section 16(a) or
         16(b), incidental or consequential losses or damages that have been
         incurred by the non-breaching party (as opposed to any third party),
         such as lost profits, that may arise from or relate to any event under
         this Agreement.
<PAGE>

17.      Failure to Fulfill Call-Offs.

                  (a) Failure to Fulfill a Call-Off. If, at any time after March
1, 2005, Supplier fails to fulfill call-offs of the [***] Disposable Set
Components to Customer in accordance with any call-off made under the terms and
conditions of this Agreement (a "Call-Off Breach"), then (i) Supplier will have
a period of one (1) year within which to cure that Call-Off Breach in the manner
described in this Section 17, and (ii) Customer will have such additional rights
as provided in this Section 17. The date of the Call-Off Breach shall be the
last day on which Supplier could have fulfilled the call-off on a timely basis
under the other terms and conditions of this Agreement other than those in this
Section 17.

                  (b) Determination of Customer Demand Requirements. On or
before the thirtieth (30th) day following a Call-Off Breach, Customer shall (i)
have made a reasonable, good faith determination of Customer's anticipated
demand from its customers for the [***] Disposable Set Components (the "Customer
Demand"), and (ii) have notified Supplier in writing of Customer's determination
of the Customer Demand. Such determination shall be based on Customer's existing
back orders for [***] Disposable Set Components calling for delivery within
eighty-one (81) days after the Call-Off Breach. Upon the request of Supplier,
Customer will provide Supplier with reasonable evidence of such back orders.

                           (i) If Customer reasonably determines in good faith
         that Customer could meet its Customer Demand for [***] Disposable Set
         Components either (A) out of its own inventory of such product, and/or
         (B) by receiving from Supplier some lesser number of such product than
         was called for by the relevant call-off, then Customer will waive in
         writing that portion of the quantity of the relevant call-off that
         exceeds the Customer Demand.

                           (ii) If Customer reasonably determines in good faith
         that Customer cannot meet its Customer Demand for [***] Disposable Set
         Components either (A) out of its own inventory of such product, and/or
         (B) by receiving from Supplier some lesser number of such product than
         was called for by the relevant call-off, then no portion of the
         quantity order under the relevant call-off will be waived.
<PAGE>

                  (c) Effect of Continuing Call-Off Breach on Manufacture and
Supply of [***] Disposable Set Components. Subject to Supplier's right to cure
any Call-Off Breach as provided in this Section 17, Customer shall have the
following rights:

                           (i) If, as of the end of the sixtieth (60th) day
         after a Call-Off Breach, Supplier has been unable to cure the Call-Off
         Breach by supplying the quantities of products necessary to fulfill the
         relevant call-off (as modified by any waiver of any portion of that
         call-off pursuant to Section 17(b) above), then, during the ensuing
         fifteen (15) days, Customer may choose to invoke either or both of the
         "Manufacturing Remedy" (defined below) or of the "Non-Exclusivity
         Remedy" (defined below) by providing written notice to Supplier of its
         election to invoke such remedy(ies). Such initial election of
         remedy(ies) or later change in election shall become effective
         immediately upon such notice. If, as of the end of one (1) year after
         the Call-Off Breach, Supplier has been unable to cure the Call-Off
         Breach, as provided in Section 17(d)(iii) below, Customer may choose to
         invoke the "Termination Remedy" (defined below) by providing written
         notice to Supplier.

                           (ii) Under the "Manufacturing Remedy," if invoked
         pursuant to subsection 17(c)(i) above, the terms of this Agreement
         appointing Supplier as the exclusive manufacturer of the [***]
         Disposable Set Components will be suspended. Upon such suspension,
         Customer will be entitled to manufacture the [***] Disposable Set
         Components under the terms of the separate [***] Disposable Set
         Components License Agreement between the parties of even date herewith.
         This suspension shall last only until (i) this Agreement terminates
         under any of the provisions of Section 15(a) above or Section 17(c)(iv)
         below (as applicable) or (ii) Supplier cures the Call-Off Breach as
         permitted under Section 17(d). Upon a termination of this Manufacturing
         Remedy pursuant to subsection 17(d)(ii) below, Customer may continue to
         manufacture or have manufactured the [***] Disposable Set Components
         for a reasonable time thereafter, which period shall not exceed sixty
         (60) days from the date the Manufacturing Remedy is so terminated.
         Thereafter, Supplier will once again be the exclusive manufacturer of
         the [***] Disposable Set Components under this Agreement.

                           (iii) Under the "Termination Remedy," if Supplier
         fails to cure a Call-Off Breach within one (1) year from the date of
         such breach (as provided in this Section 17), then, notwithstanding any
         prior election of remedy by Customer as permitted above, Customer may,
         upon written notice to Supplier, terminate this Agreement immediately
         upon lapse of such one-year period. Such termination shall have no
         effect on the separate [***] Disposable Set Components License
         Agreement, and Customer shall have the right to exercise all of its
         rights thereunder.

                   (d) Means of Curing a Call-Off Breach. Supplier may cure any
Call-Off Breach under any of the following alternative means of cure, in which
event the Call-Off Breach shall be deemed cured for all purposes, and,
Supplier's right to the Manufacturing Remedy or the Termination Remedy, as
applicable, shall terminate:

                           (i) Supplier may cure a Call-Off Breach if, at any
         time on or before the end of the sixtieth (60th) day following the
         Call-Off Breach, Supplier delivers to Customer that number of [***]
         Disposable Set Components identified by Customer in its determination
         of Customer Demand.
<PAGE>

                           (ii) Supplier may cure a Call-Off Breach if, any time
         after the sixtieth (60th) day following the Call-Off Breach, but on or
         before the end of the one-hundred and twentieth (120th) day following
         the Call-Off Breach, Supplier provides reasonable evidence and
         certifies in writing to Customer that Supplier has made a good-faith,
         reasonable determination that Supplier is again capable of producing
         the [***] Disposable Set Components at the forecasted levels that were
         in effect as of the date of the applicable Call-Off Breach.

                           (iii) Supplier may cure a Call-Off Breach if, at any
         time after the one-hundred and twentieth (120th) day following the
         Call-Off Breach, but on or before the end of the date one (1) year
         following the Call-Off Breach, Supplier (A) provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the [***] Disposable Set Components at the forecasted levels
         that were in effect as of the date of the applicable Call-Off Breach,
         and (B) obtains a release of Customer from all future liabilities and
         obligations of any kind or nature arising under Replacement Contracts
         (defined below) from the date that Supplier proposes to cure the
         Call-Off Breach. "Replacement Contracts" means such contract(s) as
         Customer reasonably enters into with one or more third parties in order
         to obtain the products necessary to replace the [***] Disposable Set
         Components not provided by Supplier (A) that may always be terminated
         by Customer without penalty upon no more than one (1) year's notice,
         and (B) that require Customer to purchase quantities of the [***]
         Disposable Set Components that do not exceed Customer's reasonable
         forecasts for such products during the period of the contract. Customer
         agrees to cooperate with Supplier in Supplier's efforts to obtain such
         releases.

                  (e) Failure to Fulfill Call-Off due to Supply Chain Failure.
Notwithstanding the foregoing, no Call-Off Breach shall be deemed to have
occurred if Supplier's inability to timely fulfill a call-off is due to the
inability of Supplier's subcontractors to obtain a sufficient supply of
materials for the applicable [***] Disposable Set Component(s) (such failure, a
"Supply Chain Failure"). In such instance, the terms of this Agreement
appointing Supplier as the exclusive manufacturer of the [***] Disposable Set
Component(s) for which a Supply Chain Failure has occurred will be suspended.
Upon such suspension, Customer will be entitled to manufacture and sell in the
Territory for use with Flocare [***] Pumps that it has sold or placed in the
Territory the applicable [***] Disposable Set Components under the terms of the
separate [***] Disposable Set Components License Agreement between the parties
of even date herewith. This suspension shall last only until (i) this Agreement
terminates under any of the provisions of Section 15(a) above or (ii) the
Supplier cures the applicable Supply Chain Failure as permitted under Section
17(f). Upon a cure of such Supply Chain Failure under subsection 17(f)(ii)
below, Customer may continue to manufacture or have manufactured the [***]
Disposable Set Components for a reasonable time thereafter, which period shall
not exceed sixty (60) days from the date of such cure. Thereafter, Supplier will
once again be the exclusive manufacturer of the [***] Disposable Set Components
under this Agreement.
<PAGE>

                  (f) Means of Curing a Supply Chain Failure. Supplier may cure
a Supply Chain Failure under any of the following alternative means of cure, in
which event, the Supply Chain Failure shall be deemed cured for all purposes and
Supplier's right to the remedy set forth in Section 17(e) for a Supply Chain
Failure shall terminate:

                           (i) Supplier may cure a Supply Chain Failure if, at
         any time on or before the end of the sixtieth (60th) day following the
         Supplier Chain Failure, Supplier delivers to Customer that number of
         [***] Disposable Set Components identified by Customer in its
         determination of Customer Demand.

                           (ii) Supplier may cure a Supply Chain Failure if, any
         time after the sixtieth (60th) day following the Supply Chain Failure,
         but on or before the end of the one-hundred and twentieth (120th) day
         following the Supply Chain Failure, Supplier provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the [***] Disposable Set Components at the forecasted levels
         that were in effect as of the date of the applicable Supply Chain
         Failure.

                           (iii) Supplier may cure a Supply Chain Failure if, at
         any time after the one-hundred and twentieth (120th) day following the
         Supply Chain Failure, but on or before the end of the date one (1) year
         following the Supply Chain Failure, Supplier (A) provides reasonable
         evidence and certifies in writing to Customer that Supplier has made a
         good-faith, reasonable determination that Supplier is again capable of
         producing the [***] Disposable Set Components at the forecasted levels
         that were in effect as of the date of the applicable Supply Chain
         Failure, and (B) obtains a release of Customer from all future
         liabilities and obligations of any kind or nature arising under
         Replacement Contracts (as defined in Section 17(d)(iii) above) from the
         date that Supplier proposes to cure the Supply Chain Failure.

18. Recall and Regulatory Obligations.

(a) Product Recalls. Supplier will conduct (with the reasonable cooperation of
Customer) and pay the costs and expenses associated with any mandatory recall of
any [***] Disposable Set Components required by any governmental agency (other
than recalls relating to product labeling). In addition, Supplier will conduct
(with the reasonable cooperation of Customer) and pay the costs and expenses
associated with any voluntary recall of [***] Disposable Set Components that
Supplier reasonably approves based on (i) safety risks to users of the [***]
Disposable Set Components, or (ii) failure of [***] Disposable Set Components to
meet the Product Specifications, or (iii) failure to conform to any of the
standards and specifications set forth in Section 6(a)(i). Customer has the sole
authority to unilaterally recall any [***] Disposable Set Components due to
other reasons, but in such event will both conduct the recall (with the
reasonable cooperation of Supplier) and pay all costs and expenses associated
with such recall.

(b) Notice of Other Recalls. Supplier will promptly notify Customer of any
recall of any clinical nutrition delivery product manufactured by Supplier other
than the [***] Disposable Set Components. Customer will promptly notify Supplier
of any recall of any clinical nutrition pump or disposable set manufactured,
sold, or placed by Customer other than the [***] Disposable Set Components.
<PAGE>

(c) Regulatory Compliance. Customer shall be responsible, at its own expense for
complying with all applicable national, state, regional and local laws and
regulations in performing its duties hereunder and in any of its dealings with
respect to the [***] Disposable Set Components, including all regulatory
activities necessary to maintain the [***] Disposable Sets' CE Mark and other
regulatory approvals within the Territory.

19. Survival. Any provision of this Agreement which contemplates performance or
the existence of rights or obligations after the expiration, non-renewal, or
termination of this Agreement shall expressly survive such expiration,
non-renewal, or termination of this Agreement and shall be binding upon the
party or parties obligated thereby in accordance with the terms of this
Agreement, subject to any limitations expressly set forth in this Agreement.

20. Amendment or Waiver. This Agreement cannot be changed orally, and no
modification of this Agreement shall be recognized nor have any effect, unless
the writing in which it is set forth is signed by Customer and Supplier, nor
shall any waiver of any of the provisions of this Agreement be effective unless
in writing and signed by the party to be charged therewith. The failure of
either party to enforce, at any time or for any period of time, the provisions
hereof, or the failure of either party to exercise any option herein shall not
be construed as a waiver of such provision or option and shall in no way affect
that party's right to enforce such provisions or exercise such option. No waiver
of any provision hereof shall be deemed a waiver of any succeeding breach of the
same or any other provisions of this Agreement.

21. Dispute Resolution; Governing Law; Injunctive Relief.

(a) Negotiations. The parties agree that they will attempt in good faith to
resolve any controversy, claim, dispute or question between them arising out of
or relating to this Agreement, including the construction or application of this
Agreement, promptly by negotiations between the parties, beginning with
discussions between the Designated Representatives. If a controversy or claim
should arise, the Designated Representatives of the parties, as well as other
appropriate representatives, will meet at least once and will attempt to resolve
the matter. Either of the Designated Representatives may request the other to
meet within fourteen (14) days, at a mutually agreed time and place.

(b) Mediation. If the matter has not been resolved within thirty (30) days of
this meeting, the controversy or claim shall be submitted to non-binding
mediation by a mediator chosen from names of mediators furnished by JAMS or
American Arbitration Association. The mediation shall occur in New York City,
New York, U.S.A.

(c) Litigation. In the event that differences concerning matters covered by this
Agreement arise that are not resolved by mutual agreement via negotiations or
mediation as described above, the parties agree that any action or proceeding
arising out of or relating to this Agreement shall be heard and decided by a
non-jury bench trial in New York City, New York, U.S.A. Each party hereto
irrevocably submits to the jurisdiction of the appropriate state court covering
New York City, New York, U.S.A., and each party hereby irrevocably agrees that
all claims in respect of any such action or proceeding must be brought and/or
defended in such court; provided, however, that matters which are under the
exclusive jurisdiction of the Federal courts shall be brought in the Federal
District Court covering New York City, New York, U.S.A.
<PAGE>

(d) Governing Law. The provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, U.S.A.
(excluding any conflict of law rule or principle that would refer to the laws of
another jurisdiction and the U.N. Convention on Contracts for the International
Sales of Goods). EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY
JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

(e) Injunctive Relief. Each of the parties acknowledge and agree that the other
parties will be damaged irreparably if certain provisions of this Agreement
(specifically including the obligations of confidentiality set forth in Section
15 herein) are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, notwithstanding any other provision in this
Agreement the damaged party shall have the right to pursue a claim for
injunctive relief, damages and attorneys' fees in any court of competent
jurisdiction for the other party's breach of any covenant, agreement or
obligation, in addition to any other relief available to them under this
Agreement or under applicable law.
(f) Fees. The parties shall equally split the fees of any mediation, but in any
arbitration or permissible legal proceedings, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and other disbursements in
addition to any other relief to which such party may be entitled.

22. Counterparts. This Agreement may be executed in multiple counterparts, which
taken together shall constitute one instrument and each of which shall be
considered an original for all purposes.

23. Notices. Any and all notices permitted or required to be given hereunder
shall be deemed duly given: (i) upon actual delivery, if delivery is by hand;
(ii) upon delivery by overnight express courier (i.e., DHL or FedEx); or (iii)
upon facsimile transmission, so long as the original is then sent by overnight
express courier. Each such notice shall be sent to the respective party at the
address indicated below:


         If to ZEVEX:                       ZEVEX International Inc.
                                            4314 ZEVEX Park Lane
                                            Salt Lake City, Utah, USA 84123
                                            Attn: President and CEO
                                            Fax: (801) 264-1051
                                            with a copy to the CFO
                                            at the same address.
<PAGE>

         If to Numico:                      Numico Trading B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn:  Luc Volatier, V.P. of
                                            Purchasing Worldwide
                                            Fax: 31206586159

         If to Nutricia:                    c/o Nutricia International B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn: Henk Afman, VP of
                                            Manufacturing Clinical
                                            Fax: 31206586884

or such other address or facsimile number as any of the persons designated above
may have specified in a notice or communication duly given to the other
designated person as provided herein.

24. Binding Effect; Non-Assignability. This Agreement shall be binding upon and
enforceable against the parties hereto and their respective successors and
permitted assigns. Neither party shall assign or subcontract (except as
expressly allowed hereunder) its rights and obligations under this Agreement
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that either party may assign this
Agreement to an affiliate of such party.

25. Relationship of the Parties. The parties are and at all times shall be
deemed to be independent contractors and shall be wholly responsible for the
goods supplied and services performed under this Agreement. Nothing contained
herein shall be construed as creating the relationship of employer/employee or
principal/agent. Each party shall assume full responsibility for the actions of
its employees as related to the party's obligations under this Agreement.
Neither party to this agreement is hereby constituted an agent of the other for
any purpose and neither party has the authority to assume or create any
obligation, or to make any representation, warranty or guarantee for the other,
except as expressly granted or made in this agreement.

26. Force Majeure. Neither party shall be responsible or liable for any default
in performance of this Agreement arising directly or indirectly from any cause
beyond such party's control, including fire, flood, earthquake, acts of God, war
(declared or undeclared), enemy action, embargo, strike, governmental order,
proclamation or regulation, accident, explosion, riot, insurrection, or
expropriation of the property by government authority (each such event a "Force
Majeure Event"). If a Force Majeure Event occurs, the parties will exert
reasonable efforts (including, without limitation, utilizing, as and where
appropriate, the Contingency Plan developed by the parties pursuant to Section
4(b) above) to mitigate the impact of such Force Majeure Event on the business
arrangements of the parties set forth in this Agreement and to otherwise carry
out the intent and accomplish the objectives of this Agreement.
<PAGE>

27. Exhibits and Schedules. Any exhibit or schedule attached hereto is made a
part hereof and is fully incorporated herein by reference.

28. Entire Agreement. This Agreement contains the sole and complete
understanding of the parties related to its subject matter, and supersedes all
oral or written agreements concerning this subject matter made prior to the date
of this Agreement. This amendment hereby supercedes and replaces in its entirety
the [***] Disposable Set Components Supply Agreement by and between the parties,
executed on July 20, 2004.

29. Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy will be cumulative and will be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies will not
constitute a waiver of the right to pursue other available remedies.

30. Partial Invalidity. If any provision of this Agreement is adjudged to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired, and
the parties shall use their best efforts to substitute a valid, legal, and
enforceable provision which, insofar as practical, implements the purposes of
this Agreement.

31. Language; Interpretation. The language controlling the construction and
interpretation of this Agreement shall be English. Section headings are included
solely for convenience and shall not constitute a part hereof. Unless the
context otherwise requires, words importing the singular shall be deemed to
import the plural and vice versa.

