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                                                                    Exhibit 10.6

                                               Confidential Treatment Requested.
                                          Confidential portions of this document
                                                have been redacted and have been
                                           separately filed with the Commission.

                             DISTRIBUTION AGREEMENT

THIS AGREEMENT is effective as of the last date of signature set forth herein
and is by and between ANGIODYNAMICS(R), Inc., (hereinafter "ANGIODYNAMICS"), a
Delaware Corporation having a principal place of business at 603 Queensbury
Avenue, Queensbury, New York 12804, and Medical Components Inc., (hereinafter
"MEDCOMP"), a Pennsylvania corporation, having a principal place of business at
1499 Delp Drive, Harleysville, Pennsylvania 19438.

IN CONSIDERATION of the mutual promises contained herein, the parties agree as
follows:

1.   DEFINITIONS

     1.1  "Territory" as used herein shall mean the entire world except where
          specifically indicated otherwise.

     1.2  Products" as used herein shall mean those products as set forth in
          Exhibits A, B, C, D, E ("hereinafter Exhibits A-E") attached hereto.
          Exhibits A-E may be modified from time to time, during the effective
          period of this Agreement, by the mutual written consent of the
          parties.

     1.3  "Know-how" as used herein shall include all technology and trade
          secrets necessary for the manufacture, sale, research and development,
          and marketing of the Products.

     1.4  "Patent Rights" as used herein shall include any U.S. patent, reissued
          patent or patent re-examination certificate and any foreign
          counterparts which have a claim that covers the Products which are or
          will be licensed and/or assigned to MEDCOMP including pending U.S.
          Patent Applications, as well as any and all patent rights which are
          related thereto, and any patent rights acquired in the future by
          MEDCOMP for any improvements, adaptations, modifications or derivative
          inventions having a claim that covers the Products, provided that for
          any such rights which are licensed to or will be licensed to MEDCOMP,
          MEDCOMP has been granted or will be granted a right to sublicense
          under such license or a right to assign or otherwise convey the
          license agreement to third parties.

     1.5  "Trademarks" as used herein includes all trademark(s) and trade
          name(s) pertaining to the Products and any related trade dress rights.

     1.6  "Intellectual Property Right" as used herein shall include any and to
          all rights in and to the Products in the form of Know-how, Patent
          Rights, Trademarks, and copyrights which are owned, licensed or
          otherwise possessed by MEDCOMP.

     1.7  "Specifications" shall mean the specifications for each of the
          Products and attached herewith in Exhibits A-E, as they are modified
          during the effective period of this Agreement by the mutual written
          consent of the parties.

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                                      -2-

2.   APPOINTMENT

     2.1  As designated on each of the Exhibits A, B, and E, MEDCOMP hereby
          grants to ANGIODYNAMICS the sole and exclusive distributorship,
          together with the. right to appoint others, for the Products in
          Exhibits A, B, and E throughout the Territory. MEDCOMP shall not sell,
          either directly or indirectly, any of the Products in Exhibits A, B,
          and E to any other person or entity.

     2.2  As designated on Exhibit C, MEDCOMP hereby grants to ANGIODYNAMICS the
          sole and exclusive distributorship, together with the right to appoint
          others, for the Products listed in Exhibit C throughout the United
          States, and a non-exclusive distributorship for the Products listed in
          Exhibit C, together with the right to appoint others, throughout the
          Territory, except for the United States which shall remain exclusive.
          In the United States, MEDCOMP shall not sell, either directly or
          indirectly, any of the Products in Exhibit C to any other person or
          entity.

     2.3  As designated on Exhibit D, MEDCOMP hereby grants to ANGIODYNAMICS a
          non-exclusive distributorship for the Products listed in Exhibit D
          throughout the Territory, together with the right to appoint others.

     2.4  For each of the appointments in paragraphs 2.1-2.3, ANGIODYNAMICS
          shall inform MEDCOMP of its selection of any appointees and MEDCOMP
          shall have the right to reasonably object to any such appointment.

