VASCULAR SOLUTIONS INC
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>vascular034527_ex10-18.txt
<TEXT>

                                                                   EXHIBIT 10.18


                                  PRIVATE LABEL
                               PURCHASE AGREEMENT


         THIS AGREEMENT is entered into as of this 22nd day of September, 2003
by and between MedArt Corporation, having its principal place of business at
1479 Glencrest Drive, Suite A, San Elijo Hills, San Marcos, California 92078
("Seller"), and Vascular Solutions, Inc., having its principal place of business
at 6464 Sycamore Court, Minneapolis, Minnesota 55369 ("Buyer").

1.       Product Description. This Agreement governs all of the terms and
         conditions concerning the sale by Seller to the Buyer of a certain
         specially designed product based on Seller's MedArt 426 30 watt solid
         state laser console as modified and manufactured in accordance with
         Buyer's specifications set forth on Schedule 1 hereto (the
         "Specifications") to be sold and marketed by Buyer without limitation
         as to territory under Buyer's trademarks and trade names solely for use
         in endovascular therapy of vascular conditions (the "Product").

2.       Product Specifications.

         (a)      Original Specifications. The Product sold to Buyer hereunder
                  shall meet the Specifications and shall be manufactured in
                  accordance with all applicable Quality System Regulations
                  ("QSR") of the U.S. Food & Drug Administration (the "FDA") for
                  medical devices and Seller's quality system in accordance with
                  EN46001 or EN13485. Seller also shall certify compliance of
                  the Product with all applicable UL requirements at the time of
                  sale of the Product to the Buyer.

         (b)      Changes by Seller. If at any time during the term of this
                  Agreement Seller finds it necessary or desirable to change the
                  components or manufacturing procedures of the Product or
                  effect any other change relating to the Product which would
                  result in changes in the Specifications or could reasonably
                  require notification or approval of the FDA or any other
                  regulatory agency, Seller shall not effect any such change
                  with respect to the Product until notifying and receiving
                  prior written approval from Buyer for such change, which
                  approval shall not be unreasonably delayed or withheld.

** The appearance of a double asterisk denotes confidential information that has
been omitted from the exhibit and filed separately, accompanied by a
confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


Initials:
  Buyer ________
  Seller _______


<PAGE>


         (c)      Changes by Buyer. If at any time during the term of this
                  Agreement Buyer finds it necessary or desirable to change the
                  Specifications for the Product, Buyer shall promptly notify
                  Seller in writing of the nature of such changes to the
                  Specifications. Seller and Buyer shall promptly consult with
                  each other regarding such proposed changes in the
                  Specifications. If Seller agrees to modify the Specifications
                  in accordance with Buyer's request, or otherwise as mutually
                  agreed by Seller and Buyer, all future quantities of the
                  Product shall be manufactured in accordance with the revised
                  Specifications and in accordance with a timetable mutually
                  agreed upon by Buyer and Seller. Buyer shall be responsible
                  for all inventories of Products in Seller's possession, which
                  are rendered obsolete as a result of Buyer's requested changes
                  in the Specifications. If the change in the Specifications
                  results in an increase or decrease in the cost to manufacture
                  the Product, the price for the Product manufactured under the
                  revised Specifications and purchased under this Agreement
                  shall be increased or decreased accordingly.

3.       Regulatory Submissions and Approvals. At Buyer's sole cost and expense,
         Seller shall perform all additional testing, qualifications and
         validations of the Product that are reasonably required for Buyer's
         submission of its 510(k) clearance to the FDA. All existing testing,
         qualifications and validations in Seller's possession and based on the
         MedArt 426 platform will be made available at no charge to Buyer. The
         written protocols and reports of such testing shall be completed by
         Seller, with prior review by Buyer, and Seller and Buyer shall use
         their best efforts to complete such work according to the timeline
         listed on Schedule 2. Seller shall, at Seller's expense maintain the
         approval to apply the CE mark to the Product. In the event that device
         modifications requested by Buyer result in approval expenses, the cost
         of such review and approval shall be the responsibility of the buyer.
         Other than as stated in the previous sentence, Buyer shall have
         responsibility for filing and obtaining all required consents,
         licenses, authorizations and approvals for the use and sale of the
         Product in such countries, including the United States, in which Buyer
         determines to sell the Product. All such consents, licenses,
         authorizations and approvals of the Product obtained by Buyer shall be
         held in the name of Buyer or its designee. Subject to the terms of
         Section 14 below governing confidentiality, Buyer shall have access to
         all test reports, manufacturing records and other documents of Seller
         that may be useful in obtaining or maintaining a registration for the
         Product in the United States and outside the United States and to
         facilitate the commercialization of the Product. Seller shall, at
         Buyer's sole cost and expense, provide continued regulatory assistance
         and support for the receipt and maintenance of the 510(k) clearance and
         CE mark as reasonably requested by Buyer. Buyer shall have the right to
         reference the source of its Product as supplied by Seller in its
         regulatory filings, product descriptions, sales literature and other
         descriptions of the Product.