32. Third Party Beneficiaries. No person or entity shall be a third-party
beneficiary of this Agreement, except that Supplier acknowledges and agrees that
its obligations under the product warranties set forth in Section 7(g) above
shall be deemed as commitments to all affiliates of Customer as third-party
beneficiaries.

33. Media Relations. Each of Customer and Supplier agree that during the Term
each will not, and will cause its affiliates not to, disparage each other or
release commercially sensitive information about each other in any oral,
written, or electronic public statements (including without limitation in any
securities filing with the U.S. Securities and Exchange Commission) concerning
any matters relating to or arising from this Agreement.



                            {Signature Page Follows}





<PAGE>




         IN WITNESS WHEREOF, the parties enter into this Agreement effective as
of the Amendment Effective Date.



         ZEVEX INTERNATIONAL, INC.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



         NUTRICIA INTERNATIONAL, B.V.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------



         NUMICO TRADING B.V.



         By:
            --------------------------------------------------

         Name:
              ------------------------------------------------

         Title:
               -----------------------------------------------






<PAGE>


                                    EXHIBIT A

                             INITIAL PRODUCT PRICES


Product Pricing for [***] Disposable Set Components:

         The Initial Product Price for each [***] Disposable Set Component will
         be calculated using the following formula:

         [***]
<TABLE>
<CAPTION>
<S>               <C>                                         <C>                  <C>             <C>


ZEVEX                                                         Annual                Initial
Part Number       Description                                 Purchase Quantity   Manufacturing Cost
-----------       -----------                                 -----------------   ------------------
[***]             [***]                                                [***]                     [***]
                                                                       [***]                     [***]

[***]             [***]                                                [***]                     [***]
                                                                       [***]                     [***]
                                                                       [***]                     [***]
</TABLE>


For purposes of this Agreement, "Manufacturing Cost" will be the price paid by
Supplier to its supplier for such [***] Disposable Set Component when no
assembly is required by Supplier.


<PAGE>


                                    EXHIBIT B

                        CRITICAL COMPONENTS AND SUPPLIERS


ZEVEX
Part Number                Description                                 Supplier
-----------                -----------                                 --------
[***]                      [***]                                         [***]
[***]                      [***]                                         [***]


<PAGE>


                                    Exhibit C

                                  STARTUP PLAN
<TABLE>
<CAPTION>
<S>                <C>                                                      <C>                                    <C>

------------------ ------------------------------------------------------------ --------------------------------------

      Phase                                Milestones                                         Deadline
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------
                   o        The [***] Products and their designs, have been
Phase 1                 independently validated and audited by KEMA (under      December 1, 2004
                        the supervision of Customer) with results
                        satisfactory to KEMA, and are Fit, Safe and
                        Convenient for Human Use, as determined by Customer
                        to its reasonable satisfaction.

                   o    Satisfactory process audit result by KEMA resulting in
                        CE mark.


                   * Both parties acknowledge that this milestone has been
                   achieved as of the Amendment Effective Date (including
                   reimbursement of Customer's costs incurred in such audits).
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------
                   o        Supplier has produced and shipped to Customer
Phase 2                 [***] Flocare [***] Pumps and [***] [***] Disposable    December 22, 2004
                        Sets (the "Controlled Release").  [***] Products in
                        the Controlled Release are Fit, Safe and Convenient
                        for Human Use, as determined by Customer to its
                        reasonable satisfaction

                   o    Flocare [***] Pump production capacity has reached a
                        capacity of [***] Flocare [***] Pumps per day in
                        accordance with a Customer-provided assembly schedule,
                        such production capacity is capable of being increased
                        in a controlled manner, and such capacity meets
                        Customer's reasonable satisfaction as to quality and
                        quantity capabilities


                   * Both parties  acknowledge  that this  milestone  has been
                   achieved as of the Amendment Effective Date.
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------
                   o        Flocare [***] Pumps and [***] Disposable Sets
Phase 3                 produced pursuant to the Controlled Release meet all    January 14, 2005
                        applicable Product Specifications and are Fit, Safe
                        and Convenient for Human Use, as determined by
                        Customer to its reasonable satisfaction through its
                        own internal testing protocols.

                   o    Customer has received all test results under Supplier's
                        control relating to [***] Pumps produced by Supplier
                        that have been released in the United States, which test
                        results shall demonstrate that the [***] Pumps meet all
                        applicable Product Specifications and are Fit, Safe and
                        Convenient for Human Use.


                   * Both parties  acknowledge  that this  milestone  has been
                   achieved as of the Amendment Effective Date.
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------

Phase 4            Indications from pre-market tests of actual customer use     March 31, 2005
                   of Flocare [***] Pumps and [***] Disposable Sets produced
                   by Supplier under the Controlled Release demonstrate that
                   the Flocare [***] Pumps and [***] Disposable Sets produced
                   by Supplier under the Controlled Release meet all
                   applicable Product Specifications and are Fit, Safe and
                   Convenient for Human Use.


                   * Both parties  acknowledge  that this  milestone  has been
                   achieved as of the Amendment  Effective  Date and that, for
                   purposes  of Section  4(a) of the  Agreement,  no defect in
                   the [***] Products was discovered during Pre-Market Tests.
------------------ ------------------------------------------------------------ --------------------------------------
------------------ ------------------------------------------------------------ --------------------------------------

Phase 5            From March 1, 2005 through December 31, 2005, Supplier has   December 31, 2005
                   produced and shipped [***] Products that meet Customer's
                   call-off requirements for market launch in a specific set
                   of countries within the Territory selected at Customer's
                   discretion (as such call-offs are made in accordance with
                   the applicable supply agreement and the forecasts provided
                   under such agreements).  All [***] Products shipped are
                   Fit, Safe and Convenient for Human Use.
------------------ ------------------------------------------------------------ --------------------------------------
</TABLE>



<PAGE>


                                    Exhibit D

                          Initial Non-Binding Estimate



[***]

<PAGE>
                                                                Exhibit 10.34


              CONFIDENTIAL INFORMATION OF ZEVEX International, Inc.

[Confidential treatment has been requested as to certain portions of this
document. Each such portion, which has been omitted herein and replaced with an
asterisk [***], has been filed separately with the Securities and Exchange
Commission.]


                 AMENDED AND RESTATED LICENSE AGREEMENT FOR THE
                         [***] DISPOSABLE SET COMPONENTS


         THIS AMENDED AND RESTATED LICENSE AGREEMENT FOR THE [***] DISPOSABLE
SET COMPONENTS (this "Agreement") is entered into as of May 31, 2005 (the
"Amendment Effective Date"), by and between NUMICO TRADING B.V., a Netherlands
corporation with its principal offices at WTC Schiphol Airport, Tower E,
Schiphol Boulevard 105, 1118 ZN Schiphol Airport, The Netherlands ("Numico"),
NUTRICIA INTERNATIONAL B.V., a Netherlands corporation with its principal
offices at WTC Schiphol Airport, Tower E, Schiphol Boulevard 105, 1118 ZN
Schiphol Airport, The Netherlands ("Nutricia", and, together with Numico,
"Licensee"), and ZEVEX INTERNATIONAL, INC., a Delaware corporation, with its
principal offices at 4314 ZEVEX Park Lane, Salt Lake City, Utah ("Licensor").

                                    RECITALS

A. Numico, Nutricia and Licensor entered into a License Agreement for the
Infinity Disposable Set Components dated as of July 20, 2004.

B. Numico and Nutricia are subsidiaries of Royal Numico, N.V., a Netherlands
corporation ("Royal Numico"), which is a world leader in the manufacturing and
marketing of clinical nutrition products and related equipment and accessories.

C. Nutricia is a world leader in the manufacture and marketing of clinical
nutrition products.

D. Numico specializes in the procurement of raw materials, packaging materials
and fully-finished products for use in the Nutricia clinical nutrition business.

E. Licensor is engaged in the business of developing, manufacturing and
marketing clinical nutrition delivery devices and accessories, including the
Infinity Disposable Set Components (as defined below), which are the subject of
this Agreement.

F. The parties desire that Licensor license the manufacturing rights to the
Infinity Disposable Set Components to Licensee in accordance with the terms and
conditions of this Agreement.

G. Of even date with this Agreement, the parties have entered into that certain
Infinity Pump Supply Agreement (as defined below), whereby Licensee has
appointed Licensor as the exclusive manufacturer of the Infinity Disposable Set
Components and certain other Licensor products.

H. Of even date with this Agreement, the parties have entered into that certain
Flocare 800 Pump Agreement (as defined below), whereby Licensee has appointed
Licensor as the exclusive manufacturer of Licensee's Flocare 800 pump.

I. The parties wish to amend and restate the License Agreement for the Infinity
Disposable Set Components in its entirety.
<PAGE>

AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained in this Agreement, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Definitions. Capitalized terms not otherwise defined herein shall bear the
respective meanings given to them below:

                  "Affiliate" of a party shall mean any corporation or other
         business entity controlling, controlled by, or under common control
         with such party.

                   "Bankruptcy Event" means that, with respect to an entity,
         such entity shall (a) make a general assignment for the benefit of
         creditors or an agent authorized to liquidate its assets, (b) become
         the subject of bankruptcy or insolvency proceedings or other
         proceedings for relief under any bankruptcy or other law for the relief
         of debtors, where, with respect to an involuntary petition in
         bankruptcy, the petition shall not have been stayed within thirty (30)
         days, (c) apply to a court for the appointment of a receiver or
         custodian for substantially all of its assets or properties, with or
         without consent, and such receiver is not discharged within thirty (30)
         days after appointment, or (d) adopt a plan of complete liquidation of
         its assets.

                  "CE Mark" shall mean an indication that a product complies
         with the essential requirements of applicable European Union directives
         and that the product has been subject to conformity assessment
         procedures as provided in the directives.

                  "Change of Control of Licensee" means (i) any transaction as a
         result of which any person or entity becomes the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of any of Numico, or Nutricia,
         representing more than 50% of the total voting power of any of their
         then outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of the assets of any of Numico,
         or Nutricia; in either case where the new controlling party would
         materially benefit from a failure of Licensor's business; provided,
         however, that a transaction shall not constitute a Change of Control if
         its sole purpose is to change the state of incorporation of Numico, or
         Nutricia (as applicable) or to create a holding company that will be
         owned in substantially the same proportions by the persons who held the
         securities of Numico, or Nutricia (as applicable) immediately before
         such transaction.

                  "Change of Control of Licensor" means (i) any transaction as a
         result of which any person or entity is the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of the Licensor representing more
         than 50% of the total voting power represented by the Licensor's then
         outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of Licensor's assets; in either
         case where the new controlling party would materially benefit from
         Licensee's failure in the clinical nutrition market; provided, however,
         that a transaction shall not constitute a Change of Control if its sole
         purpose is to change the state of Licensor's incorporation or to create
         a holding company that will be owned in substantially the same
         proportions by the persons who held Licensor's securities immediately
         before such transaction, or (y) if a then current officer or director
         of ZEVEX is the new controlling party or is a member of the group or
         entity that is the new controlling party provided, however, that, the
         new controlling party would not materially benefit from Licensee's
         failure in the clinical nutrition market.
<PAGE>

                  "Commercially Reasonable Efforts" shall mean those efforts
         that a reasonably prudent business person would make under similar
         circumstances, including entering into contractual arrangements in
         appropriate circumstances.

                  "Confidentiality Breach by Licensee" means a material breach
         by Licensee of (i) Section 4 of this Agreement (ii) Section 15 of the
         [***] Pump Supply Agreement, (iii) Section 4 of the [***] Pump License
         Agreement, and/or (iv) Section 14 of the [***] Disposable Set
         Components Supply Agreement.

                  "[***] Disposable Set Components" means the [***] LIM Pump
         Segment and [***] Cassette components of the [***] Disposable Sets as
         defined more thoroughly in the [***] Pump Supply Agreement.

                  "[***] Disposable Set Components Supply Agreement" means that
         certain Amended and Restated [***] Disposable Set Proprietary
         Components Supply Agreement of even date herewith between the parities
         (or a subsequently amended version of such agreement, if any).

                  "Exclusivity Breach by Licensee" means a material breach by
         Licensee of (i) Section 2 of this Agreement (ii) Sections 5(a), 5(c)
         and/or 5(f) of the [***] Pump Supply Agreement, (iii) Section 2 of the
         [***] Pump License Agreement, (iv) Sections 5(a) and/or 5(c) of the
         [***] Disposable Set Components Supply Agreement, and/or (v) Section
         5(b) of the Flocare 800 Pump Agreement.

                  "Flocare 800 Pump Agreement" means that certain Amended and
         Restated Flocare 800 Pump Manufacturing Agreement of even date herewith
         between the parties (or a subsequently amended version of such
         agreement, if any).

                  "Flocare [***] Pump" means ZEVEX's [***] Pump as defined in
the [***] Pump Supply Agreement.

                  "[***] Intellectual Property" means the Know-How, and the
         Patents, as well as all (i) the [***] Trademarks, (ii) copyrights
         (registered and unregistered) and copyrightable works and registrations
         and applications for registration thereof, (ii) mask works and
         registrations and applications for registration thereof, (iii) computer
         software, data, data bases and documentation thereof, (iv) other
         intellectual property rights and (v) copies and tangible embodiments
         thereof (in whatever form or medium) which relate to the [***]
         Disposable Set Components.
<PAGE>

                  "[***] Pump License Agreement" means that certain Amended and
         Restated License Agreement for the Flocare [***] Pump of even date
         herewith between the parties (or a subsequently amended version of such
         agreement, if any).

                  "[***] Pump Supply Agreement" means that certain Amended and
         Restated [***] Pump Supply Agreement of even date herewith between the
         parties (or a subsequently amended version of such agreement, if any).

                  "[***] Trademarks" means all trademarks, service marks, trade
         dress, trade names, logos and corporate names and registrations and
         applications for registration thereof, together with all of the
         goodwill associated therewith, and all other devices used by Licensor
         to distinguish the [***] Disposable Set Components, including, but not
         limited to, the trademarks, service marks, trade names, and logos
         listed on Exhibit A hereto.

                  "Know-How" means all trade secrets and other confidential
         information, including, without limitation, ideas, formulas,
         compositions, inventions (whether patentable or unpatentable and
         whether or not reduced to practice), the Product Specifications,
         know-how, research and development information, drawings,
         specifications, designs, plans, proposals, technical data, supplier
         lists and information, design input information relating to tooling,
         molds, dies, and unpublished research and development information
         owned, controlled by, or in the possession of Licensor on the Effective
         Date of this Agreement or which later come into the possession of
         Licensor that are necessary or helpful in the production of the [***]
         Disposable Set Components and that Licensor has the right to provide to
         Licensee; provided, however, that Know-How shall not include either (i)
         manufacturing and production processes and techniques, and (ii)
         customer lists. A list of documents containing Know-How to be
         transferred to Licensee is attached hereto as Exhibit B.

                  "Maintenance and Service Agreement" means that certain
         Maintenance and Service Agreement between the parties (or a
         subsequently amended version of such agreement, if any).

                  "Patents" means (i) all patents, patent applications, patent
         disclosures and inventions, including those described in Exhibit C,
         which relate to the [***] Disposable Set Components; (ii) any
         continuations, continuations-in-part, divisions, reissues, substitutes,
         extensions of any of the foregoing; and/or (iii) new Licensor patent
         applications and resulting patents which relate to the [***] Disposable
         Set Components and/or the patents listed on Exhibit C hereto.

                  "Product Specifications" means the technical, manufacturing,
         and functional specifications for the [***] Disposable Set Components,
         as set forth on Exhibit D hereto.

                  "Related Agreements" means the [***] Pump Supply Agreement,
         the [***] Disposable Set Components Supply Agreement, the [***] Pump
         License Agreement, the Flocare 800 Pump Agreement, and the Maintenance
         and Service Agreement.
<PAGE>

                  Licensor Termination Period" means a thirty (30) day period
         that begins on the sixtieth (60th) day following notice by Licensor to
         Licensee of a Confidentiality Breach by Licensee, an Exclusivity Breach
         by Licensee, or any other material breach by Licensee, as applicable.

                  "Territory" means the countries designated in the following
chart:
<TABLE>
<CAPTION>
<S>                                                                         <C> <C>                                       <C>

  ----------------------------------------------------------------------------  ---------------------------------------------
   Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,   Bulgaria, Czech Republic, Hungary, Poland,
   Latvia, Luxembourg,The Netherlands, Norway, Portugal, Spain, Sweden,           Slovakia, Ukraine, United Arab Emirates,
   Switzerland, United Kingdom                                                    Russia, Turkey ,
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Australia, New Zealand                                                         China, Indonesia, Malaysia, Taiwan
   ------------------------------------------------------------------------     ---------------------------------------------
   ------------------------------------------------------------------------     ---------------------------------------------
   Argentina, Brazil                                                              South-Africa
   ------------------------------------------------------------------------     ---------------------------------------------
</TABLE>

2.       License

(a)      License Grant. Subject to all the other terms and condition in this
         Agreement, Licensor hereby grants Licensee and its Affiliates a
         perpetual, irrevocable license to fully exploit and exercise all of the
         rights in and to the [***] Intellectual Property for the manufacture of
         the [***] Disposable Set Components for placement, sale and/or use with
         the Flocare [***] Pump by the Licensee's customers in the Territory.
         This license includes, but is not limited to, the following rights:

(i)      The right to make, use, sell, license, distribute, offer for sale, and
         import the [***] Disposable Set Components in the Territory.

(ii)     The right to use the [***]  Trademarks  in the  Territory in
         conjunction  with the [***]  Disposable  Set Components,  including the
         right to use the [***]  Trademarks in connection with Licensee's own
         trademarks and in composite  trademarks  consisting  of elements of the
         [***]  Trademarks  combined  with elements of Licensee's  trademarks.
         The  license to use the [***]  Trademarks  hereunder  shall be
         considered  to be supplemental to Licensee's  license rights to the
         other [***]  Intellectual  Property under this Agreement within the
         meaning of Section  365(n)(4(B) of the United States  Bankruptcy Code.
         Licensee shall exercise this right consistent with Licensor's
         prevailing  trademark usage guidelines.  Licensee shall not use any
         other  names,  marks,  or logos,  in any  manner  that is  confusingly
         similar  to the [***]  Trademarks. Licensee  acknowledges  and agrees
         that the [***]  Trademarks  are owned  exclusively by Licensor and that
         Licensee has neither  acquired nor shall acquire any rights  therein.
         Licensee  shall not assert or claim any rights over the [***]
         Trademarks nor contest same or challenge the validity thereof.