3.   PRICE, PAYMENT, AND ORDERlNG

     3.1  The price of the Products shall be as set forth in Exhibit A-E
          attached hereto, as such price is indicated next to each Product. This
          price includes the cost of sterilization and packaging. Such prices
          shall be firm for the initial Twelve (12) month period of this
          Agreement, and thereafter, such prices may be adjusted upon Thirty (3)
          days notice to ANGIODYNAMICS by no more than Two percent (2%) per year
          or the US. consumer price index which ever is greater. The price of
          the Products as set forth in Exhibit A-E does not include any
          applicable sales and use taxes, which MEDCOMP has the legal obligation
          to pay.

     3.2  Orders for the Products shall be initiated by a written purchase order
          sent or faxed to MEDCOMP. To facilitate MEDCOMP's production schedule,
          ANGIODYNAMICS shall submit purchase orders to MEDCOMP at least
          Forty-five (45) days prior to the requested date of delivery.

     3.3  ANGIODYNAMICS purchase orders, submitted to MEDCOMP with respect to
          the Products, shall be governed by the terms and conditions of this
          Agreement.

     3.4  Full payment of the purchase price of the Products shall be net
          Forty-five (45) days and payment shall be made by check, or other
          instrument agreed to by both parties. Payment by ANGIODYNAMICS' rights
          under Paragraph 6 or as acceptance of the Products delivered.

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                                      -3-

4.   MINIMUM SALES

     4.1  ANGIODYNAMICS agrees to purchase from MEDCOMP the minimum yearly
          number of Product units for each set of Products as set forth in
          Exhibit A-E attached hereto. In the event that ANGIODYNAMICS fails to
          purchase at least 90% of the annual minimum as set forth on each
          Exhibit or the adjusted minimums if this contract is extended as set
          forth in Section 4.3, MEDCOMP, at its sole discretion, may convert the
          distributorship for those Products set forth as exclusive on that
          Exhibit for either the Territory or that portion of the Territory that
          was exclusive to a non-exclusive distributorship. Such remedy shall be
          MEDCOMP's sole and exclusive remedy in the event that ANGIODYNAMICS
          fails to purchase at least 90% of minimums as set forth above.

     4.2  It shall not be considered a material breach by MEDCOMP if they supply
          at least 90% of the minimum requirements set forth herein.

     4.3  If this Agreement is extended for an additional five-year term
          pursuant to Section 13.6, the minimum yearly number of Product units
          for each set of products will be 10% higher than the previous years'
          sales of each set of the Products:

5.   PACKAGING AND SHIPPING

     5.1  All Products shipped pursuant to this Agreement shall be packaged,
          labeled, and shipped in accordance with ANGIODYNAMICS' instructions.
          All freight, insurance, and other shipping expenses, as well as
          applicable taxes and duties, shall be borne by ANGIODYNAMICS. Each
          shipping container must be marked to show quantity, order, number, lot
          number, contents, and shipper's name. A packing slip showing this
          information shall be included with the shipment. A Certificate of
          Compliance shall accompany each lot within the shipment.

     5.2  Title to and risk of loss of the Products shall pass to ANGIODYNAMICS
          from MEDCOMP at the point of destination, ANGIODYNAMICS' receiving
          dock.

     5.3  MEDCOMP agrees to ship the Products with not less than three years
          remaining on its stated expiration date.

6.   SPECIFICATIONS

     6.1  The Products shall meet the Specifications attached herewith in
          Exhibits A-E. ANGIODYNAMICS reserves all right to return, at MEDCOMP's
          sole expense, any Product not meeting said Specifications.
          ANGIODYNAMICS must inform MEDCOMP within Forty Five (45) days of
          receipt of Product if it believes that any Product fails to meet the
          Specification. In the event that MEDCOMP is unable to replace such
          returned Product with an acceptable Product within Forty-Five (45)
          days, such failure shall be considered a material breach of this
          Agreement.