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         The CE Product to be distributed by Buyer will have a top foil that is
         marked with the Product name and logo and have colors decided by the
         buyer. A company name will not appear on the front of the product. When
         the Product is distributed in Europe, a CE label shall be attached to
         the back of the Product as well as a label indicating the Product is
         manufactured by Seller and distributed by Buyer. It will be the
         responsibility of Buyer to attach such labels to each laser unit being
         sold in Europe. Product sold in the United States by Buyer under
         Buyer's 510(k) Clearance will not have a CE label. The name "ASAH
         Medico A/S will not be on the type label of any unit sold outside the
         CE geographic region.

         When Product is distributed in Europe, a dedicated CE-version of the
         user instruction manual shall be included with the product. This
         version will specify Seller as Manufacturer and specify Buyer as
         distributor. The Seller will provide Buyer with the CE version of the
         operator's manual. The CE version will be in British English. No
         corrections are permitted to the CE version without prior agreement by
         Seller.

4.       Purchase Terms. During the Term of this Agreement, Seller agrees to
         sell and Buyer agrees to purchase, on the terms and conditions herein
         stated, the Product. Buyer shall purchase and use the Product solely
         for endovascular treatment of vascular conditions and shall resell the
         Product only for endovascular treatment of vascular conditions. During
         the Term of this Agreement, Seller and its affiliates shall sell the
         Product manufactured in accordance with the Specifications exclusively
         to Buyer and shall not, directly or indirectly, sell the Product to any
         customer, partner, distributor or other person or entity. Conversely,
         Buyer shall purchase its requirements for the Product, for the
         Application, solely from the Seller and not from any other person or
         entity.

5.       Private Label Requirements. All Products shall bear the logos,
         trademarks and trade dress of Buyer (collectively "Buyer's Marks").
         Buyer shall provide Seller all specifications and materials necessary
         to affix Buyer's Marks to the Products or otherwise to manufacture the
         Products in accordance with Buyer's Marks.

6.       Purchase Prices.

         (a)      Initial Prices. During the Term of this Agreement, Seller
                  agrees to sell the Product to the Buyer at the prices set
                  forth in Schedule 2. The period of time from the date of FDA
                  approval of Buyer's 510(k) for the Product through one year
                  from such date shall be referred to as the First Contract
                  Year. The subsequent one-year period shall be referred to as
                  the Second Contract Year, and the subsequent one-year period
                  shall be referred to as the Third Contract Year, if this
                  Agreement is still in effect at such times.

         (b)      Price Changes. The prices set forth in Schedule 2 for Products
                  ordered shall be increased or decreased for Product ordered in
                  the Second Contract Year and the Third Contract Year by the
                  amount that the actual costs of Seller's components for the
                  Product increase or decrease over Seller's


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                  actual costs for such components purchased in the First
                  Contract Year, provided that the price may not increase by
                  more than 20% over the Term of this Agreement, not to exceed
                  the year 2005. Increased prices shall apply to all Products
                  ordered after Seller provides Buyer with written notice of
                  such price increase.

         (c)      Invoices and Payment. Seller shall invoice Buyer on each
                  shipment of the Product for the Products together with prepaid
                  freight, insurance and other costs, and payment shall be made
                  in U.S. dollars in all cases net 30 days from the date of
                  shipment. If and for so long as any invoiced amounts are due
                  but not paid, they shall accrue a service charge of 1% per
                  month or the maximum rate allowed by law, whichever is lower,
                  and Seller shall have the right, in its discretion, to require
                  payment for additional shipments by cash in advance or by
                  letter of credit.

         (d)      Taxes. The prices set forth in Schedule 2 do not include, and
                  Buyer shall be responsible for and pay, all taxes, including
                  sales, use and value added taxes, duties, assessments and
                  other governmental charges, however designated, imposed by any
                  governmental authority (other than Seller's net income taxes)
                  resulting from the sale of the Product to Buyer.

7.       Delivery, Shipping, Risk of Loss.

         (a)      Delivery. All purchases of Products by Buyer hereunder shall
                  be FOB the manufacturing facility in Hvidovre, Denmark of
                  Seller's affiliate, Asah Medico A/S. All Products will be
                  shipped directly to one of Buyer's facilities as specified by
                  Buyer. Seller will use best efforts to deliver the Product in
                  accordance with the delivery date specified in the accepted
                  purchase order. If Seller fails to deliver the Product within
                  30 days of the delivery date specified in the accepted
                  purchase order, Buyer may cancel without penalty all or any
                  portion of the purchase order.

         (b)      Shipping. All Products will be shipped by Seller freight
                  prepaid and Buyer will reimburse Seller for the actual costs
                  of such shipping. All shipments will be made through a common
                  carrier specified by Buyer, or, if Buyer does not specify a
                  carrier within fifteen (15) days before the scheduled shipment
                  date, by a carrier selected by Seller. At Buyer's discretion,
                  Seller will procure insurance on all shipments of Products
                  against damage to or loss of the Product. Such insurance so
                  provided by Seller will be billed to Buyer, and Buyer will
                  reimburse Seller for the actual costs of such insurance.
                  Unless otherwise specified by Buyer and agreed to by Seller,
                  packaging of shipments shall be in accordance with Seller's
                  customary practices. No partial shipments shall be made
                  without Buyer's written consent.