(iii)    The right to sublicense to any other party any of the rights granted to
         Licensee hereunder, including the right to authorize other parties to
         make, use, sell, license, distribute, offer for sale, and import the
         [***] Disposable Set Components and use the [***] Trademarks in the
         Territory, including the right to use the [***] Trademarks in
         connection with Licensee's own trademarks and in composite trademarks
         consisting of elements of the [***] Trademarks combined with elements
         of Licensee's trademarks.
<PAGE>

(b)      Exclusivity. The foregoing rights shall be exclusive to Licensee within
         the Territory. Licensee has no rights to the [***] Intellectual
         Property for any purpose other than as expressly provided in this
         Agreement or for any purpose outside of the Territory. Further,
         Licensor shall retain all rights to use the [***] Intellectual Property
         within the Territory for products not involving enteral feeding pump
         disposable sets.

(c)      Know-How Transfer. Within fifteen (15) days after the Amendment
         Effective Date, Licensor shall disclose and transfer to the Escrow
         Agent (defined below) all of the Know-How and other [***] Intellectual
         Property by delivering to such Escrow Agent documents fully disclosing
         the Know-How and other [***] Intellectual Property that is necessary or
         helpful for Licensee to manufacture, support and service the [***]
         Disposable Set Components, including written instructions to Licensor's
         suppliers giving such suppliers permission to provide materials
         necessary for the manufacture, support and service of the [***]
         Disposable Set Components, notwithstanding any preexisting exclusivity
         arrangements such suppliers may have with Licensor (the "Escrow
         Materials"). In connection with the Agreement, the parties and DSI
         Technology Escrow Services, Inc. (the "Escrow Agent") have executed an
         Escrow Agreement, which, notwithstanding any other provisions of this
         Agreement, shall govern the parties' agreement with respect to the
         Escrow Material. In connection with the foregoing releases of the
         Escrow Materials, Licensor shall make reasonably available to Licensee
         the appropriate Licensor personnel to assist Licensee in implementing
         the Know-How and practicing the license granted hereunder. All transfer
         of Know-How will be in the form of written documentation or verbal
         communications from Licensor's staff to Licensee's staff. To the extent
         practicable, all written documentation shall be marked as "Confidential
         Trade Secrets of ZEVEX International." In the event the Escrow
         Materials are released in accordance with the Escrow Agreement in
         connection with the Customer's proper exercise of its Manufacturing
         Remedy following a Call-Off Breach (as such terms are defined in the
         [***] Pump Supply Agreement), which Call-Off Breach is subsequently
         properly cured by Supplier in accordance with the [***] Pump Supply
         Agreement, Customer shall promptly return or destroy all Escrow
         Materials under its and its affiliates and agents control (certifying
         to the same), and the parties shall promptly re-establish the escrow
         under the terms of the current Escrow Agreement.

(d)      Quality Assurance Standards. In order for Licensee to maintain its
         license hereunder, Licensee agrees that any [***] Disposable Set
         Components that are not manufactured by Licensor bearing the [***]
         Trademarks will meet the Quality Assurance Standards to be agreed upon
         by the parties and attached hereto as Exhibit E (the "Quality Assurance
         Standards"), so as to protect Licensor's goodwill pertaining to the
         [***] Trademarks. Should Licensor at any time reasonably determine that
         Licensee is not manufacturing [***] Disposable Set Components bearing
         the [***] Trademarks in accordance with the Quality Assurance
         Standards, Licensor may declare this Agreement in material breach under
         the termination provisions in Section 5 hereof.
<PAGE>

3.       License Royalty on [***] Disposable Set Components

(a)      Base Royalty. Licensee agrees to pay Licensor a royalty on each
         component comprising the [***] Disposable Set Components (specifically,
         either the LIM Pump Segment or the [***] Cassette) manufactured by
         Licensee, including those components manufactured by Licensor under the
         [***] Disposable Set Components Supply Agreement, or by a subcontract
         manufacturer, at the per unit royalty rate for each component indicated
         in the attached Exhibit F. A component shall be deemed completed when
         its is commercially usable, regardless of whether it has been packaged
         for commercial use or sale, and regardless of Licensee's intended use
         of such component. No royalty shall be due on any products that are
         discarded or scrapped during the manufacturing process.

(b)      Penalty Royalty. If the [***] Disposable Set Components Supply
         Agreement is terminated by Licensee for Licensor's failure to supply
         products under Section 17 of the [***] Disposable Set Components Supply
         Agreement, Licensee agrees to pay Licensor a royalty on each completed
         disposable set that includes one of each of the components comprising
         the [***] Disposable Set Components manufactured by Licensee, including
         those products manufactured by a subcontract manufacturer, at the per
         unit royalty rate indicated in the attached Exhibit G. A disposable set
         shall be deemed completed when its is commercially usable, regardless
         of whether it has been packaged for commercial use or sale, and
         regardless of Licensee's intended use of such disposable set. No
         royalty shall be due on any products that are discarded or scrapped
         during the manufacturing process.

(c)      Payment of Royalty. While the [***] Disposable Set Components Supply
         Agreement is in force and effect, the royalty payable hereunder shall
         be invoiced by Licensor and paid by Licensee in conjunction with
         Licensee's payment for the manufacture of the [***] Disposable Set
         Components in accordance with the payment terms of the [***] Disposable
         Set Components Supply Agreement. If the [***] Disposable Set Components
         Supply Agreement is no longer in force and effect, the royalty payable
         hereunder shall be paid within forty-five (45) days after the end of
         each calendar quarter, by wire transfer in United States currency.
         Notwithstanding any terms, to the contrary in this Agreement, in the
         event of a Bankruptcy Event of Licensee, Licensee shall notify Licensor
         thereof within one (1) business day thereof. Thereafter, all payments
         by Licensee for any [***] Disposable Set Components will be "Cash On
         Delivery". These quarterly royalty payments shall be subject to a 1.5%
         penalty per month if received beyond the due date.

(d)      Recordkeeping and Reports. Licensee shall keep full and accurate
         records and books of account of all particulars necessary for
         calculating the amounts of royalties due to Licensor hereunder. With
         each royalty payment, Licensee agrees to submit to Licensor a written
         report showing the number of [***] Disposable Set Components
         manufactured in the quarter and the calculation of the royalty paid.

(e)      Audit Right. Licensor shall have the right, as described in this
         Section 3(d) to audit the books and records of Licensee for the sole
         purpose of determining whether Licensee has paid to Licensor the full
         amount of the royalties that are due to Licensor hereunder. Licensor
         may conduct such audit either by its employees or by independent
         contractors, who shall maintain the confidentiality of the information
         that they may review in the course of the audit. Licensor may conduct
         such an audit at reasonable times no more than twice in any calendar
         year. Licensor may conduct such an audit both during the Term of this
         Agreement and for a period of two (2) years following the termination
         of this Agreement. Licensor shall give Licensee at least ten (10)
         business days' prior written notice of such audit. During such audit,
         Licensee shall open its books and records to Licensor that are related
         to the purpose of the audit. During such audit, Licensee shall also
         make available to Licensor the appropriate personnel of Licensee, who
         may be interviewed by Licensor in connection with the audit. Any
         adjustment in the amount due to Licensor on account of overpayment or
         underpayment of royalties shall be made at the next date when royalty
         payments are due under the Agreement. Licensor shall pay the expenses
         of the audit; provided, however, if there is an underpayment in the
         royalties, which exceeds two percent (2%) of the actual royalties paid
         Licensor during the period of time that is covered by the audit, then
         Licensee shall reimburse Licensor for all costs incurred by Licensor in
         conducting such audit.
<PAGE>

4.       Confidentiality

(a)      Confidential and Proprietary Information.

(i)      Licensor  Obligations  with  Respect to Licensee  Confidential
         Information.  Licensor  agrees to hold all confidential  information of
         Licensee and its affiliated  companies,  including  without limitation,
         any information  relating to Licensee's and its affiliates' business
         operations,  price lists,  manufacturing data, marketing information
         strategies,  customer or product lists, research and development
         information and all other  information  disclosed by Licensee or its
         affiliates to Licensor  ("Licensee  Confidential Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone  else nor for the  purpose of
         developing  or  improving  a product or method for anyone except
         Licensee.  Licensor  agrees  to  limit  dissemination  of  and  access
         to  Licensee  Confidential Information only to the persons within
         Licensor's  organization and Licensor's  affiliated  organizations
         and their respective third party  contractors,  subcontractors,
         manufacturers  and business  partners who have a need for access
         thereto,  and who have  entered  into a  restrictive  agreement
         prohibiting  such personnel  from doing  anything with respect to
         Licensee  Confidential  Information  that  Licensor  would itself be
         prohibited from doing under this  Agreement.  Notwithstanding  anything
         to the contrary  herein, Licensor  may make  such  disclosures  as
         necessary  in  connection  with the  preparation,  filing,  and
         dissemination of its filings with the U.S.  Securities and Exchange
         Commission (e.g.,  10-Ks,  10-Qs, and 8-Ks) and/or other  disclosures
         as required by applicable  law;  provided,  however,  that it shall
         first notify  Licensee  of any such  disclosure  in order that the
         parties  may seek  appropriate  confidential treatment for information
         they deem to be confidential.

(ii)     Licensee  Obligations  with  Respect to Licensor  Confidential
         Information.  Licensee  agrees to hold all confidential  information of
         Licensor and its affiliated  companies,  including  without limitation,
         any information  relating to Licensor's and its affiliates' business
         operations,  price lists,  manufacturing data, marketing information
         strategies,  customer or product lists, research and development
         information, and all other  information  disclosed by Licensor or its
         affiliates to Licensee  ("Licensor  Confidential Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone else.  Licensee  agrees to limit
         dissemination  of and access to Licensor  Confidential Information
         only to the persons  within  Numico,  Royal Numico and Nutricia,  and
         their  affiliates,  and their respective third party contractors,
         subcontractors,  manufacturers and business partners who have a
         need for access  thereto,  and who have entered into a restrictive
         agreement  prohibiting  such personnel from doing anything with respect
         to Licensor  Confidential  Information and such information that
         Licensee would  itself be  prohibited  from doing under this Agreement.
         Notwithstanding  anything to the contrary herein,  Licensee may make
         such disclosures as necessary in connection with the preparation,
         filing,  and dissemination  of  disclosures  as required by  applicable
         law;  provided,  however,  that it shall first notify  Licensor  of any
         such  disclosure  in order that the  parties  may seek  appropriate
         confidential treatment for information they deem to be confidential.
<PAGE>

(b)      Use of Confidential Information of Other Parties. Each party
         represents, warrants, and covenants that it will not use in the course
         of its performance under this Agreement, or disclose to the other
         parties hereto, any confidential or proprietary information of any
         third party (including competitors of the other parties) without the
         prior written consent of the party to whom such confidential or
         proprietary information belongs.

(c)      Disclosure Does Not Constitute a License. Neither the execution of this
         Agreement nor the disclosure of any confidential or proprietary
         information by one party to the other hereunder shall be construed as
         granting to the recipient of such information, by implication or
         otherwise, any right in, or license to, other than expressly contained
         herein, any present or future proprietary information, patent,
         trademark, copyright invention, now or hereinafter, owned or controlled
         by the disclosing party. Each party will be authorized to use the other
         party's confidential information that is disclosed hereunder only for
         such purposes as are expressly contemplated by this Agreement.

(d)      Notice of Unauthorized Disclosure. If either party becomes aware of any
         unauthorized disclosure of the other party's confidential information,
         it will immediately notify the other party of such unauthorized
         disclosure and will take all reasonable steps to mitigate the potential
         harm associated with such unauthorized disclosure.

(e)      Survival. The provisions regarding Confidential Information shall
         survive the termination or expiration of this Agreement.

5.       Term and Termination

(a)      Effective Date and Term. The term of this Agreement began on July 20,
         2004 (the "Effective Date"), and shall end on the earlier of (i) the
         tenth anniversary of the date upon which the [***] Disposable Set
         Components Supply Agreement is terminated, or (ii) the date that no
         Flocare [***] Pump placed or sold by Licensee is in service (the
         "Term"); provided that at any time on or after January 1, 2008,
         Licensee may give notice to Licensor of its intention for any reason to
         terminate this Agreement, and, if such notice is given, the term of
         this Agreement shall expire two years from the date of such notice,
         unless it is earlier terminated pursuant to Section 5 below.
<PAGE>

(b)      Termination by Licensor. This Agreement may be terminated by Licensor
         prior to the end of the Term as follows:

(i)      Upon the failure of Licensee to pay to Licensor monies due by Licensee
         to Licensor hereunder, and/or any of the Related Agreements, whether
         such failure occurs prior to or following the initiation of any United
         States or foreign country bankruptcy or insolvency proceeding, Licensor
         may give notice to Licensee of such non-payment. Thereafter, if
         Licensee fails to pay such monies to Licensor within five (5) business
         days of such notice, then Licensor may elect to terminate the Agreement
         on that 5th business day or on such later date so elected by Licensor.
         If Licensee pays the monies due to Licensor within those five (5)
         business days, then this Agreement shall not terminate.

(ii)     Upon  a  Confidentiality  Breach  by  Licensee,  then  Licensor  may
         give  notice  to  Licensee  of  such Confidentiality  Breach. If
         Licensee fails to cure such  Confidentiality  Breach within sixty (60)
         days of such  notice,  then this  Agreement  may be  terminated  by
         Licensor  at any time  during the  applicable Licensor  Termination
         Period.  Licensor's  failure  to  terminate  this  Agreement  during
         the  Licensor Termination  Period will  constitute a waiver of
         Licensor's  rights to terminate  this Agreement by reason of the
         applicable  Confidentiality  Breach,  but will not  constitute a
         waiver of Licensor's  other rights and remedies under this Agreement
         (or other applicable Related  Agreement,  if any), or a waiver of
         future similar breaches.

(iii)    Upon an Exclusivity Breach by Licensee, then Licensor may give notice
         to Licensee of such Exclusivity Breach. If Licensee fails to cure such
         Exclusivity Breach within sixty (60) days of such notice, then this
         Agreement may be terminated by Licensor at any time during the
         applicable Licensor Termination Period. Licensor's failure to terminate
         this Agreement during the Licensor Termination Period will constitute a
         waiver of Licensor's rights to terminate this Agreement by reason of
         the applicable Confidentiality Breach, but will not constitute a waiver
         of Licensor's other rights and remedies under this Agreement (or other
         applicable Related Agreement, if any), or a waiver of future similar
         breaches.

(iv)     Upon a material  breach of this Agreement  other than any of the
         material  breaches  described in Sections 5(b)(i)-(iii)  above that
         occurs after any termination of the [***] Pump Supply  Agreement,
         then Licensor may give notice to Licensee of such  material  breach.
         If  Licensee  fails to cure such  material  breach within sixty (60)
         days of such  notice,  then this  Agreement  may be  terminated  by
         Licensor at any time during the  applicable  Licensor  Termination
         Period.  Licensor's  failure to  terminate  this  Agreement during the
         Licensor  Termination  Period will  constitute a waiver of Licensor's
         rights to terminate this Agreement  by reason of the  applicable
         breach,  but will not  constitute  a waiver of  Licensor's  other
         rights and remedies under this Agreement, or a waiver of future similar
         breaches.

(c)      Termination by Licensee. This Agreement may be terminated by Licensee
         prior to the end of the Term as follows:
<PAGE>

(i)      Upon a Bankruptcy Event of Licensor, Licensor shall notify Licensee
         thereof within one (1) business day thereof, and Licensee may elect to
         terminate the Agreement by giving written notice to Licensor within
         thirty (30) days of that notice.

(ii)     Upon a Change of Control of Licensor, Licensor shall notify Licensee
         thereof within one (1) business day of the public announcement thereof,
         and Licensee may elect to terminate the Agreement by giving notice to
         Licensor within thirty (30) days of the public announcement.

(iii)    Upon a material  breach of this  Agreement  by  Licensor,  Licensee
         may give  notice to  Licensor of such material  breach.  If Licensor
         fails to cure such material  breach within sixty (60) days of such
         notice, then this  Agreement  may be  terminated  by  Licensee  at any
         time  during the period  that begins on the sixtieth  (60th) day
         following  such notice and ends on the ninetieth  (90th) day  following
         such notice (the "Licensee  Termination  Period") by giving written
         notice of such  termination to Licensor before the expiration of the
         Licensee  Termination  Period.  Licensee's  failure to terminate this
         Agreement  during the  Licensee  Termination  Period  will  constitute
         a waiver  of  Licensee's  rights to  terminate  this Agreement  by
         reason of the  applicable  breach,  but will not  constitute  a waiver
         of  Licensee's  other rights and remedies under this Agreement.

(iv)     If Licensee terminates the [***] Disposable Set Components Supply
         Agreement pursuant to Section 15(a)(viii) of the [***] Disposable Set
         Components Supply Agreement, Licensor may give notice to Licensee of
         its intention to terminate this Agreement, and, if such notice is
         given, this Agreement shall terminate at the same time as the [***]
         Disposable Set Components Supply Agreement. Once a notice of
         termination has been given by a party pursuant to this subparagraph,
         such notice shall be irrevocable except by mutual consent of the
         parties.

(d)      Cross-Termination. This Agreement shall terminate automatically and
         immediately upon the termination of the [***] Disposable Set Components
         Supply Agreement for any reason (including but not limited to a
         termination of the [***] Disposable Set Components Supply Agreement for
         Licensor's failure to meet the milestones of Phase 4 or Phase 5 of the
         Start-Up Plan under that agreement) other than one of the following
         reasons:

(i)      Upon a "Bankruptcy Event of Supplier" in Section 15(a)(v) of the [***]
         Disposable Set Components Supply Agreement

(ii)     Upon a "Change of Control of Supplier" in Section 15(a)(vi) of the
         [***] Disposable Set Components Supply Agreement.

(iii)    Upon a "Failure to Fulfill Call-Off" in Section 15(a)(ix) of the [***]
         Disposable Set Components Supply Agreement, where such failure to
         fulfill involves the [***] Disposable Set Components licenses under
         this Agreement (as opposed to other products also covered under the
         [***] Pump Agreement) for periods after December 31, 2005.
<PAGE>

(iv)     In the event Licensor commences a voluntary proceeding under Title 11
         of the United States Code (the "Bankruptcy Code") and/or is adjudicated
         a debtor in an involuntary case under the Bankruptcy Code pursuant to
         Section 15(a)(x) of the [***] Disposable Set Components Supply
         Agreement.

(v)      Termination by Customer (as defined in the [***] Disposable Set
         Components Supply Agreement) pursuant to Section 15(a)(vii) of the
         [***] Disposable Set Components Supply Agreement arising out of a
         material breach of that agreement by Supplier to the extent occurring
         after Licensor's failure or satisfaction of the milestone of the Phase
         5 of the Start-Up Plan.