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                                      -4-

7.   REGULATORY

     7.1  MEDCOMP shall produce all Products in accordance with all applicable
          regulatory laws, rules, and regulations. MEDCOMP will permit
          ANGIODYNAMICS, or its designated representative, to perform vendor
          audits of MEDCOMP's facilities and procedures. MEDCOMP will notify
          ANGIODYNAMICS of any FDA inspections, observations, and/or'483's. Any
          observations/483's shall be given to ANGIODYNAMICS in writing within
          30 days of the inspection. Further, MEDCOMP will provide ANGIODYNAMICS
          with a Certificate of Compliance, a Sterilization Certificate, and
          certification of non-pyrogenicity for each batch/lot of Products
          shipped. MEDCOMP will allow ANGIODYNAMICS, or its designated
          representative, subject to the confidentiality provisions herein, to
          inspect the Products' Design History Files and will also allow
          confidential access to all technical documentation necessary to
          demonstrate compliance with the European Medical Device Directive.
          Additionally, MEDCOMP will notify ANGIODYNAMICS of any proposed'
          changes in raw materials, components, processes, or labeling, at least
          Ninety (90) days prior to such action and must obtain ANGIODYNAMICS'
          written approval for such changes, which shall not be unreasonably
          withheld. MEDCOMP guarantees that no Products sold pursuant to this
          Agreement are adulterated or misbranded within the meaning of The
          Federal Food, Drug and Cosmetics Act (hereinafter the "Act"), and
          further guarantees that no Products sold pursuant to this Agreement
          are barred from introduction into inter-state commerce under the
          provisions in Sections 404, 505 or 512 of the Act.

     7.2  All customer complaints for the Products will be processed through
          ANGIODYNAMICS' Customer Service Department. Once a complaint has been
          received, it is the responsibility of ANGIODYNAMICS to forward a copy
          of the complaint within five (5) working days to MEDCOMP. If MEDCOMP
          receives such a complaint, MEDCOMP will notify ANGIODYNAMICS within
          five (5) working days. MEDCOMP agrees to perform an investigation of
          each customer complaint and forward complaint results in writing to
          ANGIODYNAMICS within a reasonable time considering the nature of the
          complaint. ANGIODYNAMICS agrees to complete the complaint file and
          respond to the customer. MEDCOMP agrees to comply with all applicable
          regulatory laws, rules and regulations for reporting of customer
          complaints by manufacturers. ANGIODYNAMICS agrees to comply with all
          applicable regulatory laws, rules and regulations for the reporting of
          customer complaints by distributors.

     7.3  Recalls. Each party agrees to notify the other party promptly if any
          of the Products are the subject of a recall, market withdrawal or
          correction and the parties shall cooperate in the handling and
          disposition of such recall, market withdrawal or correction. MEDCOMP
          shall be responsible for the costs of such recall, market withdrawal
          or correction, except to the extent that such recall, market
          withdrawal or correction is due to ANGIODYNAMICS' improper storage,
          handling, distribution or marketing of the Products in which case
          ANGIODYNAMICS shall be responsible for the costs of such recall,
          market withdrawal or correction.

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                                      -5-

8.   LABELS AND LABELING

     8.1  MEDCOMP shall have the obligation to design and produce all labels,
          labeling, and inserts for the Products, other than the pouch and box
          labels

     8.2  ANGlODYNAMICS shall have the obligation to design and produce the
          pouch and box labels for the Products.

     8.3  ANGIODYNAMICS may waive the obligation to design and produce the pouch
          and box labels for the Products, if both parties agree in writing that
          MEDCOMP labels are to be used.

     8.4  Each party shall obtain the other party's prior written approval for
          the labels if they have designed, prior to production of the same.

     8.5  MEDCOMP shall have the responsibility to apply all labels, including
          the pouch and box labels to the Products

     8.6  MEDCOMP agrees that the labeling may include the ANGIODYNAMICS'
          trademark.

     8.7  ANGIODYNAMICS agrees that the Products and/or their packaging shall
          bear, where appropriate, MEDCOMP's trademarks, and a statutory
          indication of the patent number or the legend "US. patent pending" or
          "U.S. pat. pending" in the U.S. and any required foreign patent
          marking where foreign patent rights exist.

     8.8  MEDCOMP shall allow the addition of the ANGIODYNAMICS trademark to all
          currently published literature and educational materials associated
          with the Products.

