ARTICLE 1

     As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

     1.1 Acquisition Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving Enpath, (ii) any proposal or offer for the issuance by Enpath of over 10% of its equity securities as consideration for the assets or securities of another Person, or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 10% of the equity securities or consolidated total assets of Enpath, in each case other than the Merger.

     1.2 Affiliates means with respect to a specified Person, a Person who directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

     1.3 Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by any applicable Legal Requirement to close.

     1.4 Cleanup means all actions required to (a) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment; (b) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (d) respond to any government requests for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment.

     1.5 Code means the Internal Revenue Code of 1986, as amended.

     1.6 Disclosure Schedule means the Disclosure Schedule delivered by Enpath to Purchaser dated the date of this Agreement. Any information with respect to a matter that is disclosed by Enpath to Purchaser for any purpose in the Disclosure Schedule shall be deemed to be disclosed with respect to each other representation or warranty to the extent such relationship is reasonably apparent on the face of disclosure in the Disclosure Statement. The inclusion of any item in the Disclosure Schedule shall not be deemed an admission that such item is a material fact, event or circumstance or that such item has or had, individually or in the aggregate, a Material Adverse Effect.

     1.7 Enpath Common Stock means Enpath common stock with $0.01 par value.

     1.8 Enpath Credit Agreement means the Revolving Credit and Term Loan Agreement, dated as of October 17, 2003, between Enpath and M&I Marshall & Ilsley Bank, as amended.

     1.9 Environmental Claim means any claim, action, cause of action, investigation or written notice by an Person alleging potential liability (including, without limitation, potential liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence or Release of any Hazardous Materials at any location operated by Enpath, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

     1.10 Environmental Law means any and all applicable Legal Requirements, and without limiting the foregoing, any regulations, orders, decrees, judgments or injunctions promulgated or entered into by any Governmental Entity, relating to the preservation or reclamation of natural resources, or to the management, Release (as hereinafter defined) or threatened Release of Hazardous Material (as hereinafter defined), including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq. (CERCLA), the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. 11001 et. seq., the Safe Drinking Water Act, 42 U.S.C. 300(f) et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., and any similar or implementing state or local law, and all amendments or regulations promulgated thereunder.

     1.11 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     1.12 GAAP means generally accepted accounting principles and practices in effect in the United States from time to time, applied consistently throughout the time periods involved.

     1.13 Governmental Authorization means any permit, license, franchise, approval, consent, permission, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.

     1.14 Governmental Entity means any nation, state, municipality and any federal, state, local, foreign, provincial or supranational court or governmental agency, authority, instrumentality or regulatory body.

     1.15 Hazardous Material means all explosive or regulated radioactive materials or substances; petroleum and petroleum products (including crude oil or any fraction thereof); asbestos or asbestos-containing materials; and any hazardous or toxic materials, wastes or chemicals designated, defined, listed or regulated as such pursuant to any Environmental Law.

     1.16 HSR Act means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     1.17 Intellectual Property Rights means all U.S. and foreign (i) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof (Patents), (ii) trademarks, service marks, trade names, Internet domain names, logos, slogans, trade dress, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (Trademarks), (iii) copyrights and copyrightable subject matter (Copyrights), (iv) rights of publicity, (v) computer programs (whether in source code, object code, or other form), databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing (Software), (vi) trade secrets and all confidential information, know-how, inventions, proprietary processes, formulae,

models, and methodologies, (vii) all rights in the foregoing and in other similar intangible assets, (viii) all applications and registrations for the foregoing and (ix) all rights and remedies against infringement, misappropriation, or other violation thereof with respect to the foregoing.

     1.18 Leased Real Property means all of the real property currently leased by Enpath, whether or not used in its business, all of which is disclosed in more detail in the Disclosure Schedule.

     1.19 Legal Requirement means any applicable federal, state, county, municipal, local or foreign statute, constitution, principle of common law, resolution ordinance, code, rule regulation, permit, consent, waiver, notice, approval, registration, license, judgment, order, decree, injunction or other authorization issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity or under the authority of The NASDAQ Stock Market, LLC.