(e)      Effect of Termination. Upon the termination of this Agreement, Licensee
         agrees to immediately cease using the [***] Intellectual Property and
         manufacturing the [***] Disposable Set Components in any manner and for
         any purpose; provided, however, that Licensee shall have the right to
         use or sell any fully manufactured [***] Disposable Set Components that
         it has on hand on the date of termination that meet the Quality
         Assurance Standards and shall pay applicable royalties thereon. No
         termination of this Agreement shall affect the rights of Licensor to
         accrued royalties due and owing as of the date of termination and to
         statements of account with any royalty payment that is made after the
         termination date. Additionally, Licensor shall have the continuing
         right to conduct audits as provided in Section 3(d) herein.

(f)      Return of Materials Upon Termination. Upon termination, expiration or
         non-renewal of this Agreement, if applicable, each party shall return
         to the other party all materials and documents containing confidential
         and proprietary information, including any copies or extracts thereof,
         and shall erase any copies thereof contained in any electronic or other
         memory device. In addition, at that time each party shall immediately
         cease and desist from using any confidential or proprietary information
         of the other parties hereto for any purpose whatsoever. Each party will
         certify in writing to the other, within thirty (30) days after any such
         termination, expiration, or non-renewal of this Agreement that they
         have complied with this Section 5(f).

(g)      No Liability for Termination. Neither party in exercising its rights to
         terminate this Agreement in accordance with the terms and conditions
         hereof shall incur any liability whatsoever for any damage, loss or
         expense of any kind suffered or incurred by the other (or for any
         compensation to the other) arising from or incident to any such
         termination (except if such termination is for a material breach of
         this Agreement), expiration or non-renewal, whether or not the
         terminating party is aware of any such damage, loss or expense. Any
         termination hereof shall not impair any rights nor discharge any
         obligations which have accrued to the parties as of the effective date
         of such termination.


6.       Representation and Warranties

(a)      Licensor's Representations and Warranties. Licensor hereby represents
         and warrants to Licensee that:
<PAGE>

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Licensor to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(iv)     To the knowledge of Licensor, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Licensor
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      To the knowledge of Licensor, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Licensor
         hereunder, will conflict with, or result in the breach of, or
         constitute a default under, any contract, agreement, instrument or
         judgment to which Licensor or any officer, director, employee or
         controlling person of Licensor is a party, or which is or purports to
         be binding upon any of the foregoing persons;

(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Licensor in accordance with its terms;

(vii)    Licensor is the sole legal and beneficial owner of the [***]
         Intellectual Property;

(viii)   To the knowledge of Licensor, none of the [***] Intellectual Property
         infringes or is alleged to infringe upon any patents or other
         intellectual property rights of any third party;

(ix)     All utility Patents have been applied for in the United States, the
         European Community, Switzerland, China and Japan; and

(x)      The [***] Trademarks have either been filed or the filing process has
         been initiated in the United States, the European Community,
         Switzerland, China, and Japan.

(xi)     The  Know-How  comprises  all  trade  secrets  and  other  confidential
         information,  including,  without limitation, ideas, formulas,
         compositions,  inventions (whether patentable or unpatentable and
         whether or not reduced to practice),  the Product  Specifications,
         know-how,  manufacturing and production processes and  techniques,
         research  and  development  information,  drawings,   specifications,
         designs,  plans, proposals,  technical  data,  supplier lists and
         information,  and  unpublished  research and development information
         that are  necessary or helpful in the  production  of the [***]
         Disposable  Set  Components; provided,  however,  that the Know-How
         does not include either (i) manufacturing and production  processes
         and techniques, or (ii) customer lists.
<PAGE>

(b)      Licensee's Representations and Warranties. Licensee hereby represents
         and warrants to Licensor that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Licensee to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(iv)     To the knowledge of Licensee, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Licensee
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Licensee hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Licensee or any officer,
         director, employee or controlling person of Licensee is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and

(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Licensee in accordance with its terms.

7.       Indemnification.

(a)      Licensor's Indemnification. Licensor shall indemnify, defend and hold
         Licensee, its affiliates, and their respective officers, directors,
         employees and agents (each, a "Licensor Indemnified Party"), harmless
         from and against any and all claims, demands, losses, costs, expenses,
         obligations, liabilities, damages, recoveries and deficiencies,
         including interest, penalties, reasonable attorneys' fees, costs of
         investigation and any legal or other expenses or costs ("Losses")
         incurred or suffered by any Licensor Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any violation or infringement by Licensor upon any common
         law or statutory intellectual property rights of any third party that
         arises from or relates to [***] Intellectual Property and the [***]
         Disposable Set Components, (ii) any third party product liability claim
         resulting from a design defect of the [***] Disposable Set Component
         (except that, so long as the [***] Disposable Set Components Supply
         Agreement is in effect, product warranty claims shall be limited to the
         remedies set forth in Section 7(i) of the [***] Pump Supply Agreement),
         or (iii) any inaccuracy or breach in any of Licensor's representations
         and warranties under this Agreement; provided, however, that Licensor
         shall have no obligation to indemnify Licensee for any Losses to the
         extent such Losses are caused by any negligent or willful act or
         omission of Licensee; and further provided that no indemnification
         shall be available to Licensee under Section 7(a)(i) or (ii) hereof
         while the [***] Disposable Set Components Supply Agreement is in
         effect. With respect to Section 7(a)(i) above, Licensor shall provide,
         at its own cost, non-infringing replacements for the infringing
         portions of the [***] Disposable Set Components of equivalent quality
         and effect, or obtain at its own cost the necessary licenses from third
         parties to allow Licensee to continue to market, sell, distribute, and
         promote the [***] Disposable Set Components as contemplated by the
         parties under this Agreement.
<PAGE>

(b)      Licensee's Indemnification. Licensee agrees to indemnify, defend and
         hold harmless Licensor, its affiliates, and their respective officers,
         directors, employees and agents (each, a "Licensee Indemnified Party")
         from and against any and all Losses (as defined in Section 7(a) above)
         incurred or suffered by any Licensee Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         (i) as to any inaccuracy or breach in any of Licensee's representations
         and warranties under this Agreement; provided, however, that Licensee
         shall have no obligation to indemnify Licensor for any Losses to the
         extent such Losses are caused by any negligent or willful act or
         omission of Licensor, or (ii) any third party product liability claim
         resulting from a manufacturing defect in the [***] Disposable Set
         Component.

(c)      Indemnification Procedure for Matters Involving Third Parties.

(i)      If any third party notifies any party hereto (the "Indemnified Party")
         with respect to any matter (a "Third Party Claim") which may give rise
         to a claim for indemnification against the other party hereto (the
         "Indemnifying Party") under Section 7(a) or 7(b) (as applicable), then
         the Indemnified Party shall promptly notify the Indemnifying Party
         thereof in writing; provided, however, that no delay on the part of the
         Indemnified Party in notifying any Indemnifying Party shall relieve the
         Indemnifying Party from any obligation hereunder unless (and then
         solely to the extent) that the Indemnifying Party is prejudiced
         thereby.

(ii)     Any Indemnifying Party will have the obligation to assume the defense
         of the Third Party Claim with counsel of its choice reasonably
         satisfactory to the Indemnified Party at any time within 15 days after
         the Indemnified Party has given notice of the Third Party Claim;
         provided, however, that the Indemnifying Party must conduct the defense
         of the Third Party Claim actively and diligently thereafter in order to
         preserve its rights in this regard; and provided further that the
         Indemnified Party may retain separate co-counsel at its sole cost and
         expense and participate in the defense of the Third Party Claim.
<PAGE>

(iii)    So long as the  Indemnifying  Party has assumed and is conducting  the
         defense of the Third Party Claim in accordance with Section 7(c)(ii)
         above,  (A) the  Indemnifying  Party will not consent to the entry of
         any judgment or enter into any  settlement  with  respect to the Third
         Party Claim  without the prior  written consent of the  Indemnified
         Party  (which  shall not be  unreasonably  withheld)  unless the
         judgment or proposed  settlement  involves  only the  payment  of
         money  damages  by one or more of the  Indemnifying Parties and does
         not impose an injunction or other  equitable  relief upon the
         Indemnified  Party and (B) the  Indemnified  Party will not consent to
         the entry of any  judgment or enter into any  settlement  with
         respect to the Third Party Claim  without  the prior  written  consent
         of the  Indemnifying  Party (which shall not be unreasonably withheld).

(iv)     If the Indemnifying Party does not assume and conduct the defense of
         the Third Party Claim in accordance with Section 7(c)(ii) above,
         however, (A) the Indemnified Party may defend against, and consent to
         the entry of any judgment or enter into any settlement with respect to,
         the Third Party Claim in any manner it reasonably may deem appropriate
         (and the Indemnified Party need not consult with, or obtain any consent
         from, any Indemnifying Party in connection therewith) and (B) the
         Indemnifying Party will remain responsible to indemnify the Indemnified
         Party under Section 7(a) or 7(b) (as applicable).

(d)      Indemnification Procedure for Matters not Involving Third Parties. A
         claim for indemnification for any matter not involving a third-party
         claim may be asserted by notice to the party from whom indemnification
         is sought.

(e)      Limitations on Licensor's Liability. LICENSOR'S MAXIMUM LIABILITY TO
         LICENSEE, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY LICENSEE
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT LICENSOR'S MAXIMUM LIABILITY TO
         LICENSEE FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY LICENSEE
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. LICENSOR'S MAXIMUM
         LIABILITY TO LICENSEE, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY LICENSEE FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO LICENSOR WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND OR ANY OF THE RELATED
         AGREEMENTS

(f)      Limitations on Licensee's Liability. LICENSEE'S MAXIMUM LIABILITY TO
         LICENSOR, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY LICENSOR
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT LICENSEE'S MAXIMUM LIABILITY TO
         LICENSOR FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY LICENSOR
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. LICENSEE'S MAXIMUM
         LIABILITY TO LICENSOR, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY LICENSOR FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO LICENSEE WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND OR ANY OF THE RELATED
         AGREEMENTS. IN NO EVENT SHALL THE LIMITATIONS SET FORTH IN THIS SECTION
         7(f) LIMIT OR EXCUSE ANY OBLIGATION OF LICENSEE TO PAY THE ROYALTIES
         DUE HEREUNDER.
<PAGE>

(g)      No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF
         THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
         IN ADVANCE. The parties intend this limitation in this Section 7(g) to
         apply to the following events, among other events: (i) any claim for
         consequential damages suffered by the non-breaching party (as opposed
         to any third party) arising out of any claim by a third party for
         either product liability or infringement of intellectual property, (ii)
         any breach by either party of its representations under this agreement,
         (iii) any non-performance or mal-performance by either party under this
         Agreement, or (iv) the termination or expiration of this Agreement by
         either party. Such incidental or consequential damages shall include,
         but shall not be limited to, loss of goodwill, loss of prospective
         profits, loss of revenue, or damages on account of any investment,
         expenditure, or commitment that is made by either party in reliance
         upon this Agreement. This limitation in this Section 7(g) is not
         intended by the parties to prevent Licensee, for example, from
         recovering from Licensor , in an indemnification claim made under
         Section 7(a)(ii), the full amount that it has been required to pay to a
         third party in connection with a product liability claim brought by
         such third party against Licensee, including such incidental or
         consequential damages as may be allowed by law under that claim by that
         third party. This limitation in this Section 7(g) is, nevertheless,
         intended to prevent the non-breaching party from receiving from the
         breaching party, in an indemnification claim under Section 7(a) or
         7(b), incidental or consequential losses or damages that have been
         incurred by the non-breaching party (as opposed to any third party),
         such as lost profits, that may arise from or relate to any event under
         this Agreement.

(h)      Licensor's Insurance. Licensor shall maintain in full force and effect
         throughout the Term, at its sole cost and expense, insurance with
         financially sound and established reputable insurers of the type and
         quantity (and with such risk retention) generally maintained by the
         companies of established repute in Licensor's line of business, such
         insurance to include, without limitation, products liability insurance
         and general liability insurance each, in an amount no less than ten
         million U.S. dollars (U.S. $10,000,000.00) per occurrence. Licensor
         shall, upon request, provide Licensee with a copy of any documentation
         relating to any such insurances. Licensor shall have Licensee named as
         an additional insured beneficiary, with Licensee able to claim
         thereunder as primary beneficiary and without offset or deduction
         whatsoever as a result of any insurance obtained by Licensee, and shall
         contain a waiver of subrogation by the respective insurance carrier
         against Licensee's and its affiliates' insurance carrier, with respect
         to Licensor's obligations under this Agreement.

(i)      Licensee's Insurance. Licensee shall maintain in full force and effect
         throughout the Term, at its sole cost and expense, insurance with
         financially sound and established reputable insurers of the type and
         quantity (and with such risk retention) generally maintained by the
         companies of established repute in Licensee's line of business, such
         insurance to include, without limitation, products liability insurance
         and general liability insurance each, in an amount no less than ten
         million U.S. dollars (U.S. $10,000,000.00) per occurrence. Licensee
         shall, upon request, provide Licensor with a copy of any documentation
         relating to any such insurances. Licensee shall have Licensor named as
         an additional insured beneficiary, with Licensor able to claim
         thereunder as primary beneficiary and without offset or deduction
         whatsoever as a result of any insurance obtained by Licensor, and shall
         contain a waiver of subrogation by the respective insurance carrier
         against Licensor's and its affiliates' insurance carrier, with respect
         to Licensee's obligations under this Agreement.
<PAGE>

8.       Intellectual Property

(a)      Ownership of Product Rights/Intellectual Property Rights. Licensor has
         and will retain all right, title to, and interest in [***] Intellectual
         Property.

(b)      Nationalization of Patents. Licensor will use Commercially Reasonable
         Efforts to nationalize the Patents in the following countries in the
         Territory: United Kingdom, Germany, France, Italy, Belgium, Luxembourg,
         The Netherlands, Austria, and China.

(c)      Notice of Infringement. Licensee shall promptly notify Licensor of any
         actual or apparent infringement of [***] Intellectual Property of which
         Licensee becomes aware. Licensor may, at its sole option and expense,
         prosecute any suit it deems necessary or appropriate to protect any of
         Licensor's rights to [***] Intellectual Property from and against
         infringement by third parties anywhere in the world and Licensee shall
         cooperate fully with Licensor in connection with any such action.

9.       New Product Development.

(a)      Innovation. Licensor will exert efforts to investigate, discuss, and/or
         develop improvements with respect to the [***] Disposable Set
         Components and/or new disposable sets that are advancements from the
         [***] Disposable Set Components (each such improvement an "Innovation")
         by (i) discussing product innovation at least annually in one of the
         Quarterly Meetings (as defined in Section 9(f) below) with Licensee and
         (ii) budgeting and maintaining sufficient marketing resources, as
         determined in Licensor's reasonable discretion, to support the
         discussions required by subsection 9(a)(i). Unless otherwise explicitly
         agreed in a writing signed by both Licensee and Licensor, Licensor will
         own all right, title to and interest in any Innovations and Licensee
         hereby assigns any right, title to, and interest in such Innovations to
         Licensor. If the parties mutually determine that an Innovation is
         Commercially Viable (as defined below), then Licensor shall spend
         annually, in the aggregate, on research and development efforts
         relating to such Innovation and any other Innovations deemed to be
         Commercially Viable under this section, up to 2% of the gross revenues
         generated under this Agreement during the same fiscal year (the
         "Invested Amount"). Licensor will be obligated to spend the Invested
         Amount on such research and development efforts from the date the
         parties both approve the project until the date that Licensor
         determines in good faith that the project is complete or that it should
         be abandoned. The Invested Amount shall be calculated in each of
         Licensor's fiscal years or a portion thereof from the beginning to the
         end of the project. For purposes of this Agreement "Commercially
         Viable" shall mean both (x) the recapture of the Invested Amount by
         Licensor within the first two years from the date of commercialization
         of the project and (y) a projected return on investment to Licensor of
         at least 10% annually over the life of the project.
<PAGE>

(b)      Licensor Funded Product Improvements. Licensor will exert Commercially
         Reasonable Efforts to improve the [***] Disposable Set Components, and
         to develop new disposable sets that are advancements from the [***]
         Disposable Set Components (each such improvement a "Licensor Funded
         Product Improvement"). All intellectual property and other rights
         associated with any Licensor Funded Product Improvement will belong to
         Licensor; provided, however, that Licensor will provide to Licensee a
         first right to commercialize such Licensor Funded Product Improvements
         in the Territory.

(c)      Licensee Funded Product Improvements. Licensee cannot make improvements
         to the [***] Disposable Set Components without Licensor's prior written
         consent. Licensee may hire Licensor to make improvements to the [***]
         Disposable Set Components, on terms that are mutually acceptable to
         Licensee and Licensor, but in any event the costs and expenses
         associated with such improvements will be paid for by Licensee (each
         such improvement a "Licensee Funded Product Improvement"). Any such
         Licensee Funded Product Improvements will be owned by Licensee;
         provided, however, that Licensor will have an option to license such
         improvements from Licensee, without the payment of any royalties
         therefore, for the purpose of manufacturing and selling of such
         Licensee Funded Product Improvements, alone or in combination with
         other products, outside of the Territory.

(d)      Jointly Developed Product Improvements. If the parties agree to jointly
         develop and fund improvements to the [***] Disposable Set Components
         (each such improvement a "Jointly Developed Product Improvement"), then
         the parties will jointly own such Jointly Developed Product
         Improvements on such terms and conditions to which they mutually agree.
         In any event, such agreement will provide that (i) Licensor will have a
         license to manufacture, use, and sell such Jointly Developed Product
         Improvement, alone or in combination with other products, in geographic
         areas outside of the Territory, and (ii) Licensee will have a license
         to use or sell such Jointly Developed Product Improvement, alone or in
         combination with other products, inside of the Territory.

(e)      Termination of Innovation and Product Improvements Obligations. The
         obligations of the Licensor under Section 9 shall terminate upon a
         termination of the [***] Disposable Set Components Supply Agreement for
         any reason, including a termination only with respect to the
         manufacturing of the [***] Disposable Set Components .

(f)      Designated Representative. Each party agrees to designate one
         individual within such party's organization to serve as such party's
         primary point of contact and representative (the "Designated
         Representative") in such party's relationship and communications with
         the other party as contemplated in this Agreement. These Designated
         Representatives shall also involve other appropriate operational,
         strategic, technical, and regulatory personnel in such communications.
<PAGE>

(g)      Quarterly Meetings. The parties agree to hold a face-to-face meeting at
         a minimum of once each calendar quarter during the Term for such
         duration as the parties agree in good faith is necessary to address the
         various issues that may arise relating to the performance of the
         parties under this Agreement (the "Quarterly Meetings"). The location
         of the Quarterly Meetings shall alternate between Licensor's Facility
         and a Licensee facility in the Territory. The parties shall formulate
         in advance of each meeting a written agenda of material items that each
         party proposes should be considered together in the meeting. The
         parties shall make a reasonable effort to have the Designated
         Representative present at each Quarterly Meeting, as well as such other
         individuals as would be appropriate in light of the agenda for the
         meeting. Each party shall bear all of its own costs and expenses
         associated with its participation in the Quarterly Meeting. The
         parties' respective rights to request and receive information hereunder
         will not be affected or limited by any subject or matter discussed or
         planned to be discussed at any Quarterly Meeting.