9.   WARRANTIES

     9.1  MEDCOMP warrants that the (i) title to all Product conveyed hereunder
          is good, (ii) the Products delivered hereunder are free from any
          security interest or other lien or encumbrance, (iii) the Products
          shall be delivered free of the rightful claim of any third party by
          way of infringement of any patent or trademark, and (iv) the Products
          will be manufactured in accordance with the product specifications,
          (v) the Products are fit for the purposes described in the
          instructions for use and shall be free any defects that may effect the
          intended use, (vi) the Products shall be manufactured, produced, and
          delivered to ANGIODYNAMICS in accordance with all applicable laws,
          rules, and regulations, (vii) MEDCOMP agrees to indemnify, defend and
          hold harmless ANGIODYNAMICS, its customers, and users of the Products
          from all loss, damages, cost, or expense, including reasonable
          attorney's fees, arising from the breach by MEDCOMP of the
          aforementioned warranties.

10.  OPTION FOR FUTURE LICENSE OR TECHNOLOGY TRANSFER

     10.1 In the event that MEDCOMP elects not to continue manufacturing the
          Products, or in the event that this Agreement is terminated for a
          failure to supply as set forth in this Agreement, or due to MEDCOMP's
          insolvency or bankruptcy, MEDCOMP agrees to negotiate in good faith a
          royalty-bearing non-exclusive license or sublicense to make, use or
          sell Products under the Patent Rights to ANGIODYNAMICS, provided such
          ability and right to license or sublicense is available to MEDCOMP.

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                                      -6-

     10.2    In the event that MEDCOMP ceases manufacturing the Products, to the
             extent such cessation is within MEDCOMP's control, MEDCOMP will
             provide ANGIODYNAMICS with written notice, Six (6) months in
             advance of the. anticipated date of cessation of manufacture.

     10.3    In the event a license or sublicense is successfully negotiated in
             accordance with Paragraphs 10.1, MEDCOMP agrees to cooperate with
             ANGIODYNAMICS and to train ANGIODYNAMICS' personnel on manufacture,
             design, assembly, quality control and packaging of the Products for
             a period of Six (6) months at no cost to ANGIODYNAMICS, and to
             transfer any manufacturing Know-how.

11.  IMPROVEMENTS

     11.1    ANGIODYNAMICS shall have the right to develop design improvements
             for the Products, and if developed solely by ANGIODYNAMICS any
             associated Intellectual Property rights shall belong solely to
             ANGIODYNAMICS and such Products shall become part of this Agreement
             asset forth in paragraph 11.2.

     11.2    In the event that such design improvements are developed by
             ANGIODYNAMICS, the parties agree to amend this Agreement to add
             such improvements to the Products as set forth on Exhibit A-E.

     11.3    ANGIODYNAMICS and MEDCOMP shall have the right to cooperate in
             development of design improvements for the Products. In the event
             ANGIODYNAMICS and MEDCOMP jointly develop design improvements for
             the Products, any associated Intellectual Property rights shall
             belong to ANGIODYNAMICS and MEDCOMP jointly and shall become part
             of this Agreement and shall be added as improvements to the
             Products as set forth on Exhibit A-E.

     11.4    MEDCOMP shall have the right to develop design improvements for the
             Products and in the event that such design improvements are
             developed solely by MEDCOMP, MEDCOMP shall solely own all
             Intellectual Property rights to such improvements. The parties
             agree to amend this Agreement to add such improvements to the
             Products on Exhibit A-E.

12.  INTELLECTUAL PROPERTY

     12.1    MEDCOMP shall retain all of its rights, title and interest in and
             to its patents, copyrights, trademarks, trade names, and all other
             industrial and intellectual property. Except as otherwise expressly
             provided in this Agreement, ANGIODYNAMICS shall have no right,
             title or interest in any industrial or intellectual property
             relating to the Products, except to marketing and promotional
             materials and reports and all marketing data and all intellectual
             property relating thereto. Nothing herein shall be construed as a
             license or other grant of rights in any of the Intellectual
             Property of either party.

     12.2    Validity and Infringement of MEDCOMP's Patents:

     12.2.1. In the event ANGIODYNAMICS or MEDCOMP become aware of any actual or
             threatened infringement of any MEDCOMP patents, that party shall
             promptly notify the other.