         (c)      Title and Risk of Loss. Seller shall retain title and bear the
                  risk of loss until such time as the Product has been delivered
                  to the carrier designated


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                  by Buyer or, if no such designation has occurred, Seller's
                  regular carrier at the FOB point. Seller will have no further
                  responsibility for the Products and all risk of damage to or
                  loss or delay of the Products will pass to Buyer upon the
                  delivery of the Products at the FOB point to the common
                  carrier specified by Buyer or, if none is so specified, to the
                  common carrier selected by Seller.

8.       Ordering Procedures.

         (a)      Purchase Orders. Sales of the Product will be made pursuant to
                  purchase orders issued by Buyer to Seller specifying (i)
                  quantities, (ii) order value (based on Schedule 2 hereof),
                  (iii) requested delivery dates and (iv) shipping instructions
                  and shipping address. All purchase orders are subject to
                  standard acceptance and confirmation in writing by Seller. All
                  purchase orders duly submitted in accordance with the terms of
                  this Agreement will be accepted by Seller. No accepted
                  purchase order may be modified or cancelled by Buyer without
                  the written consent of Seller. Buyer shall be entitled to use
                  its standard form of purchase order; provided, however, that
                  such purchase order shall not impose any terms not contained
                  in this Agreement or alter any of the terms contained in this
                  Agreement. In the event of any conflict between the terms of
                  any purchase order and the terms of this Agreement, the terms
                  of this Agreement shall control. For the First Contract Year,
                  Buyer shall issue a purchase order upon execution of this
                  Agreement to purchase the following number of units of the
                  Product according to the following schedule:

                  o        ** units to be delivered January 15, 2004

                  o        ** units to be delivered February 15, 2004

                  o        ** units to be delivered May 15, 2004

                  o        ** units to be delivered August 15, 2004

                  o        ** units to be delivered November 15, 2004;

                  provided, however, that if Buyer has not received its 510(k)
                  clearance for the Product by January 1, 2004, the initial
                  delivery of Products listed above will be delayed until
                  receipt by Buyer of the 510(k) clearance, with each subsequent
                  scheduled delivery in the First Contract Year delayed a
                  corresponding period of time but provided further that, in the
                  event Buyer has not received its 510(k) clearance by July 1,
                  2004, Seller shall have the option to terminate this Agreement
                  and Buyer shall be obligated to pay to Seller, by way of
                  liquidated damages and not as a penalty, $490,000.


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         (b)      Forecasts. Contemporaneously with the execution of this
                  Agreement, Buyer will submit to Seller a forecast of Buyer's
                  intended purchases of the Product during each quarter of the
                  First Contract Year. Buyer will provide Seller no later than
                  thirty (30) days prior to each succeeding quarter of each
                  Contract Year of this Agreement with an updated forecast of
                  quarterly purchases for a new twelve (12) month period. Such
                  rolling forecasts will be done in good faith for purposes of
                  facilitating Seller's manufacturing lead times, but they shall
                  not be considered binding purchase orders for purposes of this
                  Agreement.

         (c)      Amount and Delivery Dates. Buyer shall issue purchase orders
                  at times within its discretion throughout the Contract Year
                  (but not more frequently than twice a month) requesting
                  delivery no sooner than 60 days from the date of the receipt
                  of the purchase order by Seller. Each purchase order shall
                  provide for a minimum of five (5) units of the Product, but
                  Seller shall have no obligation hereunder to accept any
                  purchase order which, when taken together with all other
                  purchase orders for the relevant quarter, would exceed Buyer's
                  forecast for such quarter by more than ten (10) units of the
                  Product unless Seller expressly agrees to accept any such
                  orders.

         (d)      Minimum Purchases. Buyer agrees to purchase a minimum of
                  (i) ** units of the Product in the First Contract Year and
                  (ii) a minimum of ** units of the Product in each of the
                  Second and Third Contract Years, of which Buyer must purchase
                  at least ** units of the Product during each quarter of each
                  such Contract Year except in the quarter which corresponds
                  most closely to the third fiscal quarter of the calendar year
                  during which Buyer must purchase at least ** units of the
                  Product. In the event that Buyer fails to meet the minimum
                  purchase obligation for any Contract Year, Seller shall be
                  entitled to terminate this Agreement pursuant to Section 13 of
                  this Agreement unless Buyer cures such default prior to the
                  end of the relevant quarter or Contract Year by placing a firm
                  purchase order with Seller for the amount of the shortfall in
                  purchased Products.