10.      Survival. Any provision of this Agreement which contemplates
         performance or the existence of rights or obligations after the
         expiration, non-renewal, or termination of this Agreement shall
         expressly survive such expiration, non-renewal, or termination of this
         Agreement and shall be binding upon the party or parties obligated
         thereby in accordance with the terms of this Agreement, subject to any
         limitations expressly set forth in this Agreement.

11.      Amendment or Waiver. This Agreement cannot be changed orally, and no
         modification of this Agreement shall be recognized nor have any effect,
         unless the writing in which it is set forth is signed by Licensor and
         Licensee, nor shall any waiver of any of the provisions of this
         Agreement be effective unless in writing and signed by the party to be
         charged therewith. The failure of either party to enforce, at any time
         or for any period of time, the provisions hereof, or the failure of
         either party to exercise any option herein shall not be construed as a
         waiver of such provision or option and shall in no way affect that
         party's right to enforce such provisions or exercise such option. No
         waiver of any provision hereof shall be deemed a waiver of any
         succeeding breach of the same or any other provisions of this
         Agreement.

12.      Dispute Resolution; Governing Law; Injunctive Relief.

(a)      Negotiations. The parties agree that they will attempt in good faith to
         resolve any controversy, claim, dispute or question between them
         arising out of or relating to this Agreement, including the
         construction or application of this Agreement, promptly by negotiations
         between the parties. If a controversy or claim should arise,
         appropriate representatives of the parties will meet at least once and
         will attempt to resolve the matter. Either party may request the other
         to meet within fourteen (14) days, at a mutually agreed time and place.

(b)      Mediation. If the matter has not been resolved within thirty (30) days
         of this meeting, the controversy or claim shall be submitted to
         non-binding mediation by a mediator chosen from names of mediators
         furnished by JAMS or the American Arbitration Association. The
         mediation shall occur in New York City, New York, U.S.A.
<PAGE>

(c)      Litigation. In the event that differences concerning matters covered by
         this Agreement arise that are not resolved by mutual agreement via
         negotiations or mediation as described above, the parties agree that
         any action or proceeding arising out of or relating to this Agreement
         shall be heard and decided by a non-jury bench trial in New York City,
         New York, U.S.A. Each party hereto irrevocably submits to the
         jurisdiction of the appropriate state court covering New York City, New
         York, U.S.A., and each party hereby irrevocably agrees that all claims
         in respect of any such action or proceeding must be brought and/or
         defended in such court; provided, however, that matters which are under
         the exclusive jurisdiction of the Federal courts shall be brought in
         the Federal District Court covering New York City, New York, U.S.A.

(d)      Governing Law. The provisions of this Agreement shall be governed by
         and construed in accordance with the laws of the State of New York,
         U.S.A. (excluding any conflict of law rule or principle that would
         refer to the laws of another jurisdiction and the U.N. Convention on
         Contracts for the International Sales of Goods). EACH PARTY HERETO
         HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT
         MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR
         PROCEEDING ARISING HEREUNDER.

(e)      Injunctive Relief. Each of the parties acknowledge and agree that the
         other parties will be damaged irreparably if any of the provisions of
         this Agreement (specifically including the obligations of
         confidentiality set forth in Section 4 herein) are not performed in
         accordance with their specific terms or otherwise are breached.
         Accordingly, notwithstanding any other provision in this Agreement the
         damaged party shall have the right to pursue a claim for injunctive
         relief, damages and attorneys' fees in any court of competent
         jurisdiction for the other party's breach of any covenant, agreement or
         obligation, in addition to any other relief available to them under
         this Agreement or under applicable law.

(f)      Fees. The parties shall equally split the fees of any mediation, but in
         any arbitration or permissible legal proceedings, the prevailing party
         shall be entitled to reasonable attorneys' fees, costs and other
         disbursements in addition to any other relief to which such party may
         be entitled.

13.      Counterparts. This Agreement may be executed in multiple counterparts,
         which taken together shall constitute one instrument and each of which
         shall be considered an original for all purposes.

14.      Notices. Any and all notices permitted or required to be given
         hereunder shall be deemed duly given: (i) upon actual delivery, if
         delivery is by hand; (ii) upon delivery by overnight express courier
         (i.e., DHL or FedEx); or (iii) upon facsimile transmission, so long as
         the original is then sent by overnight express courier. Each such
         notice shall be sent to the respective party at the address indicated
         below:

         If to ZEVEX:                       ZEVEX International Inc.
                                            4314 ZEVEX Park Lane
                                            Salt Lake City, Utah  84123
                                            Attn: President and CEO
                                            Fax: (801) 264-1051
                                            with a copy to the CFO
                                            at the same address.
<PAGE>

         If to Numico:                      Numico Trading B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn:  Luc Volatier, V.P. of
                                            Purchasing Worldwide
                                            Fax: 31206586159

         If to Nutricia:                    c/o Nutricia International B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn: Henk Afman, VP of
                                            Manufacturing Clinical
                                            Fax: 31206586884

or such other address or facsimile number as any of the persons designated above
may have specified in a notice or communication duly given to the other
designated person as provided herein.

15. Binding Effect; Non-Assignability. This Agreement shall be binding upon and
enforceable against the parties hereto and their respective successors and
permitted assigns. Neither party shall assign or subcontract (except as
expressly allowed hereunder) its rights and obligations under this Agreement
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that either party may assign this
Agreement to an affiliate of such party.

16. Relationship of the Parties. The parties are and at all times shall be
deemed to be independent contractors and shall be wholly responsible for the
goods supplied and services performed under this Agreement. Nothing contained
herein shall be construed as creating the relationship of employer/employee or
principal/agent. Each party shall assume full responsibility for the actions of
its employees as related to the party's obligations under this Agreement.
Neither party to this agreement is hereby constituted an agent of the other for
any purpose and neither party has the authority to assume or create any
obligation, or to make any representation, warranty or guarantee for the other,
except as expressly granted or made in this Agreement.

17. Force Majeure. Neither party shall be responsible or liable for any default
in performance of this Agreement arising directly or indirectly from any cause
beyond such party's control, including fire, flood, earthquake, acts of God, war
(declared or undeclared), enemy action, embargo, strike, governmental order,
proclamation or regulation, accident, explosion, riot, insurrection, or
expropriation of the property by government authority (each such event a "Force
Majeure Event"). If a Force Majeure Event occurs, the parties will exert
reasonable efforts to mitigate the impact of such Force Majeure Event on the
business arrangements of the parties set forth in this Agreement and to
otherwise carry out the intent and accomplish the objectives of this Agreement.
<PAGE>

18. Exhibits and Schedules. Any exhibit or schedule attached hereto is made a
part hereof and is fully incorporated herein by reference.

19. Entire Agreement. This Agreement contains the sole and complete
understanding of the parties related to its subject matter, and supersedes all
oral or written agreements concerning this subject matter made prior to the date
of this Agreement. The [***] Disposable Set Components Supply Agreement and the
Flocare 800 Pump Agreement are not superceded by this Agreement, but to the
extent that any terms of this Agreement relating to the licensing of the [***]
Intellectual Property conflict with such agreements, this Agreement shall
control. This amendment hereby supercedes and replaces in its entirety the
License Agreement for the [***] Disposable Set Components by and between the
Parties executed on July 20, 2004.

20. Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy will be cumulative and will be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies will not
constitute a waiver of the right to pursue other available remedies.

21. Bankruptcy Provisions. It is intended by the parties to this Agreement that
in the event of Licensor's bankruptcy filing under the United States Bankruptcy
Code ("Bankruptcy Code'), this Agreement shall be treated as an executory
contract under which Licensor is a licensor of intellectual property under
Section 365(n) of the Bankruptcy Code, and that Licensee shall have all the
rights to which licensees of intellectual property are entitled to under such
section. This Agreement is an integrated agreement, and all provisions of this
agreement which are not directly related to the license of intellectual property
are intended to be supplementary to the intellectual property license granted
hereunder, within the meaning of Section 365(n)(4)(B) of the Bankruptcy Code.

22. Language; Interpretation. The language controlling the construction and
interpretation of this Agreement shall be English. Section headings are included
solely for convenience and shall not constitute a part hereof. Unless the
context otherwise requires, words importing the singular shall be deemed to
import the plural and vice versa.

23. Third Party Beneficiaries. No person or entity shall be a third-party
beneficiary of this Agreement.

24. Media Relations. Each of Licensor and Licensee agrees that during the Term
each will not, and will cause its affiliates not to, disparage each other or
release commercially sensitive information about each other in any oral,
written, or electronic public statements (including without limitation in any
securities filing with the U.S. Securities and Exchange Commission) concerning
any matters relating to or arising from this Agreement.


                            {Signature Page Follows}


<PAGE>


         IN WITNESS WHEREOF, the parties enter into this Agreement effective as
of the Amendment Effective Date.

         ZEVEX INTERNATIONAL, INC.

         By:
            --------------------------------------------------
         Name:
              ------------------------------------------------
         Title:
               -----------------------------------------------

         NUTRICIA INTERNATIONAL, B.V.

         By:
            --------------------------------------------------
         Name:
              ------------------------------------------------
         Title:
               -----------------------------------------------

         NUMICO TRADING, B.V.

         By:
            --------------------------------------------------
         Name:
              ------------------------------------------------
         Title:
               -----------------------------------------------










<PAGE>


                                    Exhibit A

                                [***] Trademarks

[***]


<PAGE>


                                    Exhibit B

                                    Know-How

The [***] Disposable Sets Know-How is documented in the following ZEVEX Device
Master Records:
<TABLE>
<CAPTION>
<S>                                  <C> <C>                                                                          <C>
---------------------------------------- --------------------------------------------------------------------------------
Device Master Record Number              Description
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    [***]
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    [***]
---------------------------------------- --------------------------------------------------------------------------------
</TABLE>


<PAGE>



                                    Exhibit C

                                     Patents

[***]


<PAGE>


                                    Exhibit D

                             Product Specifications

The product specifications for the [***] Disposable Sets are documented in the
Flocare [***] Enteral Feeding Pump User Requirements, ZEVEX document number
[***].



<PAGE>


                                    Exhibit E

                           Quality Assurance Standards


Licensee must maintain a Quality System that complies with all of the provisions
of the European Union Medical Device Directive (MDD), 12 July 1993, 93/42/EEC,
Annex II, EC Declaration of Conformity (Full quality assurance system).


<PAGE>


                                    Exhibit F

                                    Royalties

The royalty is [***] for each completed LIM Segment and [***] for each completed
cassette.

<PAGE>



                                    Exhibit G

                                 Penalty Royalty

The penalty royalty is [***] for each completed LIM Segment and [***] for each
completed cassette.


<PAGE>
                                                                Exhibit 10.35


             CONFIDENTIAL INFORMATION OF ZEVEX International, Inc.

[*Confidential treatment has been requested as to certain portions of this
document. Each such portion, which has been omitted herein and replaced with an
asterisk [***], has been filed separately with the Securities and Exchange
Commission.]




                     AMENDED AND RESTATED LICENSE AGREEMENT
                           FOR THE FLOCARE [***] PUMP


         THIS AMENDED AND RESTATED LICENSE AGREEMENT FOR THE FLOCARE [***] PUMP
(this "Agreement") is entered into as of May 31, 2005 (the "Amendment Effective
Date"), by and between NUMICO TRADING B.V., a Netherlands corporation with its
principal offices at WTC Schiphol Airport, Tower E, Schiphol Boulevard 105, 1118
ZN Schiphol Airport, The Netherlands ("Numico"), NUTRICIA INTERNATIONAL B.V., a
Netherlands corporation with its principal offices at WTC Schiphol Airport,
Tower E, Schiphol Boulevard 105, 1118 ZN Schiphol Airport, The Netherlands
("Nutricia", and, together with Numico, "Licensee"), and ZEVEX INTERNATIONAL,
INC., a Delaware corporation, with its principal offices at 4314 ZEVEX Park
Lane, Salt Lake City, Utah ("Licensor").

                                    RECITALS

         A. Numico, Nutricia and Licensor entered into a License Agreement for
the Flocare [***] Pump dated as of July 20, 2004.

         B. Numico and Nutricia are subsidiaries of Royal Numico, N.V., a
Netherlands corporation ("Royal Numico"), which is a world leader in the
manufacturing and marketing of clinical nutrition products and related equipment
and accessories.

         C. Nutricia is a world leader in the manufacture and marketing of
clinical nutrition products.

         D. Numico specializes in the procurement of raw materials, packaging
materials and fully-finished products for use in the Nutricia clinical nutrition
business.

         E. Licensor is engaged in the business of developing, manufacturing and
marketing clinical nutrition delivery devices and accessories, including the
[***] Products (as defined below), which are the subject of this Agreement.

         F. The parties desire that Licensor license the manufacturing rights to
the [***] Products to Licensee in accordance with the terms and conditions of
this Agreement.

         G. Of even date with this Agreement, the parties have entered into that
certain [***] Pump Supply Agreement (as defined below), whereby Licensee has
appointed Licensor as the exclusive manufacturer of the [***] Products.

         H. Of even date with this Agreement, the parties have entered into that
certain Flocare 800 Pump Agreement (as defined below), whereby Licensee has
appointed Licensor as the exclusive manufacturer of Licensee's Flocare 800 pump.
<PAGE>

         I. The parties wish to amend and restate the License Agreement for the
Flocare [***] Pump in its entirety.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained in this Agreement, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. Definitions. Capitalized terms not otherwise defined herein shall bear the
respective meanings given to them below:

                  "Affiliate" of a party shall mean any corporation or other
         business entity controlling, controlled by, or under common control
         with such party.

                  "Bankruptcy Event" means that, with respect to an entity, such
         entity shall (a) make a general assignment for the benefit of creditors
         or an agent authorized to liquidate its assets, (b) become the subject
         of bankruptcy or insolvency proceedings or other proceedings for relief
         under any bankruptcy or other law for the relief of debtors, where,
         with respect to an involuntary petition in bankruptcy, the petition
         shall not have been stayed within thirty (30) days, (c) apply to a
         court for the appointment of a receiver or custodian for substantially
         all of its assets or properties, with or without consent, and such
         receiver is not discharged within thirty (30) days after appointment,
         or (d) adopt a plan of complete liquidation of its assets.

                  "CE Mark" shall mean an indication that a product complies
         with the essential requirements of applicable European Union directives
         and that the product has been subject to conformity assessment
         procedures as provided in the directives.

                  "Change of Control of Licensee" means (i) any transaction as a
         result of which any person or entity becomes the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of any of Numico, or Nutricia,
         representing more than 50% of the total voting power of any of their
         then outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of the assets of any of Numico,
         or Nutricia; in either case where the new controlling party would
         materially benefit from a failure of Licensor's business; provided,
         however, that a transaction shall not constitute a Change of Control if
         its sole purpose is to change the state of incorporation of Numico, or
         Nutricia (as applicable) or to create a holding company that will be
         owned in substantially the same proportions by the persons who held the
         securities of Numico, or Nutricia (as applicable) immediately before
         such transaction.

                  "Change of Control of Licensor" means (i) any transaction as a
         result of which any person or entity is the "beneficial owner" (as
         defined in Rule 13d-3 of the U.S. Securities and Exchange Act of 1934),
         directly or indirectly, of securities of the Licensor representing more
         than 50% of the total voting power represented by the Licensor's then
         outstanding voting securities; or (ii) the sale, transfer or other
         disposition of all or substantially all of Licensor's assets; in either
         case where the new controlling party would materially benefit from
         Licensee's failure in the clinical nutrition market; provided, however,
         that a transaction shall not constitute a Change of Control if its sole
         purpose is to change the state of Licensor's incorporation or to create
         a holding company that will be owned in substantially the same
         proportions by the persons who held Licensor's securities immediately
         before such transaction, or (y) if a then current officer or director
         of ZEVEX is the new controlling party or is a member of the group or
         entity that is the new controlling party, provided, however, that, the
         new controlling party would not materially benefit from Licensee's
         failure in the clinical nutrition market.
<PAGE>

                  "Commercially Reasonable Efforts" shall mean those efforts
         that a reasonably prudent business person would make under similar
         circumstances, including entering into contractual arrangements in
         appropriate circumstances.

                  "Flocare 800 Pump Agreement" means that certain Amended and
         Restated Flocare 800 Pump Manufacturing Agreement of even date herewith
         between the parties (or a subsequently amended version of such
         agreement, if any).

                  "Flocare [***] Pump" means ZEVEX's [***] Pump, as it has been
         customized for Licensee as set forth in the Product Specifications.

                  "[***] Disposable Set Components License Agreement" means that
         certain Amended and Restated License Agreement for the [***] Disposable
         Set Components of even date herewith between the parties (or a
         subsequently amended version of such agreement, if any).

                  "[***] Disposable Set Components Supply Agreement" means that
         certain Amended and Restated [***] Disposable Set Components Supply
         Agreement of even date herewith between the parties (or a subsequently
         amended version of such agreement, if any).

                  "[***] Intellectual Property means the Know-How, and the
         Patents, as well as all (i) the [***] Trademarks, (ii) copyrights
         (registered and unregistered) and copyrightable works and registrations
         and applications for registration thereof, (ii) mask works and
         registrations and applications for registration thereof, (iii) computer
         software, data, data bases and documentation thereof, (iv) other
         intellectual property rights and (v) copies and tangible embodiments
         thereof (in whatever form or medium) which relate to the [***]
         Products.

                  "[***] Products" shall mean the Flocare [***] Pumps, the [***]
         Pump Accessories, the [***] Pump Kits, and the [***] Disposable Set
         Components.

                  "[***] Pump Accessories" means individual accessories to be
         used with the Flocare [***] Pumps, including AC adapters/chargers, pole
         clamps, nurse calls, operator's manuals, and carry packs as defined
         more thoroughly in the [***] Pump Supply Agreement.
<PAGE>

                  "[***] Pump Kit" means one unit each of the Flocare [***] Pump
         and the charger, pole clamp, and operator's manual for use with that
         pump, all to be provided as a bundled unit.

                  "[***] Pump Products" means the Flocare [***] Pump, the [***]
         Pump Accessories and the [***] Pump Kits.

                  "[***] Pump Supply Agreement" means that certain Amended and
         Restated [***] Pump Supply Agreement of even date herewith between the
         parties (or a subsequently amended version of such agreement, if any).

                  "[***] Trademarks" means all trademarks, service marks, trade
         dress, trade names, logos and corporate names and registrations and
         applications for registration thereof, together with all of the
         goodwill associated therewith, and all other devices used by Licensor
         to distinguish the [***] Products, including, but not limited to, the
         trademarks, service marks, trade names, and logos listed on Exhibit A
         hereto.

