FORBEARANCE AGREEMENT AND FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

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Exhibit 10.18

FORBEARANCE AGREEMENT AND FIFTH AMENDMENT
TO RECEIVABLES PURCHASE AGREEMENT

        THIS FORBEARANCE AGREEMENT AND FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of March 3, 2004 (this "Forbearance and Amendment"), is by and among Edwards Lifesciences Financing LLC, a Delaware limited liability company ("Seller"), Edwards Lifesciences LLC, a Delaware limited liability company ("Servicer"), Blue Ridge Asset Funding Corporation, a Delaware corporation ("Blue Ridge"), the liquidity banks from time to time party to the Liquidity Agreement (the "Liquidity Banks;" together with Blue Ridge, the "Purchasers") and Wachovia Bank, National Association, as agent for the Purchasers (the "Agent"), and pertains to the Receivables Purchase Agreement dated as of December 21, 2000 amongst the parties hereto (as heretofore and hereby amended, the "Purchase Agreement"). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Purchase Agreement.

PRELIMINARY STATEMENTS

        WHEREAS, the Seller requests that the Agent and the Purchasers forbear from exercising their remedies under the Purchase Agreement with respect to certain Amortization Events and wishes to make certain amendments to the Purchase Agreement; and

        WHEREAS, the Agent and the Purchasers are willing to agree to such forbearance and such amendments.

        NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Forbearance. The Seller Parties have informed the Agent that (i) the Seller Parties have not produced the financial statements of the Seller required to be produced pursuant to Section 7.1(i)(I); (ii) they have not marked their master data processing records and other books and records relating to the Receivables with the legend required pursuant to Section 7.1(e)(ii); and (iii) the Seller has not had board meetings required pursuant to Section 7.1(i)(G) (the failures described in clause (i), (ii) and (iii) collectively referred to herein as the "Noncompliance"). The Noncompliance has resulted in Amortization Events pursuant to Section 9.1(d). The Agent and the Purchaser hereby agree to forbear from exercising any of their default-related rights with respect to the Noncompliance until the date which is sixty (60) days from the date hereof. If the Seller Parties comply with each of the requirements in clause (i), (ii) and (iii) above, the Agent and the Purchaser hereby agree to enter into a waiver agreement, in form and substance reasonably satisfactory to the Agent, the Purchasers and the Seller Parties, waving all Amortization Events caused by the Noncompliance.

        2.     Amendments. Exhibit I to the Purchase Agreement is hereby amended by amending and restating in its entirety the following definition appearing therein:

"Dilution Horizon Ratio"