9.       Complaints and Quality Control.

         (a)      Complaints. The Buyer will inform the Seller of any serious
                  adverse events or quality complaints resulting from a
                  defective Product within three (3) business days of being
                  informed thereof and will, where appropriate, provide Seller
                  with returned Product for evaluation. The Seller will perform
                  an analysis of any quality complaint or returned Product
                  promptly and will provide Buyer with a written report.
                  Defective or broken Products will be initially returned to
                  Buyer for analysis. Buyer may, at its discretion, forward any
                  defective or broken Products to Seller for repair or analysis.
                  Buyer will be responsible for all MDR reports of product in
                  the United States; however, Seller will be responsible for all
                  Vigilance reports within the EU. The cost of servicing or
                  repair of any


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                  Products under warranty shall be borne by Seller in accordance
                  with the terms of Section 11 below. The cost of servicing or
                  repair of any Products that are damaged or defective for any
                  other reason shall be paid by Buyer to Seller at Seller's then
                  current standard rates for such repair service as invoiced by
                  Seller to Buyer.

         (b)      Quality Standards. Buyer shall have access for purposes of
                  reviewing and auditing Seller's Quality Assurance Manual and
                  all quality systems employed by Seller in connection with the
                  manufacture and packaging of the Product. In addition, Seller
                  shall provide the documentation necessary to allow Buyer to
                  reference Seller's relevant regulatory file(s) in any
                  submissions with the FDA and any international regulatory
                  filings or approvals in connection with the approval of the
                  Product. Seller shall cooperate with Buyer's reasonable
                  requests for information in all FDA regulatory filings, audits
                  and approvals and Seller shall cooperate with Buyer to address
                  any GMP deficiencies noted during any FDA audit.

10.      Inspection and Acceptance. Upon receipt by Buyer of a shipment of
         Products, Buyer will have ten (10) working days to inspect the Products
         for conformity with the Specifications and the agreed quality control
         procedures and tests listed on Schedule 1 hereto. Buyer will promptly
         report to Seller any damage, discrepancy or quality control failure in
         or to a shipment of Products discovered by Buyer during the above ten
         (10) working day acceptance period and furnish written evidence or
         other appropriate documentation to Seller. If the substantiating
         evidence delivered by Buyer demonstrates that such damage,
         Specification discrepancy or quality control problem existed at the
         time of delivery of the Products at the FOB point, Seller will promptly
         deliver additional or substitute Products to Buyer in accordance with
         the terms of this Agreement. For purposes of this Agreement, Buyer
         shall be deemed to have accepted all Products shipped which have not
         been affirmatively rejected by Buyer within the ten (10) working day
         acceptance period set forth above.

11.      Warranties and Service.

         (a)      Warranties. Seller warrants that it has all rights to sell the
                  Products and that the Products, when sold to Buyer, will be
                  free and clear from all liens and encumbrances. Seller
                  warrants that the Products will meet the Specifications and
                  will be free from defects in material and workmanship at the
                  time of shipment from Seller's manufacturing facility. Such
                  warranty shall begin on the date of invoice of the Products by
                  Buyer and shall continue for one (1) year and three (3) months
                  thereafter. Seller further warrants that the manufacture of
                  the product will be in conformity with QSR's of the FDA for
                  medical devices and in compliance with ISO 9001 series
                  guidelines, and that no Product delivered under this Agreement
                  will be adulterated or misbranded within the meaning of the
                  United States Food, Drug and Cosmetic Act. No substitution of
                  Product may be made by Seller without the express written
                  consent of Buyer.


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                  Seller will, in its discretion, repair or replace or issue a
                  full refund with respect to any Product failing to meet the
                  above warranties; provided, that the defective Product is
                  returned to Seller at Seller's expense within the warranty
                  period. Seller will use commercially reasonable efforts to
                  complete any repairs and ship the Product back to Buyer within
                  eight (8) working days of Seller's receipt of the Product.
                  Seller will have no obligation to make any repairs,
                  replacements or refunds with respect to Products which are
                  rendered defective in whole or in party by accidents, the
                  fault or negligence of Buyer or its customers, as the result
                  of excessive wear and tear, or the failure of Buyer or its
                  customers to maintain or use the Products in accordance with
                  Seller's applicable operating and/or maintenance manuals. No
                  Product may be returned to Seller without a return
                  authorization approved by Seller. All replaced Products or
                  parts shall become the property of Seller and shall, at
                  Seller's instructions, be returned to Seller at Seller's
                  expense or destroyed.

         (b)      LIMITATION OF WARRANTIES, REMEDIES AND LIABILITY. THE
                  WARRANTIES SET FORTH IN THIS SECTION 11 ARE INTENDED SOLELY
                  FOR THE BENEFIT OF BUYER. ALL CLAIMS HEREUNDER SHALL BE MADE
                  BY BUYER AND MAY NOT BE MADE DIRECTLY ON SELLER BY BUYER'S
                  CUSTOMERS. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL
                  OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY
                  DISCLAIMED AND EXCLUDED BY SELLER, INCLUDING WITHOUT
                  LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES
                  ON THE PART OF THE SELLER FOR DAMAGES ARISING OUT OF OR IN
                  CONNECTION WITH THE USE, REPAIR OR PERFORMANCE OF THE
                  PRODUCTS. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY
                  AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE SELLER'S
                  LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE)
                  WITH RESPECT TO THE PRODUCTS AND ITS PERFORMANCE UNDER THIS
                  AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION
                  11(a) ABOVE. SELLER SHALL NOT BE RESPONSIBLE FOR ANY
                  INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ITS BREACH OF
                  SAID WARRANTY OR ITS PERFORMANCE OF THIS AGREEMENT.