                  "Know-How" means all trade secrets and other confidential
         information, including, without limitation, ideas, formulas,
         compositions, inventions (whether patentable or unpatentable and
         whether or not reduced to practice), the Product Specifications,
         know-how, manufacturing and production processes and techniques,
         research and development information, drawings, specifications,
         designs, plans, proposals, technical data, supplier lists and
         information, design input information relating to tooling, molds, dies
         and unpublished research and development information owned, controlled
         by, or in the possession of Licensor on the Effective Date of this
         Agreement or which later come into the possession of Licensor that are
         necessary or helpful in the production of the [***] Pump Products and
         that Licensor has the right to provide to Licensee; provided, however,
         that Know-How shall not include customer lists. A list of documents
         containing Know-How to be transferred to Licensee is attached hereto as
         Exhibit B.

                  "Maintenance and Service Agreement" means that certain
         Maintenance and Service Agreement between the parties (or a
         subsequently amended version of such agreement, if any).

                  "Patents" means (i) all patents, patent applications, patent
         disclosures and inventions, including those described in Exhibit C,
         which relate to the [***] Products; (ii) any continuations,
         continuations-in-part, divisions, reissues, substitutes, extensions of
         any of the foregoing; and/or (iii) new Licensor patent applications and
         resulting patents which relate to the [***] Products and/or the patents
         listed on Exhibit C hereto.

                  "Product Specifications" means the technical, manufacturing,
         and functional specifications for the [***] Products, as set forth on
         Exhibit D hereto.

                  "Related Agreements" means the Flocare 800 Pump Manufacturing
         Agreement, the Disposable Set Components Supply Agreement, the [***]
         Pump Supply Agreement, the Disposable Set Components License Agreement,
         and the Maintenance and Service Agreement.
<PAGE>

                  "Territory" means the countries designated in the following
chart:
<TABLE>
<CAPTION>
<S>            <C>                                               <C>  <C>                                   <C>
               ------------------------------------------------------ -----------------------------------------
               Austria,  Belgium, Denmark, Finland, France, Germany,  Bulgaria, Czech Republic,
               Greece,  Ireland,  Italy,  Latvia,   Luxembourg,  The  Hungary, Poland, Russia,
               Netherlands,   Norway,   Portugal,   Spain,   Sweden,  Slovakia, Ukraine, United
               Switzerland, United Kingdom                            Arab Emirates, Turkey
               ------------------------------------------------------ -----------------------------------------
               ------------------------------------------------------ -----------------------------------------
               Australia, New Zealand                                 China, Indonesia,
                                                                      Malaysia, Taiwan
               ------------------------------------------------------ -----------------------------------------
               ------------------------------------------------------ -----------------------------------------
               Argentina, Brazil                                      South-Africa
               ------------------------------------------------------ -----------------------------------------
</TABLE>

                  "ZEVEX [***] Products" means Licensor's own, original version
         of the [***] enteral nutrition delivery pump, together with its
         accessories and disposable sets, without the customizations made for
         Licensee pursuant to the Product Specifications and pursuant to the
         [***] Pump Supply Agreement and the [***] Disposable Set Components
         Supply Agreement.

2.       License

(a)      License Grant. Subject to all the other terms and condition in this
         Agreement, Licensor hereby grants Licensee and its Affiliates a
         perpetual, irrevocable license to fully exploit and exercise all of the
         rights in and to the [***] Intellectual Property for the manufacture of
         the [***] Pump Products for use or sale in the Territory. This license
         includes, but is not limited to, the following rights:

(i)      The right to make, use, sell, license, distribute, offer for sale, and
         import the [***] Pump Products in the Territory.

(ii)     The right to use the [***]  Trademarks  in the  Territory  in
         conjunction  with the [***] Pump  Products, including the right to use
         the [***]  Trademarks in  connection  with  Licensee's  own  trademarks
         and in composite  trademarks  consisting of elements of the [***]
         Trademarks combined with elements of Licensee's trademarks.  The
         license to use the [***]  Trademarks  hereunder shall be considered to
         be supplemental to Licensee's  license  rights to the other  [***]
         Intellectual  Property  under this  Agreement  within the meaning of
         Section  365(n)(4(B) of the United States  Bankruptcy Code.  Licensee
         shall exercise this right consistent  with  Licensor's  prevailing
         trademark  usage  guidelines.  Licensee  shall not use any other names,
         marks,  or logos,  in any manner that is  confusingly  similar to the
         [***]  Trademarks.  Licensee acknowledges  and agrees that the [***]
         Trademarks  are owned  exclusively  by Licensor and that Licensee
         has  neither  acquired  nor shall  acquire  any  rights  therein.
         Licensee  shall not assert or claim any rights over the [***]
         Trademarks nor contest same or challenge the validity thereof.
<PAGE>

(iii)    The right to sublicense to any other party any of the rights granted to
         Licensee hereunder, including the right to authorize other parties to
         make, use, sell, license, distribute, offer for sale, and import the
         [***] Pump Products and use the [***] Trademarks in the Territory,
         including the right to use the [***] Trademarks in connection with
         Licensee's own trademarks and in composite trademarks consisting of
         elements of the [***] Trademarks combined with elements of Licensee's
         trademarks.

(b)      Exclusivity. The foregoing rights shall be exclusive to Licensee within
         the Territory. Licensee has no rights to the [***] Intellectual
         Property for any purpose other than as expressly provided in this
         Agreement or for any purpose outside of the Territory. Further,
         Licensor shall retain all rights to use the [***] Intellectual Property
         within the Territory for products not involving enteral feeding pumps
         or enteral feeding pump accessories.

(c)      Know-How Transfer. Within fifteen (15) days after the Amendment
         Effective Date, Licensor shall disclose and transfer to the Escrow
         Agent (defined below) all of the Know-How and other [***] Intellectual
         Property by delivering to such Escrow Agent documents fully disclosing
         the Know-How and other [***] Intellectual Property that is necessary or
         helpful for Licensee to manufacture, support and service the [***] Pump
         Products (the "Escrow Materials"), including written instructions to
         Licensor's suppliers giving such suppliers permission to provide
         materials necessary for the manufacture, support and service of the
         [***] Pump Products, notwithstanding any preexisting exclusivity
         arrangements such suppliers may have with Licensor. In connection with
         the Agreement, the parties and DSI Technology Escrow Services, Inc.
         (the "Escrow Agent") have executed an Escrow Agreement, which,
         notwithstanding any other provisions of this Agreement, shall govern
         the parties' agreement with respect to the Escrow Material. In
         connection with the foregoing releases of the Escrow Materials,
         Licensor shall make reasonably available to Licensee the appropriate
         Licensor personnel to assist Licensee in implementing the Know-How and
         practicing the license granted hereunder. All transfer of Know-How will
         be in the form of written documentation or verbal communications from
         Licensor's staff to Licensee's staff. To the extent practicable, all
         written documentation shall be marked as "Confidential Trade Secrets of
         ZEVEX International." In the event the Escrow Materials are released in
         accordance with the Escrow Agreement in connection with the Customer's
         proper exercise of its Manufacturing Remedy following a Call-Off Breach
         (as such terms are defined in the [***] Pump Supply Agreement), which
         Call-Off Breach is subsequently properly cured by Supplier in
         accordance with the [***] Pump Supply Agreement, Customer shall
         promptly return or destroy all Escrow Materials under its and its
         affiliates and agents control (certifying to the same), and the parties
         shall promptly re-establish the escrow under the terms of the current
         Escrow Agreement.

(d)      Quality Assurance Standards. In order for Licensee to maintain its
         license hereunder, Licensee agrees that any [***] Pump Products that
         are not manufactured by Licensor and which bear the [***] Trademarks
         will meet the Quality Assurance Standards to be agreed upon by the
         parties and attached hereto as Exhibit E (the "Quality Assurance
         Standards"), so as to protect Licensor's goodwill pertaining to the
         [***] Trademarks. Should Licensor at any time reasonably determine that
         Licensee is not manufacturing [***] Pump Products bearing the [***]
         Trademarks in accordance with the Quality Assurance Standards, Licensor
         may declare this Agreement in material breach under the termination
         provisions in Section 5 hereof.
<PAGE>

3.       License Royalty on [***] Pump Products

(a)      Base Royalty. Licensee agrees to pay Licensor a royalty on each [***]
         Pump Product manufactured by Licensee, including those products
         manufactured by Licensor under the [***] Pump Supply Agreement, or by a
         subcontract manufacturer, at the per unit royalty rate indicated in the
         attached Exhibit F. An [***] Pump Product shall be deemed manufactured
         when its manufacture is complete and the [***] Pump Product is
         commercially usable, regardless of whether it has been packaged for
         commercial use or sale, and regardless of Licensee's intended use of
         such [***] Pump Product. No royalty shall be due on any [***] Pump
         Products that are discarded or scrapped during the manufacturing
         process.

(b)      Penalty Royalty. If the [***] Pump Supply Agreement is terminated by
         Licensee for Licensor's failure to supply products under Section 18 of
         the [***] Pump Supply Agreement, then Licensee agrees to pay Licensor a
         royalty on each [***] Pump Product manufactured by Licensee, including
         those products manufactured by a subcontract manufacturer, at the per
         unit royalty rate indicated in the attached Exhibit G. An [***] Pump
         Product shall be deemed manufactured when its manufacture is complete
         and the [***] Pump Product is commercially usable, regardless of
         whether it has been packaged for commercial use or sale, and regardless
         of Licensee's intended use of such [***] Pump Product. No royalty shall
         be due on any [***] Pump Products that are discarded or scrapped during
         the manufacturing process.

(c)      Payment of Royalty. While the [***] Pump Supply Agreement is in force
         and effect, the royalty payable hereunder shall be invoiced by Licensor
         and paid by Licensee in conjunction with Licensee's payment for the
         manufacture of the [***] Pump Products in accordance with the payment
         terms of the [***] Pump Supply Agreement. If the [***] Pump Supply
         Agreement is no longer in force and effect, the royalty payable
         hereunder shall be paid within forty-five (45) days after the end of
         each calendar quarter, by wire transfer in United States currency.
         These quarterly royalty payments shall be subject to a 1.5% penalty per
         month if received beyond the due date.

(d)      Recordkeeping and Reports. Licensee shall keep full and accurate
         records and books of account of all particulars necessary for
         calculating the amounts of royalties due to Licensor hereunder. With
         each royalty payment, Licensee agrees to submit to Licensor a written
         report showing the number of [***] Pump Products manufactured in the
         quarter and the calculation of the royalty paid.

(e)      Audit Right. Licensor shall have the right, as described in this
         Section 3(d) to audit the books and records of Licensee for the sole
         purpose of determining whether Licensee has paid to Licensor the full
         amount of the royalties that are due to Licensor hereunder. Licensor
         may conduct such audit either by its employees or by independent
         contractors, who shall maintain the confidentiality of the information
         that they may review in the course of the audit. Licensor may conduct
         such an audit at reasonable times no more than twice in any calendar
         year. Licensor may conduct such an audit both during the Term of this
         Agreement and for a period of two (2) years following the termination
         of this Agreement. Licensor shall give Licensee at least ten (10)
         business days' prior written notice of such audit. During such audit,
         Licensee shall open its books and records to Licensor that are related
         to the purpose of the audit. During such audit, Licensee shall also
         make available to Licensor the appropriate personnel of Licensee, who
         may be interviewed by Licensor in connection with the audit. Any
         adjustment in the amount due to Licensor on account of overpayment or
         underpayment of royalties shall be made at the next date when royalty
         payments are due under the Agreement. Licensor shall pay the expenses
         of the audit; provided, however, if there is an underpayment in the
         royalties which exceeds two percent (2%) of the actual royalties paid
         Licensor during the period of time that is covered by the audit, then
         Licensee shall reimburse Licensor for all costs incurred by Licensor in
         conducting such audit.
<PAGE>

4.       Confidentiality

(a)      Confidential and Proprietary Information.

(i)      Licensor  Obligations  with  Respect to Licensee  Confidential
         Information.  Licensor  agrees to hold all confidential  information of
         Licensee and its affiliated  companies,  including  without limitation,
         any information  relating to Licensee's and its affiliates' business
         operations,  price lists,  manufacturing data, marketing information
         strategies,  customer or product lists, research and development
         information and all other  information  disclosed by Licensee or its
         affiliates to Licensor  ("Licensee  Confidential Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone  else nor for the  purpose of
         developing  or  improving  a product or method for anyone except
         Licensee.  Licensor  agrees  to  limit  dissemination  of  and  access
         to  Licensee  Confidential Information only to the persons within
         Licensor's  organization and Licensor's  affiliated  organizations
         and their respective third party  contractors,  subcontractors,
         manufacturers  and business  partners who have a need for access
         thereto,  and who have  entered  into a  restrictive  agreement
         prohibiting  such personnel  from doing  anything with respect to
         Licensee  Confidential  Information  that  Licensor  would itself be
         prohibited from doing under this  Agreement.  Notwithstanding
         anything to the contrary  herein, Licensor  may make  such  disclosures
         as  necessary  in  connection  with the  preparation,  filing,  and
         dissemination of its filings with the U.S.  Securities and Exchange
         Commission (e.g.,  10-Ks,  10-Qs, and 8-Ks) and/or other  disclosures
         as required by applicable  law;  provided,  however,  that it shall
         first notify  Licensee  of any such  disclosure  in order that the
         parties  may seek  appropriate  confidential
         treatment for information they deem to be confidential.

(ii)     Licensee  Obligations  with  Respect to Licensor  Confidential
         Information.  Licensee  agrees to hold all confidential  information of
         Licensor and its affiliated  companies,  including  without limitation,
         any information  relating to Licensor's and its affiliates' business
         operations,  price lists,  manufacturing data, marketing information
         strategies,  customer or product lists, research and development
         information, and all other  information  disclosed by Licensor or its
         affiliates to Licensee  ("Licensor  Confidential Information"),  in
         strict confidence and not to use any of the foregoing  commercially for
         its own benefit or that of anyone else.  Licensee  agrees to limit
         dissemination  of and access to Licensor  Confidential Information
         only to the persons  within  Numico,  Royal Numico and Nutricia,  and
         their  affiliates,  and their respective third party contractors,
         subcontractors,  manufacturers and business partners who have a
         need for access  thereto,  and who have entered into a restrictive
         agreement  prohibiting  such personnel from doing anything with
         respect to Licensor  Confidential  Information and such information
         that Licensee would  itself be  prohibited  from doing under this
         Agreement.  Notwithstanding  anything to the contrary herein,  Licensee
         may make such disclosures as necessary in connection with the
         preparation,  filing,  and dissemination  of  disclosures  as required
         by  applicable  law;  provided,  however,  that it shall first notify
         Licensor  of any such  disclosure  in order that the  parties  may seek
         appropriate  confidential treatment for information they deem to be
         confidential.
<PAGE>

(b)      Use of Confidential Information of Other Parties. Each party
         represents, warrants, and covenants that it will not use in the course
         of its performance under this Agreement, or disclose to the other
         parties hereto, any confidential or proprietary information of any
         third party (including competitors of the other parties) without the
         prior written consent of the party to whom such confidential or
         proprietary information belongs.

(c)      Disclosure Does Not Constitute a License. Neither the execution of this
         Agreement nor the disclosure of any confidential or proprietary
         information by one party to the other hereunder shall be construed as
         granting to the recipient of such information, by implication or
         otherwise, any right in, or license to, other than expressly contained
         herein, any present or future proprietary information, patent,
         trademark, copyright invention, now or hereinafter, owned or controlled
         by the disclosing party. Each party will be authorized to use the other
         party's confidential information that is disclosed hereunder only for
         such purposes as are expressly contemplated by this Agreement.

(d)      Notice of Unauthorized Disclosure. If either party becomes aware of any
         unauthorized disclosure of the other party's confidential information,
         it will immediately notify the other party of such unauthorized
         disclosure and will take all reasonable steps to mitigate the potential
         harm associated with such unauthorized disclosure.

(e)      Survival. The provisions regarding Confidential Information shall
         survive the termination or expiration of this Agreement, except that
         such obligations shall not limit Licensee's rights under the Related
         Agreements.

5.       Term and Termination

(a)      Term. The term of this Agreement began on July 20, 2004 (the "Effective
         Date") and is perpetual (the "Term"); provided, however, that the Term
         shall end (i) upon one of the events of termination set forth in the
         following Sections 5(b), 5(c) and 5(d), or (ii) upon the mutual consent
         of the parties hereto.

(b)      Termination by Licensor. This Agreement may be terminated by Licensor
         prior to the end of the Term as follows:

(i)      Upon a Bankruptcy Event of Licensee, Licensee shall notify Licensor
         thereof within one (1) business day thereof, and Licensor may elect to
         terminate the Agreement by giving written notice to Licensee within
         thirty (30) days of that notice.
<PAGE>

(ii)     Upon a Change of Control of Licensee, Licensee shall notify Licensor
         thereof within one (1) business day of the public announcement thereof,
         and Licensor may elect to terminate the Agreement by giving notice to
         Licensee within thirty (30) days of the public announcement of the
         Change of Control of Licensee.

(iii)    Upon the failure of Licensee to pay to Licensor monies when due by
         Licensee to Licensor under any of this Agreement or the Related
         Agreements, Licensor may give notice to Licensee of such non-payment.
         Thereafter, if Licensee fails to pay such monies to Licensor within
         five (5) business days of such notice, then this Agreement shall
         terminate on that 5th business day. If Licensee pays the monies due to
         Licensor within those five (5) business days, then this Agreement shall
         not terminate.
(iv)     Upon a material  breach of this  Agreement  by  Licensee,  Licensor
         may give  notice to  Licensee of such breach.  If  Licensee  fails to
         cure  such  breach  within  sixty  (60)  days of such  notice,  then
         this Agreement may be  terminated by Licensor at any time during the
         period that begins on the sixtieth  (60th) day  following  such notice
         and ends on the  ninetieth  (90th) day  following  such notice (the
         "Licensor Termination  Period") by giving  written notice of such
         termination to Licensee  before the expiration of the Licensor
         Termination  Period.  Licensor's  failure to terminate  this  Agreement
         during the Licensor Termination  Period will  constitute a waiver of
         Licensor's  rights to terminate  this Agreement by reason of the
         applicable  breach,  but will not constitute a waiver of Licensor's
         other rights and remedies under this Agreement, or a waiver of future
         similar breaches.

(v)      If Licensor terminates the [***] Pump Supply Agreement pursuant to
         Section 16(a)(ix) of the [***] Pump Supply Agreement, Licensor may give
         notice to Licensee of its intention to terminate this Agreement, and,
         if such notice is given, this Agreement shall terminate at the same
         time as the [***] Pump Supply Agreement. Once a notice of termination
         has been given by a party pursuant to this subparagraph, such notice
         shall be irrevocable except by mutual consent of the parties.

