1st AMENDMENT TO BATTERY SUPPLY AGREEMENT BETWEEN WILSON GREATBATCH LTD. AND CARDIAC PACEMAKERS, INC.

                                                                   EXHIBIT 10.10

THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN

REMOVED AND REPLACED WITH AN ASTERISK, HAVE BEEN OMITTED AND

FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE

406 PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE

24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

                    1st AMENDMENT TO BATTERY SUPPLY AGREEMENT

                          BETWEEN WILSON GREATBATCH LTD.

                          AND CARDIAC PACEMAKERS, INC.

This 1st Amendment (the "Amendment") to the Battery Supply Agreement between

Wilson Greatbatch Ltd. (WGL), a New York corporation ("Seller" or "WGL"), and

Cardiac Pacemakers, Inc. d/b/a "Guidant," a Minnesota corporation ("Buyer" or

"CPI"), Seller and Buyer are collectively referred to herein as the "Parties."

This Amendment is entered into effective as