     1.20 Material Adverse Effect means any effect, change, fact, event, occurrence, development or circumstance (any such item, an Effect) that, individually or together with any other Effect that has occurred prior to the date of determination of the Material Adverse Effect, that (i) is materially adverse (financial or otherwise), to the properties, business, operations, financial condition, results of operations, assets or liabilities of Enpath, taken as a whole or (ii) prohibits, or materially impedes the timely consummation of the Merger; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to constitute, nor be taken into account in determining whether there has been or will be, a Material Adverse Effect:

          (A) any change in Enpaths stock price or trading volume, or any failure by Enpath to meet published or internal revenue or earnings projections (it being understood that, except as set forth in clauses B, C, E, G and H of this definition, any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred),

          (B) any Effect that results from changes affecting Enpaths industry generally (to the extent such Effect is not disproportionate with respect to Enpath in any material respect) or the United States economy generally (to the extent such Effect is not disproportionate with respect to Enpath in any material respect),

          (C) any Effect that results from changes affecting general worldwide economic or capital market conditions,

          (D) any Effect resulting from compliance with the terms and conditions of this Agreement,

          (E) any Effect caused by an impact to Enpaths relationships with its employees, customers, suppliers or partners as a result of the announcement or pendency of the of the Offer or the Merger, or the transactions contemplated by this Agreement,

          (F) any Effect resulting from the litigation filed as Pressure Products, Inc. v. Enpath Medical, Inc., Civil Action No. 9:06-CV-121, filed in U.S. Dist. Ct. for Eastern District of Texas, Lufkin Division,

          (G) any Effect resulting from any change in any Legal Requirement after the date hereof, or

          (H) any shareholder litigation arising from allegations of a breach of fiduciary duty relating to this Agreement and the transactions contemplated hereby.

     1.21 Permitted Lien means (a) liens for Taxes that are not yet due or delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves have been taken on the financial statements contained in Enpaths SEC Reports; (b) statutory liens or landlords, carriers, warehousemens, mechanics, suppliers, materialmens or repairmens liens arising in the ordinary course of business with respect to amounts not yet overdue or are being contested in good faith by appropriate proceedings and for which adequate reserves have been taken on the financial statements contained in Enpaths SEC Reports; (c) with respect to any Leased Real Property, a Lien affecting solely the interest of the landlord thereunder and not the interest of the tenant thereunder, which does not materially impair the value or use of such Leased Real Property; (d) purchase money liens and liens securing rental payments under capital lease arrangements; and (e) liens securing indebtedness under the Enpath Credit Agreement.

     1.22 Person means any individual and any corporation, partnership, limited liability company, firm, trust, or other business entity and any Governmental Entity.

     1.23 Proceeding means any claim, action, suit, arbitration, grievance, proceeding or investigation.

     1.24 Product Liability means any liability, claim or expense (including attorneys fees) arising in whole or in part out of a breach of any product warranty (whether express or implied), strict liability in tort, negligent design or manufacture of product, negligent provision for services, product recall, or any other liability, claim or expense arising from the manufacturing, packaging, labeling (including instructions for use), marketing, or sale of products.

     1.25 Release shall have the same meaning as in CERCLA.

     1.26 Representatives means, with respect to any Person, the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives of such Person, acting in such capacity.

     1.27 Rights means options, warrants, and all other rights, convertible securities and arrangements or commitments which obligate Enpath to issue or dispose of any of its capital stock, and stock appreciation rights, performance units and other similar stock-based rights whether they obligate Enpath to issue stock or other securities or to pay cash.

     1.28 Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     1.29 Subsidiary or Subsidiaries means with respect to any party, any corporation, company, partnership or other organization, whether incorporated or unincorporated, which is or was consolidated with such party for financial reporting purposes.

     1.30 Superior Acquisition Proposal means any proposal made by a third party to acquire directly or indirectly more than 50% of the voting power of the equity securities of Enpath then outstanding or all or substantially all of the assets of Enpath, pursuant to a purchase, tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization, a sale of all or substantially all of its assets or otherwise, which Enpaths Board of Directors determines in good faith, after consultation with Greene Holcomb & Fisher or other independent financial advisor of nationally recognized reputation and consultation with outside legal counsel, to be (i) on terms more favorable from a financial point of view to the holders of Enpath Common Stock than the Offer, the Merger, and the other transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement (including any proposal by Purchaser to amend the terms of the Offer, the Merger and the other transactions contemplated by this Agreement), (ii) is not subject to any financing condition or, if financing is required, such financing is then fully committed to the Third Party or reasonably determined to be available by Enpaths Board of Directors, and (iii) reasonably capable of being completed, taking into account all financial, regulatory, legal, timing and other aspects of such proposal.