(vi)     Upon termination of the [***] Pump Supply Agreement pursuant to Section
         16(a)(iv) thereof, this Agreement shall terminate contemporaneously
         with the termination of the [***] Pump License Agreement.

(vii)    Upon an uncured material breach of the Disposable Set Components Supply
         Agreement by Licensee, Licensor may terminate this Agreement.

(viii)   Upon an uncured material breach of the Disposable Set Components
         License Agreement by Licensee, Licensor may terminate this Agreement.

(ix)     Upon termination of the Disposable Set Components Supply Agreement
         pursuant to Sections 15(a)(i), (ii) or (iii) thereof, this Agreement
         shall terminate contemporaneously with the termination of the
         Disposable Set Components Supply Agreement.
<PAGE>

(x)      Upon termination of the Disposable Set Components License Agreement
         pursuant to Sections 5(b)(i), (ii) or (iii) thereof, this Agreement
         shall terminate contemporaneously with the termination of the
         Disposable Set Components License Agreement.

(c)      Termination by Licensee. This Agreement may be terminated by Licensee
         prior to the end of the Term as follows:

(i)      Upon a Bankruptcy Event of Licensor, Licensor shall notify Licensee
         thereof within one (1) business day thereof, and Licensee may elect to
         terminate the Agreement by giving written notice to Licensor within
         thirty (30) days of that notice.

(ii)     Upon a Change of Control of Licensor, Licensor shall notify Licensee
         thereof within one (1) business day of the public announcement thereof,
         and Licensee may elect to terminate the Agreement by giving notice to
         Licensor within thirty (30) days of the public announcement.

(iii)    Upon a material  breach of this  Agreement  by  Licensor,  Licensee
         may give  notice to  Licensor of such material  breach.  If Licensor
         fails to cure such material  breach within sixty (60) days of such
         notice, then this  Agreement  may be  terminated  by  Licensee  at any
         time  during the period  that begins on the sixtieth  (60th) day
         following  such notice and ends on the ninetieth  (90th) day  following
         such notice (the "Licensee  Termination  Period") by giving written
         notice of such  termination to Licensor before the expiration of the
         Licensee  Termination  Period.  Licensee's  failure to terminate this
         Agreement  during the  Licensee  Termination  Period  will  constitute
         a waiver  of  Licensee's  rights to  terminate  this Agreement by
         reason of the  applicable  material  breach,  but will not  constitute
         a waiver of Licensee's other rights and remedies under this Agreement.

(iv)     If Licensee terminates the [***] Pump Supply Agreement pursuant to
         Section 16(a)(viii) of the [***] Pump Supply Agreement, this Agreement
         shall terminate at the same time as the [***] Pump Supply Agreement.

(d)      Cross-Termination. This Agreement shall terminate automatically and
         immediately upon the termination of the [***] Pump Supply Agreement for
         any reason (including but not limited to a termination of the [***]
         Pump Supply Agreement for Licensor's failure to meet the milestones of
         Phase 4 or Phase 5 of the Start-Up Plan under that agreement) other
         than one of the following reasons:

(i)      Upon a "Bankruptcy Event of Supplier" in Section 16(a)(v) of the [***]
         Pump Supply Agreement.

(ii)     Upon a "Change of Control of Supplier" in Section 16(a)(vi) of the
         [***] Pump Supply Agreement.
<PAGE>

(iii)    Upon a "Failure to Fulfill Call-Off" in Section 16(a)(x) of the [***]
         Pump Supply Agreement where such failure to fulfill involves the [***]
         Pump Products for periods after December 31, 2005.

(iv)     Upon  termination  of the [***] Pump Supply  Agreement  under  Section
         16(a)(xi) of the [***] Pump Supply Agreement.

(e)      Effect of Termination. Upon the termination of this Agreement, Licensee
         agrees to immediately cease using the [***] Intellectual Property and
         manufacturing the [***] Pump Products in any manner and for any
         purpose; provided, however, that Licensee shall have the right to use
         or sell any fully manufactured [***] Pump Products that it has on hand
         on the date of termination that meet the Quality Assurance Standards
         and shall pay applicable royalties thereon. No termination of this
         Agreement shall affect the rights of Licensor to accrued royalties due
         and owing as of the date of termination and to statements of account
         with any royalty payment that is made after the termination date.
         Additionally, Licensor shall have the continuing right to conduct
         audits as provided in Section 3(d) herein.

(f)      Return of Materials Upon Termination. Upon termination, expiration or
         non-renewal of this Agreement, if applicable, each party shall return
         to the other party all materials and documents containing confidential
         and proprietary information, including any copies or extracts thereof,
         and shall erase any copies thereof contained in any electronic or other
         memory device. In addition, at that time each party shall immediately
         cease and desist from using any confidential or proprietary information
         of the other parties hereto for any purpose whatsoever. Each party will
         certify in writing to the other, within thirty (30) days after any such
         termination, expiration, or non-renewal of this Agreement, that they
         have complied with this Section 5(f).

(g)      No Liability for Termination. Neither party in exercising its rights to
         terminate this Agreement in accordance with the terms and conditions
         hereof shall incur any liability whatsoever for any damage, loss or
         expense of any kind suffered or incurred by the other (or for any
         compensation to the other) arising from or incident to any such
         termination (except if such termination is for a material breach of
         this Agreement), expiration or non-renewal, whether or not the
         terminating party is aware of any such damage, loss or expense. Any
         termination hereof shall not impair any rights nor discharge any
         obligations which have accrued to the parties as of the effective date
         of such termination.

6.       Representation and Warranties

(a)      Licensor's Representations and Warranties. Licensor hereby represents
         and warrants to Licensee that:

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Licensor to enter into this
         Agreement and be legally bound by its terms has been taken;
<PAGE>

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(iv)     To the knowledge of Licensor, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Licensor
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      To the knowledge of Licensor, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Licensor
         hereunder, will conflict with, or result in the breach of, or
         constitute a default under, any contract, agreement, instrument or
         judgment to which Licensor or any officer, director, employee or
         controlling person of Licensor is a party, or which is or purports to
         be binding upon any of the foregoing persons;

(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Licensor in accordance with its terms;

(vii)    Licensor is the sole legal and beneficial owner of the [***]
         Intellectual Property;

(viii)   To the knowledge of Licensor, none of the [***] Intellectual Property
         infringes or is alleged to infringe upon any patents or other
         intellectual property rights of any third party;

(ix)     All utility Patents have been applied for in the United States, the
         European Community, Switzerland, China and Japan; and

(x)      The [***] Trademarks have either been filed or the filing process has
         been initiated in the United States, the European Community,
         Switzerland, China, and Japan.

(xi)     The Know-How comprises all trade secrets and other confidential
         information, including, without limitation, ideas, formulas,
         compositions, inventions (whether patentable or unpatentable and
         whether or not reduced to practice), the Product Specifications,
         know-how, manufacturing and production processes and techniques,
         research and development information, drawings, specifications,
         designs, plans, proposals, technical data, supplier lists and
         information, and unpublished research and development information that
         are necessary or helpful in the production of the [***] Products;
         provided, however, that Know-How does not include customer lists.

(b)      Licensee's Representations and Warranties. Licensee hereby represents
         and warrants to Licensor that:
<PAGE>

(i)      It has the full power, capacity, and right to enter into this
         Agreement;

(ii)     All corporate action necessary to authorize Licensee to enter into this
         Agreement and be legally bound by its terms has been taken;

(iii)    It knows of no pending or threatened action in law or in equity which
         adversely affects the rights granted herein, and it knows of no basis
         for any of the foregoing;

(iv)     To the knowledge of Licensee, neither the execution and delivery of
         this Agreement nor compliance with the obligations of Licensee
         hereunder, will violate any law or regulation, or any order or decrees
         of any court or government instrumentality;

(v)      Neither the execution and delivery of this Agreement nor compliance
         with the obligations of Licensee hereunder, will conflict with, or
         result in the breach of, or constitute a default under, any contract,
         agreement, instrument or judgment to which Licensee or any officer,
         director, employee or controlling person of Licensee is a party, or
         which is or purports to be binding upon any of the foregoing persons;
         and

(vi)     No action, approval, or consent, including, but not limited to, any
         action, approval, or consent by any federal, state, municipal, or other
         governmental agency, commission, board, bureau, or instrumentality is
         necessary in order to constitute this Agreement as a valid, binding,
         and enforceable obligation of Licensee in accordance with its terms.

7.       Indemnification.

(a)      Licensor's Indemnification. Licensor shall indemnify, defend and hold
         Licensee, its affiliates, and their respective officers, directors,
         employees and agents (each, a "Licensor Indemnified Party"), harmless
         from and against any and all claims, demands, losses, costs, expenses,
         obligations, liabilities, damages, recoveries and deficiencies,
         including interest, penalties, reasonable attorneys' fees, costs of
         investigation and any legal or other expenses or costs ("Losses")
         incurred or suffered by any Licensor Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         as to: (i) any violation or infringement by Licensor upon any common
         law or statutory intellectual property rights of any third party that
         arises from or relates to [***] Intellectual Property and the [***]
         Pump Products, (ii) any third party product liability claim resulting
         from a design defect of the [***] Pump Product, or (iii) any inaccuracy
         or breach in any of Licensor's representations and warranties under
         this Agreement; provided, however, that Licensor shall have no
         obligation to indemnify Licensee for any Losses to the extent such
         Losses are caused by any negligent or willful act or omission of
         Licensee; and further provided that no indemnification shall be
         available to Licensee under Section 7(a)(i) or (ii) hereof while the
         [***] Pump Supply Agreement is in effect. With respect to Section
         7(a)(i) above, Licensor shall provide, at its own cost, non-infringing
         replacements for the infringing portions of the [***] Pump Products of
         equivalent quality and effect, or obtain at its own cost the necessary
         licenses from third parties to allow Licensee to continue to market,
         sell, distribute, and promote the [***] Pump Products as contemplated
         by the parties under this Agreement.
<PAGE>

(b)      Licensee's Indemnification. Licensee agrees to indemnify, defend and
         hold harmless Licensor, its affiliates, and their respective officers,
         directors, employees and agents (each, a "Licensee Indemnified Party")
         from and against any and all Losses (as defined in Section 7(a) above)
         incurred or suffered by any Licensee Indemnified Party arising out of,
         in connection with or resulting from any claim, allegation or judgment
         (i) as to any inaccuracy or breach in any of Licensee's representations
         and warranties under this Agreement; provided, however, that Licensee
         shall have no obligation to indemnify Licensor for any Losses to the
         extent such Losses are caused by any negligent or willful act or
         omission of Licensor, or (ii) any third party product liability claim
         resulting from a manufacturing defect in the [***] Pump Product.

(c)      Indemnification Procedure for Matters Involving Third Parties.

(i)      If any third party notifies any party hereto (the "Indemnified Party")
         with respect to any matter (a "Third Party Claim") which may give rise
         to a claim for indemnification against the other party hereto (the
         "Indemnifying Party") under Section 7(a) or 7(b) (as applicable), then
         the Indemnified Party shall promptly notify the Indemnifying Party
         thereof in writing; provided, however, that no delay on the part of the
         Indemnified Party in notifying any Indemnifying Party shall relieve the
         Indemnifying Party from any obligation hereunder unless (and then
         solely to the extent) that the Indemnifying Party is prejudiced
         thereby.

(ii)     Any Indemnifying Party will have the obligation to assume the defense
         of the Third Party Claim with counsel of its choice reasonably
         satisfactory to the Indemnified Party at any time within fifteen (15)
         days after the Indemnified Party has given notice of the Third Party
         Claim; provided, however, that the Indemnifying Party must conduct the
         defense of the Third Party Claim actively and diligently thereafter in
         order to preserve its rights in this regard; and provided further that
         the Indemnified Party may retain separate co-counsel at its sole cost
         and expense and participate in the defense of the Third Party Claim.

(iii)    So long as the  Indemnifying  Party has assumed and is conducting  the
         defense of the Third Party Claim in accordance with Section 7(c)(ii)
         above,  (A) the  Indemnifying  Party will not consent to the entry of
         any judgment or enter into any  settlement  with  respect to the Third
         Party Claim  without the prior  written consent of the  Indemnified
         Party  (which  shall not be  unreasonably  withheld)  unless the
         judgment or proposed  settlement  involves  only the  payment  of
         money  damages  by one or more of the  Indemnifying Parties and does
         not impose an injunction or other  equitable  relief upon the
         Indemnified  Party and (B) the  Indemnified  Party will not consent to
         the entry of any  judgment or enter into any  settlement  with respect
         to the Third Party Claim  without  the prior  written  consent of the
         Indemnifying  Party  (which shall not be unreasonably withheld).

(iv)     If the Indemnifying Party does not assume and conduct the defense of
         the Third Party Claim in accordance with Section 7(c)(ii) above,
         however, (A) the Indemnified Party may defend against, and consent to
         the entry of any judgment or enter into any settlement with respect to,
         the Third Party Claim in any manner it reasonably may deem appropriate
         (and the Indemnified Party need not consult with, or obtain any consent
         from, any Indemnifying Party in connection therewith) and (B) the
         Indemnifying Party will remain responsible to indemnify the Indemnified
         Party under Section 7(a) or 7(b) (as applicable).
<PAGE>

(d)      Indemnification Procedure for Matters not Involving Third Parties. A
         claim for indemnification for any matter not involving a third-party
         claim may be asserted by notice to the party from whom indemnification
         is sought.

(e)      Limitations on Licensor's Liability. LICENSOR'S MAXIMUM LIABILITY TO
         LICENSEE, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY LICENSEE
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT LICENSOR'S MAXIMUM LIABILITY TO
         LICENSEE FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY LICENSEE
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. LICENSOR'S MAXIMUM
         LIABILITY TO LICENSEE, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY LICENSEE FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO LICENSOR WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.

(f)      Limitations on Licensee's Liability. LICENSEE'S MAXIMUM LIABILITY TO
         LICENSOR, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S) MADE BY LICENSOR
         UNDER THIS AGREEMENT (OTHER THAN CLAIM(S) FOR INDEMNIFICATION FOR
         PRODUCT LIABILITY CLAIM(S) BY A THIRD PARTY) SHALL IN NO EVENT EXCEED
         $1,000,000; PROVIDED, HOWEVER, THAT LICENSEE'S MAXIMUM LIABILITY TO
         LICENSOR FOR DAMAGES, IF ANY, RELATING TO CLAIM(S) MADE BY LICENSOR
         THAT ARISE OUT OF THE SAME FACTS AND CIRCUMSTANCES, WHETHER SUCH
         CLAIM(S) ARE MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS, SHALL IN NO EVENT EXCEED $1,000,000. LICENSEE'S MAXIMUM
         LIABILITY TO LICENSOR, IF ANY, FOR DAMAGES RELATING TO ANY CLAIM(S)
         MADE BY LICENSOR FOR INDEMNIFICATION FOR A PRODUCT LIABILITY CLAIM BY A
         THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INSURANCE
         PROCEEDS AVAILABLE TO LICENSEE WITH RESPECT TO SUCH CLAIM, WHETHER SUCH
         CLAIM IS MADE UNDER THIS AGREEMENT, AND/OR ANY OF THE RELATED
         AGREEMENTS.

(g)      No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF
         THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
         IN ADVANCE. The parties intend this limitation in this Section 7(g) to
         apply to the following events, among other events: (i) any claim for
         consequential damages suffered by the non-breaching party (as opposed
         to any third party) arising out of any claim by a third party for
         either product liability or infringement of intellectual property ,
         (ii) any breach by either party of its representations under this
         agreement, (iii) any non-performance or mal-performance by either party
         under this Agreement, or (iv) the termination or expiration of this
         Agreement by either party. Such incidental or consequential damages
         shall include, but shall not be limited to, loss of goodwill, loss of
         prospective profits, loss of revenue, or damages on account of any
         investment, expenditure, or commitment that is made by either party in
         reliance upon this Agreement. This limitation in this Section 7(g) is
         not intended by the parties to prevent Licensee, for example, from
         recovering from Licensor, in an indemnification claim made under
         Section 7(a)(i), the full amount that it has been required to pay to a
         third party in connection with a product liability claim brought by
         such third party against Licensee, including such incidental or
         consequential damages as may be allowed by law under that claim by that
         third party. This limitation in this Section 7(g) is, nevertheless,
         intended to prevent the non-breaching party from receiving from the
         breaching party, in an indemnification claim under Section 7(a) or
         7(b), incidental or consequential losses or damages that have been
         incurred by the non-breaching party (as opposed to any third party),
         such as lost profits, that may arise from or relate to any event under
         this Agreement.
<PAGE>

(h)      Licensor's Insurance. Licensor shall maintain in full force and effect
         throughout the Term, at its sole cost and expense, insurance with
         financially sound and established reputable insurers of the type and
         quantity (and with such risk retention) generally maintained by the
         companies of established repute in Licensor's line of business, such
         insurance to include, without limitation, products liability insurance
         and general liability insurance each, in an amount no less than ten
         million U.S. dollars (U.S. $10,000,000.00) per occurrence. Licensor
         shall, upon request, provide Licensee with a copy of any documentation
         relating to any such insurances. Licensor shall have Licensee named as
         an additional insured beneficiary, with Licensee able to claim
         thereunder as primary beneficiary and without offset or deduction
         whatsoever as a result of any insurance obtained by Licensee, and shall
         contain a waiver of subrogation by the respective insurance carrier
         against Licensee's and its affiliates' insurance carrier, with respect
         to Licensor's obligations under this Agreement.

(i)      Licensee's Insurance. Licensee shall maintain in full force and effect
         throughout the Term, at its sole cost and expense, insurance with
         financially sound and established reputable insurers of the type and
         quantity (and with such risk retention) generally maintained by the
         companies of established repute in Licensee's line of business, such
         insurance to include, without limitation, products liability insurance
         and general liability insurance each, in an amount no less than ten
         million U.S. dollars (U.S. $10,000,000.00) per occurrence. Licensee
         shall, upon request, provide Licensor with a copy of any documentation
         relating to any such insurances. Licensee shall have Licensor named as
         an additional insured beneficiary, with Licensor able to claim
         thereunder as primary beneficiary and without offset or deduction
         whatsoever as a result of any insurance obtained by Licensor, and shall
         contain a waiver of subrogation by the respective insurance carrier
         against Licensor's and its affiliates' insurance carrier, with respect
         to Licensee's obligations under this Agreement.

8.       Intellectual Property

(a)      Ownership of Product Rights/Intellectual Property Rights. Licensor has
         and will retain all right, title to, and interest in [***] Intellectual
         Property.
<PAGE>

(b)      Nationalization of Patents. Licensor will use Commercially Reasonable
         Efforts to nationalize the Patents in the following countries in the
         Territory: United Kingdom, Germany, France, Italy, Benelux, Austria,
         and China.