         (c)      Service. With the delivery of the Product in the first
                  purchase order under this Agreement, Seller shall provide
                  Buyer with two (2) loaner units of the Product. Thereafter,
                  Seller shall provide Buyer with that number of loaner units of
                  the Product which at any given time during the Term of this
                  Agreement is equal to five percent (5%) of the number of
                  Products purchased, and no past due invoices by Buyer which
                  are still under warranty to meet the reasonable requirements
                  of Buyer to provide such


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                  units to its customers while units under warranty are repaired
                  or replaced as provided above. The loaner pool will be
                  adjusted (up or down) every six months to reflect the proper
                  number available to support the installed base. The loaner
                  pool can never exceed five percent (5%) of the delivered
                  units. If a situation occurs that demand a higher number, a
                  solution will be found between the Seller and Buyer, in order
                  to service the customer base as intended. Such loaner units
                  will at all times remain the property of Seller, and shall be
                  returned to Asah Medico's manufacturing facility in Hvidovre,
                  Denmark, freight and insurance prepaid, once each twelve (12)
                  months for maintenance. Seller shall continue to provide
                  service for a minimum of seven (7) years from the date of this
                  Agreement on the Products at Seller's customary rates for
                  service. Seller also shall provide an extended service
                  warranty option beyond the one (1) year warranty period at
                  Seller's then current service charges.

12.      Indemnification.

         (a)      Buyer's Indemnification. Buyer will assume full responsibility
                  with respect to the use of the Product, and it is mutually
                  agreed that Seller assumes no liabilities of any kind with
                  respect to the use by Buyer or any third party of the Product.
                  Buyer agrees to indemnify and hold harmless Seller, its
                  successors, assigns, directors, officers, agents and
                  employees, from and against any and all losses, damages or
                  expenses, including court costs and reasonable attorneys'
                  fees, resulting from or arising out of (i) the special design
                  features of the Product requested by Buyer and incorporated in
                  the Specifications, (ii) the marketing, sale or use of any
                  Product by Buyer or its customers, (iii) any modification or
                  alteration of the Products by Buyer or its customers or agents
                  without Seller's prior consent, or (iv) any acts of negligence
                  or misrepresentation by Buyer or its employees or agents,
                  unless such loss, damage or expense is the direct result of
                  the Product failing to meet the Specifications set forth
                  herein at the time of shipment from Seller's facility.

         (b)      Seller's Indemnification. Seller agrees, at its own expense,
                  to defend, indemnify and hold harmless Buyer, its successors,
                  assigns, directors, officers, agents and employees, from and
                  against any and all losses, damages or expenses, including
                  court costs and reasonable attorneys' fees, resulting from or
                  arising out of the failure of the Product to meet the
                  Specifications at the time of shipment to the Buyer.

         (c)      Indemnification Procedures. In the event that any demand or
                  claim is made or suit is commenced against an indemnified
                  party, the indemnified party shall give prompt written notice
                  to the indemnifying party and the indemnifying party shall
                  have the right to compromise such claim to the extent of its
                  own interest and shall undertake the defense of any such suit.
                  An indemnified party may engage its own counsel, at its own
                  expense, to monitor the defense of any such matter.


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13.      Term and Termination.

         (a)      Term. This Agreement shall commence on the date hereof and
                  shall terminate on the conclusion of the Third Contract Year
                  hereunder, unless sooner terminated in accordance with the
                  terms hereof or extended by the mutual agreement of the
                  parties (the "Term").

         (b)      Termination. Either party may terminate this Agreement
                  immediately and cancel any purchase orders hereunder if the
                  other party (i) assigns this Agreement or any of its rights
                  hereunder in violation of the terms of this Agreement and
                  without the prior written consent of the other party, (ii)
                  makes an assignment for the benefit of creditors, or a
                  receiver, trustee in bankruptcy or similar officer is
                  appointed to take charge of all or part of its property, (iii)
                  is adjudged a bankrupt, (iv) breaches any material term of
                  this Agreement and such breach has not been remedied within
                  thirty (30) days after written notice thereof has been given
                  to the breaching party, or (v) the other party's performance
                  of this Agreement has been prevented by an event of Force
                  Majeure for at least six (6) consecutive months pursuant to
                  Section 15(c) below. In addition, Seller may terminate this
                  Agreement immediately if the Buyer fails to purchase the
                  minimum quantities of Products pursuant to Section 8(d) hereof
                  in each relevant quarter or Contract Year unless Buyer cures
                  such default by issuing a firm purchase order to Seller for
                  the shortfall in purchased Products. Any such termination
                  shall not release Seller or Buyer from their obligations
                  arising under this Agreement prior to the effective date of
                  termination.

