PURCHASE AGREEMENT NO. 470563





         THIS AGREEMENT is made as of this 29th day of June, 2001, between

General Electric Company, a corporation organized under the laws of the State of

New York, acting through its GE Medical Systems business ("Buyer" or "GEMS"),

and Colorado MEDtech, Inc. ("CMED"), a corporation organized under the laws of

the State of Colorado ("Seller").



         WHEREAS, Seller manufactures MR subsystem components; and



         WHEREAS, Buyer wishes to have Seller use such experience and expertise

to manufacture products for Buyer in accordance with the requirements of Buyer

as more fully set forth in the terms and conditions of this Agreement, including

its Attachments and schedules.



         NOW THEREFORE, Seller and Buyer agree as follows:





1. INTRODUCTION



         (a) Scope. THIS AGREEMENT AND ANY ATTACHMENTS OR SCHEDULES STATE THE

TERMS AND CONDITIONS UNDER WHICH SELLER SHALL SELL TO BUYER, AND BUYER SHALL

PURCHASE FROM SELLER, THOSE PRODUCTS IDENTIFIED ON SCHEDULE 1(a) HERETO, AS WELL

AS ALL COMPONENTS, SPARE PARTS, SERVICE TOOLS, MANUALS, SOFTWARE LICENSES, DATA

AND RELATED INTERFACES WITH RESPECT THERETO (THE "PRODUCTS"). UNLESS OTHERWISE

EXPRESSLY STATED, REFERENCES TO THIS "AGREEMENT" INCLUDE ANY ATTACHMENTS OR

SCHEDULES.



         (b) Parties. Seller expressly acknowledges that this Agreement is not

intended to govern or obligate any business, division or affiliate of Buyer

other than Buyer's GE Medical Systems business, and that the term "Buyer" as

used herein shall refer to the GE Medical Systems business and to no other

business, division or affiliate of General Electric Company.





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         (c) Documents. The following attachments shall be considered an

integral part of this Agreement (the "Attachments"). The provisions of each

Attachment shall be incorporated by reference into and be deemed to be a part of

this Agreement:





         Schedule 1(a) - Products and Prices



         Schedule 3(a) - GE Offer to Extend Finished Goods Liability, dated

                         June 21, 2001



         Schedule 3(b) - GE Purchase Order No. 806537



         Schedule 8(e) - GE Purchase Order Terms and Conditions



         Schedule 15 - Non-Disclosure Letter Agreement dated June 18, 2001



         Schedule 19(a) - GE Medical Systems SRFD II RF Amplifier & Interface

                          Purchase Specification Doc. No. 2230683PSP Rev. F



         Schedule 19(b) - Purchase Orders for 3 prototype units and 10

                          pre-production SRFDII units





2. TERM



         (a) Initial Term. The term of this Agreement is from July 1, 2001

through December 31, 2002, (the "Initial Term").



         (b) Extensions. Buyer and Seller may mutually agree to extend the

Initial Term for an additional 1.5 year period ending June 30, 2004 (the

"Extension Term"). In such event, the Initial Term and the Extension Term, if

any, shall be referred to herein as the "Term". Buyer must notify Seller in

writing of its intention to extend the Initial Term on or before Dec 31, 2002.





3. QUANTITIES



         (a) Forecast. Buyer shall provide Seller with forecasts for required

Products. Such forecasts, however, shall not be binding in any way on Buyer. Any

such forecast may be modified at any time by Buyer in its sole discretion.

Forecasts shall not be binding until Buyer issues a signal or Purchase Order,

signed acknowledgment requesting a release, Supplier Signal or other such

binding commitment to purchase specified quantities ("Releases"). Additional

material Seller orders to GE forecasts are covered under Buyer's "Offer to

Extend Finished Goods Liability," attached as Schedule 3(a) hereto.



         (b) Commitment. Buyer shall be liable to Seller for any Kanban

requirements, finished goods, work in process or ordered material that cannot be

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