(c)      Notice of Infringement. Licensee shall promptly notify Licensor of any
         actual or apparent infringement of [***] Intellectual Property of which
         Licensee becomes aware. Licensor may, at its sole option and expense,
         prosecute any suit it deems necessary or appropriate to protect any of
         Licensor's rights to [***] Intellectual Property from and against
         infringement by third parties anywhere in the world and Licensee shall
         cooperate fully with Licensor in connection with any such action.

9.       New Product Development.

(a)      Innovation. Licensor will exert efforts to investigate, discuss, and/or
         develop improvements with respect to the [***] Products and/or new
         enteral feeding pumps or accessories that are advancements from the
         [***] Products (each such improvement an "Innovation") by (i)
         discussing product innovation at least annually in one of the Quarterly
         Meetings (as defined in Section 9(f) below) with Licensee and (ii)
         budgeting and maintaining sufficient marketing resources, as determined
         in Licensor's reasonable discretion, to support the discussions
         required by subsection 9(a)(i). Unless otherwise explicitly agreed in a
         writing signed by both Licensee and Licensor, Licensor will own all
         right, title to and interest in any Innovations and Licensee hereby
         assigns any right, title to, and interest in such Innovations to
         Licensor. If the parties mutually determine that an Innovation is
         Commercially Viable (as defined below), then Licensor shall spend
         annually, in the aggregate, on research and development efforts
         relating to such Innovation and any other Innovations deemed to be
         Commercially Viable under this section, up to 2% of the gross revenues
         generated under this Agreement during the same fiscal year (the
         "Invested Amount"). Licensor will be obligated to spend the Invested
         Amount on such research and development efforts from the date the
         parties both approve the project until the date that Licensor
         determines in good faith that the project is complete or that it should
         be abandoned. The Invested Amount shall be calculated in each of
         Licensor's fiscal years or a portion thereof from the beginning to the
         end of the project. For purposes of this Agreement "Commercially
         Viable" shall mean both (x) the recapture of the Invested Amount by
         Licensor within the first two years from the date of commercialization
         of the project and (y) a projected return on investment to Licensor of
         at least 10% annually over the life of the project.

(b)      Licensor Funded Product Improvements. Licensor will exert Commercially
         Reasonable Efforts to improve the [***] Products, and to develop new
         enteral f feeding pumps and accessories that are advancements from the
         [***] Products (each such improvement a "Licensor Funded Product
         Improvement"). All intellectual property and other rights associated
         with any Licensor Funded Product Improvement will belong to Licensor;
         provided, however, that Licensor will provide to Licensee a first right
         to commercialize such Licensor Funded Product Improvements in the
         Territory.

(c)      Licensee Funded Product Improvements. Licensee cannot make improvements
         to the [***] Products without Licensor's prior written consent.
         Licensee may hire Licensor to make improvements to the [***] Products,
         on terms that are mutually acceptable to Licensee and Licensor, but in
         any event the costs and expenses associated with such improvements will
         be paid for by Licensee (each such improvement a "Licensee Funded
         Product Improvement"). Any such Licensee Funded Product Improvements
         will be owned by Licensee; provided, however, that Licensor will have
         an option to license such improvements from Licensee, without the
         payment of any royalties therefore, for the purpose of manufacturing
         and selling of such Licensee Funded Product Improvements, alone or in
         combination with other products, outside of the Territory.
<PAGE>

(d)      Jointly Developed Product Improvements. If the parties agree to jointly
         develop and fund improvements to the [***] Products and/or the ZEVEX
         [***] Products (each such improvement a "Jointly Developed Product
         Improvement"), then the parties will jointly own such Jointly Developed
         Product Improvements on such terms and conditions to which they
         mutually agree. In any event, such agreement will provide that (i)
         Licensor will have a license to manufacture, use, and sell such Jointly
         Developed Product Improvement, alone or in combination with other
         products, in geographic areas outside of the Territory, and (ii)
         Licensee will have a license to use or sell such Jointly Developed
         Product Improvement, alone or in combination with other products,
         inside of the Territory.

(e)      Termination of Innovation and Product Improvements Obligations. The
         obligations of the Licensor under Section 9 shall terminate upon a
         termination of the [***] Pump Supply Agreement for any reason.

(f)      Designated Representative. Each party agrees to designate one
         individual within such party's organization to serve as such party's
         primary point of contact and representative (the "Designated
         Representative") in such party's relationship and communications with
         the other party as contemplated in this Agreement. These Designated
         Representatives shall also involve other appropriate operational,
         strategic, technical, and regulatory personnel in such communications.

(g)      Quarterly Meetings. The parties agree to hold a face-to-face meeting at
         a minimum of once each calendar quarter during the Term for such
         duration as the parties agree in good faith is necessary to address the
         various issues that may arise relating to the performance of the
         parties under this Agreement (the "Quarterly Meetings"). The location
         of the Quarterly Meetings shall alternate between Licensor's Facility
         and a Licensee facility in the Territory. The parties shall formulate
         in advance of each meeting a written agenda of material items that each
         party proposes should be considered together in the meeting. The
         parties shall make a reasonable effort to have the Designated
         Representative present at each Quarterly Meeting, as well as such other
         individuals as would be appropriate in light of the agenda for the
         meeting. Each party shall bear all of its own costs and expenses
         associated with its participation in the Quarterly Meeting. The
         parties' respective rights to request and receive information hereunder
         will not be affected or limited by any subject or matter discussed or
         planned to be discussed at any Quarterly Meeting.

10.      Survival. Any provision of this Agreement which contemplates
         performance or the existence of rights or obligations after the
         expiration, non-renewal, or termination of this Agreement shall
         expressly survive such expiration, non-renewal, or termination of this
         Agreement and shall be binding upon the party or parties obligated
         thereby in accordance with the terms of this Agreement, subject to any
         limitations expressly set forth in this Agreement.
<PAGE>

11.      Amendment or Waiver. This Agreement cannot be changed orally, and no
         modification of this Agreement shall be recognized nor have any effect,
         unless the writing in which it is set forth is signed by Licensor and
         Licensee, nor shall any waiver of any of the provisions of this
         Agreement be effective unless in writing and signed by the party to be
         charged therewith. The failure of either party to enforce, at any time
         or for any period of time, the provisions hereof, or the failure of
         either party to exercise any option herein shall not be construed as a
         waiver of such provision or option and shall in no way affect that
         party's right to enforce such provisions or exercise such option. No
         waiver of any provision hereof shall be deemed a waiver of any
         succeeding breach of the same or any other provisions of this
         Agreement.

12.      Dispute Resolution; Governing Law; Injunctive Relief.

(a)      Negotiations. The parties agree that they will attempt in good faith to
         resolve any controversy, claim, dispute or question between them
         arising out of or relating to this Agreement, including the
         construction or application of this Agreement, promptly by negotiations
         between the parties. If a controversy or claim should arise,
         appropriate representatives of the parties will meet at least once and
         will attempt to resolve the matter. Either party may request the other
         to meet within fourteen (14) days, at a mutually agreed time and place.

(b)      Mediation. If the matter has not been resolved within thirty (30) days
         of this meeting, the controversy or claim shall be submitted to
         non-binding mediation by a mediator chosen from names of mediators
         furnished by JAMS or the American Arbitration Association. The
         mediation shall occur in New York City, New York, U.S.A.

(c)      Litigation. In the event that differences concerning matters covered by
         this Agreement arise that are not resolved by mutual agreement via
         negotiations or mediation as described above, the parties agree that
         any action or proceeding arising out of or relating to this Agreement
         shall be heard and decided by a non-jury bench trial in New York City,
         New York, U.S.A. Each party hereto irrevocably submits to the
         jurisdiction of the appropriate state court covering New York City, New
         York, U.S.A., and each party hereby irrevocably agrees that all claims
         in respect of any such action or proceeding must be brought and/or
         defended in such court; provided, however, that matters which are under
         the exclusive jurisdiction of the Federal courts shall be brought in
         the Federal District Court covering New York City, New York, U.S.A.

(d)      Governing Law. The provisions of this Agreement shall be governed by
         and construed in accordance with the laws of the State of New York,
         U.S.A. (excluding any conflict of law rule or principle that would
         refer to the laws of another jurisdiction and the U.N. Convention on
         Contracts for the International Sales of Goods). EACH PARTY HERETO
         HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT
         MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR
         PROCEEDING ARISING HEREUNDER.
<PAGE>

(e)      Injunctive Relief. Each of the parties acknowledge and agree that the
         other parties will be damaged irreparably if any of the provisions of
         this Agreement (specifically including the obligations of
         confidentiality set forth in Section 4 herein) are not performed in
         accordance with their specific terms or otherwise are breached.
         Accordingly, notwithstanding any other provision in this Agreement the
         damaged party shall have the right to pursue a claim for injunctive
         relief, damages and attorneys' fees in any court of competent
         jurisdiction for the other party's breach of any covenant, agreement or
         obligation, in addition to any other relief available to them under
         this Agreement or under applicable law.

(f)      Fees. The parties shall equally split the fees of any mediation, but in
         any arbitration or permissible legal proceedings, the prevailing party
         shall be entitled to reasonable attorneys' fees, costs and other
         disbursements in addition to any other relief to which such party may
         be entitled.

13.      Counterparts. This Agreement may be executed in multiple counterparts,
         which taken together shall constitute one instrument and each of which
         shall be considered an original for all purposes.

14.      Notices. Any and all notices permitted or required to be given
         hereunder shall be deemed duly given: (i) upon actual delivery, if
         delivery is by hand; (ii) upon delivery by overnight express courier
         (i.e. DHL or FedEx); or (iii) upon facsimile transmission, so long as
         the original is then sent by overnight express courier delivery. Each
         such notice shall be sent to the respective party at the address
         indicated below:


         If to ZEVEX:                       ZEVEX International Inc.
                                            4314 ZEVEX Park Lane
                                            Salt Lake City, Utah  84123
                                            Attn: President and CEO
                                            Fax: (801) 264-1051
                                            with a copy to the CFO
                                            at the same address.

         If to Numico:                      Numico Trading B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn:  Luc Volatier, V.P. of
                                            Purchasing Worldwide
                                            Fax: 31206586159

         If to Nutricia:                    c/o Nutricia International B.V.
                                            WTC Schiphol Airport, Tower E
                                            Schiphol Boulevard 105
                                            1118 ZN Schiphol Airport
                                            The Netherlands
                                            Attn: Henk Afman, VP of
                                            Manufacturing Clinical
                                            Fax: 31206586884

<PAGE>

or such other address or facsimile number as any of the persons designated above
may have specified in a notice or communication duly given to the other
designated person as provided herein.

15. Binding Effect; Non-Assignability. This Agreement shall be binding upon and
enforceable against the parties hereto and their respective successors and
permitted assigns. Neither party shall assign or subcontract (except as
expressly allowed hereunder) its rights and obligations under this Agreement
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that either party may assign this
Agreement to an affiliate of such party.

16. Relationship of the Parties. The parties are and at all times shall be
deemed to be independent contractors and shall be wholly responsible for the
goods supplied and services performed under this Agreement. Nothing contained
herein shall be construed as creating the relationship of employer/employee or
principal/agent. Each party shall assume full responsibility for the actions of
its employees as related to the party's obligations under this Agreement.
Neither party to this agreement is hereby constituted an agent of the other for
any purpose and neither party has the authority to assume or create any
obligation, or to make any representation, warranty or guarantee for the other,
except as expressly granted or made in this Agreement.

17. Force Majeure. Neither party shall be responsible or liable for any default
in performance of this Agreement arising directly or indirectly from any cause
beyond such party's control, including fire, flood, earthquake, acts of God, war
(declared or undeclared), enemy action, embargo, strike, governmental order,
proclamation or regulation, accident, explosion, riot, insurrection, or
expropriation of the property by government authority (each such event a "Force
Majeure Event"). If a Force Majeure Event occurs, the parties will exert
reasonable efforts to mitigate the impact of such Force Majeure Event on the
business arrangements of the parties set forth in this Agreement and to
otherwise carry out the intent and accomplish the objectives of this Agreement.

18. Exhibits and Schedules. Any exhibit or schedule attached hereto is made a
part hereof and is fully incorporated herein by reference.

19. Entire Agreement. This Agreement contains the sole and complete
understanding of the parties related to its subject matter, and supersedes all
oral or written agreements concerning this subject matter made prior to the date
of this Agreement. The [***] Pump Supply Agreement and the Flocare 800 Pump
Agreement are not superceded by this Agreement, but to the extent that any terms
of this Agreement relating to the licensing of the [***] Intellectual Property
conflict with such agreements, this Agreement shall control. This amendment
hereby supercedes and replaces in its entirety the License Agreement for the
Flocare [***] Pump, executed July 20, 2004.
<PAGE>

20. Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy will be cumulative and will be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies will not
constitute a waiver of the right to pursue other available remedies.

21. Bankruptcy Provisions. It is intended by the parties to this Agreement that
in the event of Licensor's bankruptcy filing under the United States Bankruptcy
Code ("Bankruptcy Code'), this Agreement shall be treated as an executory
contract under which Licensor is a licensor of intellectual property under
Section 365(n) of the Bankruptcy Code, and that Licensee shall have all the
rights to which licensees of intellectual property are entitled to under such
section. This Agreement is an integrated agreement, and all provisions of this
agreement which are not directly related to the license of intellectual property
are intended to be supplementary to the intellectual property license granted
hereunder, within the meaning of Section 365(n)(4)(B) of the Bankruptcy Code.

22. Language; Interpretation. The language controlling the construction and
interpretation of this Agreement shall be English. Section headings are included
solely for convenience and shall not constitute a part hereof. Unless the
context otherwise requires, words importing the singular shall be deemed to
import the plural and vice versa.

23. Third Party Beneficiaries. No person or entity shall be a third-party
beneficiary of this Agreement.

24. Media Relations. Each of Licensor and Licensee agrees that during the Term
each will not, and will cause its affiliates not to, disparage each other or
release commercially sensitive information about each other in any oral,
written, or electronic public statements (including without limitation in any
securities filing with the U.S. Securities and Exchange Commission) concerning
any matters relating to or arising from this Agreement.



<PAGE>






         IN WITNESS WHEREOF, the parties enter into this Agreement effective as
of the Amendment Effective Date.

         ZEVEX INTERNATIONAL, INC.

         By:
            --------------------------------------------------
         Name:
              ------------------------------------------------
         Title:
               -----------------------------------------------

         NUTRICIA INTERNATIONAL, B.V.

         By:
            --------------------------------------------------
         Name:
              ------------------------------------------------
         Title:
               -----------------------------------------------

         NUMICO TRADING B.V.

         By:
            --------------------------------------------------
         Name:
              ------------------------------------------------
         Title:
               -----------------------------------------------










<PAGE>


                                    Exhibit A

                                [***] Trademarks

                                      [***]

<PAGE>


                                    Exhibit B

                                    Know-How

The [***] Products Know-How is documented in the following ZEVEX Device Master
Records:
<TABLE>
<CAPTION>
<S>                                  <C> <C>                                                                          <C>
---------------------------------------- --------------------------------------------------------------------------------
Device Master Record Number              Description
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] Enteral Feeding Pump, Western Europe
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] + Enteral Feeding Pump, Western Europe
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] Paediatric Enteral Feeding Pump, Western Europe
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] Enteral Feeding Pump, UK/Export
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] + Enteral Feeding Pump, UK/Export
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] Paediatric Enteral Feeding Pump, UK/Export
---------------------------------------- --------------------------------------------------------------------------------
---------------------------------------- --------------------------------------------------------------------------------
[***]                                    Flocare [***] Nurse Call
---------------------------------------- --------------------------------------------------------------------------------
</TABLE>


<PAGE>



                                    Exhibit C

                                     Patents


[***]

<PAGE>


Exhibit D

                             Product Specifications

The product specifications for the [***] Products are documented in the Flocare
[***] Enteral Feeding Pump User Requirements, ZEVEX document number [***] and
Flocare [***] Enteral Feeding Pump Nurse Call User Requirements, ZEVEX document
number [***].



<PAGE>


                                    Exhibit E

                           Quality Assurance Standards


Licensee must maintain a Quality System that complies with all of the provisions
of the European Union Medical Device Directive (MDD), 12 July 1993, 93/42/EEC,
Annex II, EC Declaration of Conformity (Full quality assurance system).


<PAGE>


                                    Exhibit F

                                    Royalties

The royalty is [***] per Flocare [***] Pump.

<PAGE>



                                    Exhibit G

                                 Penalty Royalty

The penalty royalty is [***] per Flocare [***] Pump.

<PAGE>

                                                                  Exhibit 31.01

                   CERTIFICATION OF CHIEF EXECUTIVE OFFICER,
         AS REQUIRED BY SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.


I, David J. McNally, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ZEVEX International,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I, are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

         a) All significant deficiencies and material weaknesses in the design
         or operation of internal controls over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

         b) Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.


Dated:  August 4, 2005
                                     By   /s/ David J. McNally
                                       --------------------------
                                       David J. McNally, CEO
                                      (Chief Executive Officer)








                                                                  Exhibit 31.02

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER,
          AS REQUIRED BY SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.


I, Phillip L. McStotts, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ZEVEX International,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I, are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

         a) All significant deficiencies and material weaknesses in the design
         or operation of internal controls over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

         b) Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal control over financial reporting.


Dated:  August 4, 2005
                                     By   /s/ Phillip L. McStotts
                                       -----------------------------
                                       Phillip L. McStotts, CFO
                                       (Chief Financial Officer)



<PAGE>


                                                                  EXHIBIT 32.01


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER,
          AS REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

I, David J. McNally, hereby certify pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:


         (i) The accompanying quarterly report on Form 10-Q for the quarter
ended June 30, 2005, fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended; and

         (ii) The information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of ZEVEX
International, Inc.

Dated:  August 4, 2005

                                     By   /s/ David J. McNally
                                     David J. McNally, CEO
                                    (Chief Executive Officer)

This certification accompanies the above-described Report on Form 10-Q pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.



<PAGE>


                                                                  EXHIBIT 32.02


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER,
          AS REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

I, Phillip L. McStotts, hereby certify pursuant to 18 U.S.C. Section 1350
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:


         (i) The accompanying quarterly report on Form 10-Q for the quarter
ended June 30, 2005, fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended; and

         (ii) The information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of ZEVEX
International, Inc.

Dated:  August 4, 2005

                                     By   /s/ Phillip L. McStotts
                                     Phillip L. McStotts, CFO
                                     (Chief Financial Officer)


This certification accompanies the above-described Report on Form 10-Q pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.


<PAGE>