14.      Confidentiality.

         (a)      Definition. In the course performing under this Agreement,
                  each party may obtain information from the other party that is
                  of a proprietary or confidential nature ("CONFIDENTIAL
                  Information"). Confidential Information may include, but is
                  not limited to, trade secrets, manufacturing specifications,
                  technical data and know-how, instructional and operating
                  manuals, financial information, marketing and sales data and
                  plans, and other information or documents. Confidential
                  Information must either be in writing and clearly marked as
                  confidential or, if disclosed orally or in intangible form,
                  received under circumstances which can be reasonably
                  understood to impose an obligation of confidentiality on the
                  receiving party.

         (b)      Disclosures of Confidential Information. Neither party shall
                  at any time, either during or after the Term of this
                  Agreement, use for its own purposes or publish, disclose, or
                  otherwise divulge any of the other party's Confidential
                  Information to any person without the prior written consent of
                  the other party. Each party shall protect the Confidential
                  Information of the other party through means at least as
                  stringent as those used to protect that party's own
                  Confidential Information. Neither party shall use the


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                  other party's Confidential Information except in the course of
                  performing its obligations under this Agreement. Upon
                  termination of this Agreement for any reason, each party shall
                  immediately return to the other party all of the other party's
                  Confidential Information in its possession, custody, or
                  control.

         (c)      Limitations on Scope of Confidential Information. The term
                  Confidential Information shall not apply or shall cease to
                  apply to information which (i) can be demonstrated by
                  reasonable documentary proof to be already known to the other
                  party, (ii) is or becomes publicly known through no wrongful
                  act of the receiving party, (iii) can be demonstrated by
                  reasonable documentary proof to have been independently
                  developed by the receiving party without benefit of the
                  disclosing party's Confidential Information, or (iv) is
                  received from a third party without similar restriction and
                  without breach of this Agreement.

         (d)      Injunctive Relief. The parties acknowledge and agree that any
                  breach of this Section 14 may cause irreparable harm to the
                  non-breaching party, and therefore such party shall be
                  entitled to injunctive relief in addition to all other legal
                  remedies.

         (e)      Prior Agreement. Upon execution of this Agreement, the
                  Confidentiality Letter Agreement executed by the parties as of
                  June 21, 2003 shall terminate and be superseded by the
                  provisions of this Section 14.

15.      Force Majeure.

         (a)      Definition. "FORCE MAJEURE" means any event or condition, not
                  existing or known on the date hereof, not reasonably
                  foreseeable as of such date, and not reasonably within the
                  control of either party, that prevents in whole or in material
                  part the performance by one of the parties of its obligations
                  under this Agreement or that renders the performance of such
                  obligations so difficult or costly as to make such performance
                  commercially unreasonable.

         (b)      Notice. Upon giving written notice to the other party, the
                  party whose performance is affected by an event of Force
                  Majeure shall be released without any liability on its part
                  from the performance of its obligations under this Agreement,
                  EXCEPT for the obligation to pay any amounts due and owing,
                  but only to the extent and only for the period that such
                  performance is so affected by the event of Force Majeure. Such
                  notice shall include a description of the nature of the event
                  of Force Majeure and its cause of possible consequences. The
                  party claiming Force Majeure shall promptly notify the other
                  party of the termination of such event.

         (c)      Termination. Should the period of Force Majeure continue for
                  more than six (6) consecutive months, either party may
                  terminate this Agreement


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  Seller _______
<PAGE>


                  without liability to the other party, except for payments due,
                  upon giving written notice to the other party.

16.      Dispute Resolution.

         (a)      Negotiation. The parties agree to consult and negotiate in
                  good faith to try to resolve any dispute, controversy or claim
                  that arises out of or relates to this Agreement. The parties
                  agree that, except as provided in Section 16(b) below, neither
                  party will initiate formal dispute resolution under this
                  Agreement unless and until such party has provided written
                  notice of the potential claim to the other party and the
                  representatives of the parties shall have attempted to achieve
                  an amicable resolution of the claim; provided, however, that
                  in no event shall a party be required to delay initiation of
                  formal dispute resolution hereunder for more than a period of
                  thirty (30) days following such notice.

         (b)      Reservation for Litigation. Notwithstanding Section 16(a)
                  above and Section 16(c) below, each party expressly reserves
                  the right to seek emergency injunctive relief from a court of
                  competent jurisdiction if in such party's discretion the
                  circumstances warrant such relief. In addition, nothing in
                  this Section 16(b) shall preclude a party from seeking such
                  interim relief with respect to any disputes or claims arising
                  under this Agreement as may be available under the arbitration
                  rules as provided in Section 16(c) below. However, immediately
                  following the issuance of such injunctive relief, each party
                  shall consent to the stay of any judicial proceedings pending
                  arbitration of all underlying claims between the parties in
                  accordance with this Section 16.