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                                       -7-

      12.2.2. MEDCOMP shall have the first and exclusive right, but not the
obligation, to bring and control any infringement action against any person or
entity materially infringing any MEDCOMP Patent Rights directly or
contributorily and shall have the first right, but not the obligation, to defend
any MEDCOMP Patent Rights against any challenge to the validity and
enforceability of that patent in the Courts of the United States or in the
United States Patent and Trademark Office or in any foreign jurisdiction. At the
request of MEDCOMP, ANGIODYNAMICS agrees to cooperate with MEDCOMP, at MEDCOMP's
sole cost, in any lawsuit on any of the Patent Rights, including being named as
a party, if necessary.

      12.2.3. MEDCOMP shall bear the full cost of any action brought by MEDCOMP
regarding its Patent Rights and shall be entitled to all recovery from such
lawsuit.

13.   TERM AND TERMINATION

      13.1    Subject to earlier termination as provided in this Section 13,
              this Agreement shall be for a term of Five (5) years.

      13.2    Either party shall have the right to terminate this Agreement by
              written notice to the other party immediately upon the occurrence
              of the following:

      13.2.1. The bankruptcy or insolvency of the other party, or the
              commencement of any proceedings by or against the other party
              seeking receivership, trusteeship, bankruptcy, reorganization,
              assignments for the benefit of creditors or similar proceedings.

      13.2.2. Failure of the other party to cure any material breach (a failure
              by AngioDynamics to purchase the minimum requirements of each
              Product shall not be deemed a material breach for purposes of this
              Agreement) of this Agreement within Sixty (60) days after written
              notice of such breach. In the event ANGIODYNAMICS purchases Sixty
              percent (60%) or less of its minimum requirement for any Product,
              ANGIODYNAMICS shall lose its exclusivity rights, if any, to that
              Product. Furthermore, in the event ANGIODYNAMICS purchases Forty
              percent (40%) or less of its minimum requirement for any product,
              MEDCOMP shall have the right, upon written notice to
              ANGIODYNAMICS, to cancel this Agreement as to such Product and
              make any arrangements MEDCOMP believes is appropriate, in its sole
              and absolute discretion, to sell such Product through other
              individuals or entities.

      13.2.3. Upon the mutual written consent of both parties.

      13.3    ANGIODYNAMICS may terminate this Agreement immediately, if
              MEDCOMP, for any reason, is unable to supply Products that meet
              the product Specifications to ANGIODYNAMICS for a period of Ninety
              (90) days.

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                                       -8-

      13.4    Upon termination of this Agreement, for any reason other than
              ANGIODYNAMICS' failure to pay for the Products, MEDCOMP shall
              honor ANGIODYNAMICS' orders that were placed prior to the
              effective date of termination and ANGIODYNAMICS shall pay for such
              orders and make any other payments due to MEDCOMP pursuant to the
              terms of this Agreement. Notwithstanding that ANGIODYNAMICS'
              rights to purchase the product for distribution and sale have
              ceased, ANGIODYNAMICS shall be entitled to sell or otherwise
              dispose of the Products then remaining in its inventory.

      13.5    Termination of the Agreement shall not relieve, nor be construed
              as relieving either party of any obligation or liability to the
              other party arising out of, or in connection with, such party's
              breach of, or failure to perform, any covenant, agreement or duty
              contained in or pursuant to this Agreement. It is expressly agreed
              that Paragraphs 7 and 9 shall survive until all products are sold
              from inventory by ANGIODYNAMICS, paragraph 15 shall survive in
              accordance with the terms of that paragraph, and paragraphs 14, 16
              and 18 hereof shall survive the termination of this Agreement.

      13.6    If all minimums are met per this Agreement the terms of this
              contract will be extended for an additional five-year term.