     1.31 Tax, collectively, Taxes means all federal, state, local or foreign taxes, however denominated, including any interest, penalties, criminal sanctions or additions to tax (including, without limitation, any underpayment penalties for insufficient estimated tax payments) or other additional amounts that may become payable in respect thereof (or in respect of a failure to file any Tax Return when and as required), imposed by any Governmental Entity, which taxes shall include, without limiting the generality of the foregoing, all income taxes, payroll and employment taxes, withholding taxes (including withholding taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other person or entity), unemployment insurance taxes, social security (or similar) taxes, sales and use taxes, excise taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, value added taxes, transfer taxes, profits or windfall profits taxes, licenses in the nature of taxes, estimated taxes, severance taxes, duties (custom and others), workers compensation taxes, premium taxes, environmental taxes (including taxes under Section 59A of the Code), disability taxes, registration taxes, alternative or add-on minimum taxes, estimated taxes, and other fees, assessments, charges or obligations of the same or of a similar nature.

     1.32 Tax Return, collectively, Tax Returns means all returns, reports, estimates, information statements or other written submissions, and any schedules or attachments thereto, required or permitted to be filed pursuant to Legal Requirements of any Governmental Entity Tax authority, including but not limited to, original returns and filings, amended returns, claims for refunds, information returns, ruling requests, administrative or judicial filings, accounting

method change requests, responses to revenue agents reports (federal, state or local) and settlement documents.

     1.33 Triggering Event shall occur if:

          (A) a tender offer or exchange offer relating to the securities of Enpath shall have commenced by a Third Party and Enpath shall not have sent to securityholders, within ten business days after the commencement of such tender offer or exchange offer, a statement disclosing that Enpaths Board of Directors recommends rejection of such tender offer or exchange offer;

          (B) an Acquisition Proposal is announced, and Enpath fails to issue a press release announcing its opposition to the Acquisition Proposal within ten business days after such Acquisition Proposal is announced;

          (C) Enpaths Board of Directors fails to reaffirm, unanimously and without qualification, its recommendation, or fails to publicly state, unanimously and without qualification, that the Merger is in the best interests of Enpaths shareholders within ten business days after Purchaser requests in writing that such action be taken; or

          (D) Enpaths fails to file the Schedule 14D-9 as provided in Section 2.2.3 of this Agreement.

     1.34 Third Party means any Person or group as defined in Section 13(d) of the 1934 Act, other than Purchaser or any of its Affiliates or Representatives.

     1.35 Warrants means the right to purchase, in the aggregate, 10,000 shares of Enpath Common Stock, at a price of $8.36 per share, granted by Enpath pursuant to a Warrant Agreements dated October 23, 2003 and issued to Joseph W. Caruso and Burton F. Meyers, III in connection with Enpaths acquisition of the operating assets of BIOMEC Cardiovascular, Inc. on October 23, 2003.

     1.36 The following terms have the meaning set forth in the Sections set forth below:

Defined Term		Location of Definition
Adverse Recommendations Change ss.		6.21
Affiliate Transaction ss.		4.19
Agreement ss.		Preamble Board
Recommendation ss.		2.2.1
CERCLA ss.		1.10
Certificate(s) ss.		3.6.2
Certifications ss.		4.7.1
Closing ss.		3.10
Closing Date ss.		3.10
Compensation Committee ss.		4.12.13
Confidential Information ss.		7.4.1

Defined Term		Location of Definition
Confidentiality Agreement ss.		6.2.2
Contemplated Transactions ss.		4.4.1
Continuing Directors ss.		2.3.3
Continuing Employees ss.		7.8.1
Copyrights ss.		1.17
Dissenting Shares ss.		3.8
EDGAR ss.		4.7.1
Effect ss.		1.20
Effective Time ss.		3.10
Employee Plans ss.		4.12.1
Employment Compensation Arrangement ss.		4.12.13
End Date ss.		9.1.4
Enpath ss.		Preamble
Enpath Board Recommendation ss.		7.2.2
Enpath Compensation Approvals ss.		4.12.13
Enpath Compensation Arrangement ss.		4.12.13
Enpath Disclosure Documents ss.		4.7.9
Enpath Shareholder Approval ss.		4.4.1
Enpath Shareholders Meeting ss.		7.1.1
ERISA ss.		4.12.1
ERISA Affiliate ss.		4.12.1
Exchange Agent ss.		3.6.1
Exchange Fund ss.		3.6.1
Existing Policy ss.		7.7.2
FDA ss.		4.6.2
Filed SEC Reports ss.		4.7.1
Financial Statements ss.		4.7.4
Foreign Competition Laws ss.		7.6.2
Indemnified Parties ss.		7.7.1
Lien ss.		4.5.1
Material Contracts ss.		4.16.1
Maximum Amount ss.		7.7.2
MBCA ss.		2.2.1
Merger ss.		Preamble
Merger Agreement ss.		Preamble
Merger Consideration ss.		3.5.1
Merger Sub ss.		Preamble
Minimum Condition ss.		2.1.1
Off-Balance Sheet Arrangements ss.		4.7.4
Offer ss.		Preamble
Offer Documents ss.		2.1.2
Offer Price ss.		Preamble
Options ss.		3.7.1
Patents ss.		1.17

