Purchase Agreement

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Exhibit 10.23

MEMORANDUM

This MEMORANDUM, dated December 3, 2005, is made by and among EDWARDS LIFESCIENCES LIMITED, a Japanese corporation (the "Seller"), APRECO, LLC, a Delaware corporation (the "Purchaser"), and CITILEASE COMPANY LTD., a Japanese corporation (the "Agent") with respect to amendments to the Receivables Purchase Agreement dated December 4, 2002 made by and among the parties hereto, as amended thereafter by the memorandum dated April 22, 2005 (all together collectively, the "Agreement"), in accordance with Article 20 of Exhibit A of the Agreement.

Article 1. Definition

Any capitalized term used herein without definition shall have the meaning ascribed thereto in the Agreement.

Article 2. Amendment

The Agreement shall be amended as follows:

(i)

Termination Date defined in Paragraph 2.A. (ix) in the Agreement shall be extended to December 3, 2008.

(ii)

Paragraph 2. G. in the Agreement shall be amended to read as follows:

The Discount shall be equal to the Purchaser's cost of funds plus (a) forty-five (45) basis points of the Capital on the Settlement Date which corresponds to the amount up to ¥ 2 billion, (b) forty (40) basis points of the Capital on the Settlement Date which corresponds to the amount over ¥ 2 billion and up to ¥ 4 billion and (c) thirty-five (35) basis points of the Capital on the Settlement Date which corresponds to the amount over ¥ 4 billion (the "Program and Liquidity Fee"). Such cost of funds shall be comprised of each of the following actual documented cos