BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]



                           MASTER PURCHASE AGREEMENT



                           Manufacturing and Supply



     This Master Purchase Agreement is effective as of June 1, 2001 (the

"Effective Date"), by and between TheraSense, Inc., a Delaware corporation

having its principal place of business at 1360 South Loop Road, Alameda,

California 94502 ("TheraSense") and Facet Technologies, LLC, a Georgia limited

liability company, having a place of business at 1850 Parkway Place, 9th Floor,

Marietta, Georgia 30067 ("Facet").



                                   RECITALS



     WHEREAS, Facet is a leader in the field of manufacturing lancing devices

and lancets for the diagnostic testing market; and



     WHEREAS, TheraSense develops and manufactures advanced blood glucose

monitoring devices for diabetics; and



     WHEREAS, TheraSense wishes to contract with Facet to manufacture certain

Products (as hereinafter defined) for use with the Freestyle blood glucose

monitoring device, as defined and described in the Specifications provided as

Exhibit B hereto, and to purchase the resulting Products from Facet; and



     WHEREAS, Facet agrees to manufacture and supply such Products to

TheraSense;



     NOW THEREFORE, in consideration of the mutual covenants contained herein,

the parties agree to the terms and conditions specified below as follows:



                                   AGREEMENT



     The terms and conditions of this agreement and Exhibits A and B hereof

(collectively the "Agreement") and any Purchase Order(s) issued hereunder, shall

govern all sale and purchase transactions pertaining to the Products, that may

be entered into by TheraSense and Facet from time to time hereafter, unless

expressly otherwise agreed in writing.



     1.  DEFINITIONS



         1.1  "Acceptance" shall mean the successful completion of a mutually

agreed upon inspection and test procedure for Products which confirms that the

tested Product meets the Specifications (as defined hereinafter).



         1.2  "Affiliate" shall mean any entity that directly or indirectly

controls, is under common control with, or is controlled by, one of the parties

to this Agreement. An entity shall be deemed to be in control of another entity

only if, and for so long as, it owns or controls more than fifty-one percent

(51%) of the shares of the subject entity entitled to vote in the election of

the



                                      -1-

<PAGE>



directors (or, in the case of an entity that is not a corporation, for the

election of the corresponding managing authority).



         1.3  "Cooperative Development Agreement" shall mean that certain

Cooperative Development Agreement between the parties dated as of December 1,

1998, as amended.



         1.4  "Engineering Change" shall mean any mechanical or process change

to any Product, including injection molding, or the manufacturing kitting, or

assembly process for any Product. An Engineering Change includes changes

originating from TheraSense or Facet that could affect the safety, performance,

reliability, serviceability, appearance, dimensions, tolerances, materials, and

composition of any bill of material of any Product.



         1.5  "FDA" shall mean the United States Department of Health and Human

Services' Food and Drug Administration.



         1.6  "Force Majeure" shall mean any act of God, earthquake, fire,

natural disaster, accident, act of government, or an act that is beyond the

reasonable control of either party.



         1.7  "Product" shall mean the lancing devices, as developed under the

CDA, and lancets for the Freestyle systems. Additional Products may be added

with the agreement of both parties.





         1.8  "Product Improvements" shall mean any modifications to the

Products or manufacturing assembly process including system kiting to enhance

performance and/or provide comparable performance at lower cost. All Product

Improvements must be approved in writing by TheraSense prior to

implementation.



         1.9  "Purchase Order" shall mean written order(s) from TheraSense to

Facet for the Products, specifically referencing this Agreement and including

the description, quantity, shipping destination, and required delivery date at

the destination.



         1.10 "Specifications" shall mean the mutually agreed upon

specifications for the Products and packaging.



         1.11 "TheraSense" as used herein shall mean TheraSense and/or its

authorized subcontractor(s), when referring to the ordering or delivery of or

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