Defined Term		Location of Definition
Permits ss.		4.13
Proxy Statement ss.		4.7.9
Purchaser ss.		Preamble
Required Approvals ss.		7.6.1
Restricted Stock Grant ss.		3.7.1
Restricted Stock Incentive Plan ss.		4.2.1
Sarbanes-Oxley ss.		4.7.1
Schedule 14D-9 ss.		2.2.3
Schedule TO ss.		2.1.2
SEC Reports ss.		4.7.1
Software ss.		1.17
Stock Plans ss.		3.7
Subsequent Offering Period ss.		2.1.1
Trademarks ss.		1.17
90% Top-Up Option ss.		2.4.1
90% Top-Up Option Shares ss.		2.4.1

     In addition, the following terms shall be interpreted as set forth below:

          (A) The words hereof, herein, and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

          (B) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice-versa.

          (C) References to the knowledge of Enpath shall refer to (i) the actual knowledge of any fact or matter by any member of Enpaths Board of Directors, or (ii) the actual knowledge, after a reasonable inquiry in connection with the preparation of the Disclosure Schedule, by Enpaths officers and Enpaths executive level employees listed on Section 1.36(C) of the Disclosure Schedule hereto, of any fact or matter.

          (D) References to an Exhibit or to a Schedule are, unless otherwise specified, to one of the Exhibits or Schedules attached to or referenced in this Agreement, and references to an Article or a Section are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

ARTICLE 2

     2.1 THE OFFER

          2.1.1 Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to the right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof (and in any event no later than seven Business Days after the date hereof), Merger Sub shall, and Purchaser shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Enpath Common Stock that, together with the shares of Enpath Common Stock then directly or indirectly owned by Purchaser, represents at least a majority of all Enpath Common Stock then outstanding on a fully-diluted basis (the Minimum Condition) and to the other conditions set forth in Annex I, Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by Enpath in writing,

          (A) the Minimum Condition may not be waived,

          (B) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Enpath Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of Enpath Common Stock, and

          (C) the Offer may not be extended except as set forth in this Section 2.1.1.

Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced. Merger Sub shall extend the Offer for successive periods of up to twenty (20) Business Days each:

     (i) if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, from time to time, until the earliest to occur of:

          (a) the satisfaction or waiver of such conditions,

          (b) the reasonable determination by Purchaser that any such condition to the Offer is not capable of being satisfied on or prior to the End Date, provided that the inability to satisfy such condition does not result from any breach of any provision of this Agreement by Purchaser or Merger Sub, and

          (c) the End Date, and

     (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period set forth by any applicable Legal Requirement.

Following expiration of the Offer, Merger Sub may, in its sole discretion, provide one or more subsequent offering periods (each, a Subsequent Offering Period) in accordance with Rule 14d-11 of the Exchange Act, if, as of the commencement of each such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer and any prior Subsequent Offering Period that number of shares of Enpath Common Stock necessary to permit the Merger to be effected without a meeting of shareholders of Enpath, in accordance with Section 302A.621 of the Minnesota Business Corporation Act (MBCA). Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Purchaser shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, all shares of Enpath Common Stock that were either:

          (A) validly tendered and not withdrawn pursuant to the Offer after the final expiration of the Offer, or

          (B) validly tendered in any Subsequent Offering Period.

          The Offer Price payable in respect of each share of Enpath Common Stock validly tendered and not withdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction for any applicable withholding Taxes.

          2.1.2 As soon as practicable on the date of the commencement of the Offer, Purchaser and Merger Sub shall:

          (A) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the Schedule TO) that shall include the summary term sheet required thereby and, as exhibits or incorporated by reference thereto, the Offer to Purchase and forms of letter of transmittal and summary of advertisement, if any, in respect of the Offer (collectively, together with any amendments or supplements thereto, the Offer Documents).

          (B) cause the Offer Documents to be disseminated to the holders of Enpath Common Stock. Enpath shall promptly furnish to Purchaser and Merger Sub in writing all information concerning Enpath that may be required by applicable securities laws or reasonably requested by Purchaser or Merger Sub for inclusion in the Schedule TO or the Offer Documents.