         (c)      Arbitration. Subject to the rights of the parties under
                  Section 16(b) above, all disputes, claims or controversies
                  arising out of or in connection with this Agreement shall be
                  finally settled in accordance with the International
                  Arbitration Rules (the "Rules") of the International Centre
                  for Dispute Resolution of the American Arbitration Association
                  ("AAA"), as modified by Section 16(d) below. Such arbitration
                  shall be conducted before an arbitral tribunal consisting of
                  three (3) members appointed in accordance with the Rules. The
                  award of the tribunal shall be final and binding on the
                  parties, and judgment upon the award rendered by the
                  arbitrators may be entered in any court of competent
                  jurisdiction. The place of arbitration shall be New York, New
                  York, USA. At least one arbitrator shall have knowledge of or
                  experience in the medical device industry.

         (d)      Special Rules. Notwithstanding any provision to the contrary
                  in the Rules, the parties hereby stipulate that any
                  arbitration hereunder shall be subject to the following
                  special rules.

                  (i)      Each party shall have the right to request from the
                           arbitrators, and the arbitrators shall order upon
                           good cause shown, reasonable and


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  Buyer ________
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<PAGE>


                           limited pre-hearing discovery, including (1) exchange
                           of witness lists, (2) depositions under oath of named
                           witnesses, (3) written interrogatories, and (4)
                           document requests;

                  (ii)     Upon conclusion of the pre-hearing discovery, the
                           arbitrators shall promptly hold a hearing upon the
                           evidence to be presented by the parties and shall
                           promptly render a written opinion and award;

                  (iii)    The arbitrators may not award or assess punitive
                           damages against either party; and

                  (iv)     All reasonable attorney's fees and costs incurred by
                           the prevailing party in any arbitration pursuant to
                           this Agreement, and the cost of such arbitration,
                           shall be paid by the losing party to the arbitration
                           within five (5) days after receipt of written demand
                           therefore from the prevailing party following the
                           rendition of the written decision of the arbitral
                           tribunal.

         (e)      Survival. The duty of the parties to arbitrate any dispute,
                  controversy or claim under this Section 17 shall survive the
                  termination of this Agreements for any reason.

17.      Entire Agreement; Amendment. This Agreement sets forth the entire and
         only agreement between Buyer and Seller concerning the subject matter
         hereof. No provision of this Agreement can be modified or amended
         except by an explicit written amendment signed by both Buyer and
         Seller.

18.      Assignment. Neither party will have the right to assign this Agreement,
         in whole or in part, to any third party without the prior written
         consent of a duly authorized officer of the other party.
         Notwithstanding the foregoing, either party may freely assign this
         Agreement (i) to any company controlling, controlled by or under common
         control with that party; provided, that such assignment shall not
         relieve the assigning party of any of its obligations and liabilities
         under this Agreement, or (ii) to any party succeeding to the entire
         business of the party to which this Agreement relates. This Agreement
         will be binding upon and inure to the benefit of the parties and their
         successors and assigns to which such consent, if necessary, is given.

19.      General.

         (a)      Waivers. No waiver of any right or remedy hereunder will be
                  effective unless based upon a writing signed by the party
                  against whom it is sought to be enforced.

         (b)      Notices. All notices required or permitted under this
                  Agreement must be made in writing and delivered in person, by
                  certified or registered mail, postage prepaid, or by a
                  recognized international courier for second day delivery,
                  addressed to the attention of the Chief Executive Officer of
                  the


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<PAGE>


                  Buyer or the Chief Executive Officer of the Seller at the
                  respective addresses of the parties first written above, or
                  such other address as may be given by one party to the other
                  by like notice.

         (c)      Relationship. The parties are independent contractors and
                  shall not be deemed to have formed any partnership, joint
                  venture or other relationship. Neither party shall make, or
                  represent to any other person that it has the power or
                  authority to make, any financial or other commitment on behalf
                  of the other party.

         (d)      Severability. If any provision of this Agreement is declared
                  invalid or unenforceable by a court of competent jurisdiction,
                  such provision will be severed from this Agreement and the
                  remaining provisions will be unaffected thereby. The parties
                  will promptly meet and negotiate a substitute provision
                  meeting as closely as possible the intent of the invalid or
                  unenforceable provision and, with reasonable precision,
                  avoiding the defects of the original provision.

         (e)      Governing Law. This Agreement has been entered into under the
                  laws of the State of New York, USA, without regard to its
                  principles of conflicts of law, and will be governed by and
                  construed in accordance with those laws as they apply to
                  contracts entered into and carried out solely within the State
                  of New York.

         (f)      Cumulative Remedies. Subject to the terms of this Agreement,
                  all rights accorded either of the parties hereunder shall be
                  cumulative with all other rights so granted as well as any
                  rights and remedies either of them may have at law or in
                  equity.

         (g)      Headings. The Section headings in this Agreement are for
                  convenience only and shall not affect the construction hereof.

         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Agreement the day and year first
written above.


MEDART CORPORATION                           VASCULAR SOLUTIONS, INC.

By:  /s/ Jan Enemaerke                       By:  /s/ Howard Root
     -----------------------------------          ------------------------------

Its: President & Chief Operating Officer     Its: Chief Executive Officer
     -----------------------------------          ------------------------------


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<PAGE>

              SCHEDULE 1 - SPECIFICATIONS AND ACCEPTANCE STANDARDS

<TABLE>
<CAPTION>
<S>                                               <C>
------------------------------------------------- --------------------------------------------------------------------
Laser Wavelength                                  810 nm +/- 10 nm
------------------------------------------------- --------------------------------------------------------------------
Output Power                                      30 W max
------------------------------------------------- --------------------------------------------------------------------
Power Range                                       1-30 W
------------------------------------------------- --------------------------------------------------------------------
Power Increments                                  1W
------------------------------------------------- --------------------------------------------------------------------
Operating Modes                                   Continuous, Pulsed
------------------------------------------------- --------------------------------------------------------------------
Pulse Duration ON/OFF:                            Pulse mode:  10 - 1,000 milliseconds (msec)
------------------------------------------------- --------------------------------------------------------------------
                                                  CW:  No "time out" on continuous
------------------------------------------------- --------------------------------------------------------------------
Display Readout:                                  "Real Time" read out of both Time (Seconds) and Energy (Joules) on
                                                  screen while firing the laser.
------------------------------------------------- --------------------------------------------------------------------
Aiming Beam                                       Attenuable Red-5 mw max (at
                                                  source) 635 +/- 4nm.
                                                  Aiming beam will be on all the
                                                  time (both in Stand-By and
                                                  Ready modes).
------------------------------------------------- --------------------------------------------------------------------
Output                                            SMA-905 Type connector,
                                                  accepts:200 micron fibers up
                                                  to 5 W400, 600, and 1000
                                                  micron fibers up to 15 W. All
                                                  fibers to be .37 NA,
                                                  silica/silica multimode.
------------------------------------------------- --------------------------------------------------------------------
Size                                              20" x 12" x 6" overall dimensions (51cm x 30cm x 15cm)
------------------------------------------------- --------------------------------------------------------------------
Weight                                            28 lbs. or 13 kilos
------------------------------------------------- --------------------------------------------------------------------
Cooling                                           Air cooled
------------------------------------------------- --------------------------------------------------------------------
Power requirements                                110/220v suitable for U.S. and international AC input, as
                                                  specified in purchase order.  Power cord to be included for
                                                  country of use, as specified in purchase order
------------------------------------------------- --------------------------------------------------------------------
Laser Casing                                      Artwork to be applied by Seller at Buyer's specifications
------------------------------------------------- --------------------------------------------------------------------
Labeling                                          All labeling to be written under Buyer's name and artwork, to be
                                                  supplied by Buyer
------------------------------------------------- --------------------------------------------------------------------
Accessories                                       QSC -SMA converter, Foot pedal, operating manual
------------------------------------------------- --------------------------------------------------------------------
Packaging                                         Packaged in a shipping case including the foot pedal, power cord
                                                  and operating manual
------------------------------------------------- --------------------------------------------------------------------

                                           Inspection and Acceptance

------------------------------------------------- --------------------------------------------------------------------
Performance Feature:                              Acceptance Standards:
------------------------------------------------- --------------------------------------------------------------------
Run start-up and complete calibration             No failure and calibrated power transmission at +/- 20% of output
                                                  power at fiber output
------------------------------------------------- --------------------------------------------------------------------
Physical defects and damage                       No visible damage to the outer shell, screen or working components
------------------------------------------------- --------------------------------------------------------------------
</TABLE>

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  Buyer ________
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<PAGE>


                        SCHEDULE 2 - SCHEDULE AND PRICING

         Seller and Buyer shall use their best efforts to meet the following
schedule for documentation, testing, report generation and regulatory filings
and approvals for the Product:

         Seller delivers to Buyer all existing documentation for the 510(k)
submission:

         -        510(k) for the 426 platform by September 24, 2003
         -        Operating manual by September 24, 2003
         -        Service manual by September 24, 2003
         -        IEC 60601 Series testing by September 24, 2003
         -        Software validation protocol by September 24, 2003
         -        Software modifications to be incorporated by September 24,
                  2003
         -        Statement of impact on software validation by September 24,
                  2003
         -        Standards compliance statement by September 24, 2003.

         Buyer provides Seller with all changes to the Specifications, labeling
and artwork by September 24, 2003

         Seller completes all software validations by January 1, 2004

         Seller obtains CE mark authorization for the Products by November 15,
2003

         Buyer files 510(k) submission by October 1, 2003


         The price for the Product during each of the three Contract Years shall
be as follows, with quantities being cumulative over the three Contract Year
period

                                     CONSOLE
               ------------------------- -------------------------
                        QUANTITY                  PRICE
                    First ** units                  **
                    Next ** units                    *
                    Next ** units                    *
                    Next ** units                    *
                      Thereafter                     *
               ------------------------- -------------------------


         * Prices for all units in excess of ** units shall not exceed the price
for the first ** units except as provided in Section 6(b) and may be reduced
based on Seller's budgetary forecast of the cost of materials and labor at the
relevant time.


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  Buyer ________
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</TEXT>
</DOCUMENT>