14.   CONFIDENTIALITY

      14.1    Each party acknowledges and agrees that information of a
              confidential nature ("Confidential Information") may be disclosed
              by one party ("disclosing party") to the other party ("receiving
              party") pursuant to this Agreement. The receiving party agrees
              that, except as required by law, it will retain such Confidential
              Information in confidence and will not disclose, publish or make
              use of all or any part of such Confidential Information given to
              it by the disclosing party for any purpose other than those
              specified in this Agreement, without first obtaining the
              disclosing party's written consent. Notwithstanding the foregoing,
              the obligations specified herein shall not apply to any
              Confidential Information that is demonstrated to fall within any
              of the following categories: (a) to any Confidential Information
              which now is or hereinafter becomes publicly known or available
              otherwise than through unauthorized disclosure by the receiving
              party, and (b) to any Confidential Information which the receiving
              party received in good faith from a third party who is not under a
              similar restriction of confidentiality and having a right to
              disclose the information, and (c) to any Confidential Information
              that was already in the receiving party's possession or can be
              proven to have been independently developed by the receiving
              party, after disclosure hereunder, without the aid, application or
              use in any way of the Confidential Information received from the
              disclosing party under this Agreement, and (d) to any Confidential
              Information which is required by law or judicial order should be
              disclosed.

      14.2    The receiving party represents that it has procedures designed to
              protect Confidential Information and agrees that it shall impose
              upon its employees and agents the same obligations with respect to
              the other disclosing party's Confidential Information as it
              imposes upon them with respect to its own Confidential
              Information.

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                                       -9-

15.   INSURANCE

      15.1    MEDCOMP warrants that it has product liability insurance in the
              amount of at least $3,000,000. (Three Million Dollars). MEDCOMP
              shall provide ANGIODYNAMICS with a Certificate of Insurance
              indicating such coverage, and shall have ANGIODYNAMICS named as an
              additional insured under its policy. MEDCOMP agrees to provide
              said coverage for the duration of this Agreement and for a period
              of three years following the termination of this , contract as
              provided in Section 13.

16.   INDEMNIFICATION

      16.1    MEDCOMP agrees to indemnify and hold ANGIODYNAMICS harmless from
              and against any and all costs, losses, liability, damages and
              expense claims (including reasonable attorneys' fees) made by any
              person or entity arising out of the manufacturing, processing,
              marketing, distribution, sale and use of the - Products, where and
              to the extent such damages have been cause by the negligence,
              recklessness or willful misconduct of MEDCOMP or its employees or
              agents, or relate in any way to the Products as set forth in
              Exhibit A-E.

      16.2    ANGIODYNAMICS agrees to indemnify MEDCOMP from and against any and
              all costs, losses, liability and expense claims (including
              reasonable attorneys' fees) made by any person or entity arising
              out of the marketing, distribution and sale of the Products, where
              and to the extent such damages have been caused by the negligence,
              recklessness or willful misconduct of ANGIODYNAMICS or its
              employees or agents.

      16.3    The indemnifying party shall have the right to defend or, at its
              option, settle such claims, and if it chooses to exercise such
              right, it shall have control over any such claim or settlement
              negotiations. The indemnifying party shall be relieved of the
              foregoing obligations unless the indemnified party gives prompt
              notice in writing of any such claim, suit or proceeding and, at
              the indemnifying party's expense, gives the indemnifying party
              proper and full information and assistance to settle and/or defend
              any such claim, suit, or proceeding.

17.   ARBITRATION

      17.1    If any dispute or claim arising under this Agreement cannot be
              readily resolved by the parties, the parties agree to refer the
              matter to a panel consisting of one (1) senior executive from each
              party (or an affiliated company of the party) for review and
              resolution. The senior executive shall preferably not have been
              directly involved in the claim or dispute. A copy of the Agreement
              terms, relevant facts, areas of disagreement and a concise summary
              of basis of each side's contention will be provided to both
              executives who shall review the same, and attempt to reach a
              mutual resolution of the issue. The senior executives shall meet
              and attempt to resolve the dispute within thirty (30) days of
              their appointment. If the dispute or claim cannot be resolved by
              the senior executive panel within forty-five (45) days of the date
              of the senior executives' conference, a party may refer the matter
              to binding arbitration.

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                                      -10-

      17.2    The parties agree that all disputes, controversies or claims
              arising out of or , relating to this Agreement, with the exception
              of any disputes concerning the terms governing enforcement of any
              of MEDCOMP Patent Rights, shall be finally resolved and/or
              otherwise settled by arbitration in accordance with the
              arbitration rules of the American Arbitration Association then in
              force. The parties will not be asked to take any action that is
              illegal in any country. Each party shall bear its own costs and
              shall jointly share the costs of the arbitration, except to the
              extent that either of the parties shall be found to have acted
              maliciously or without justification under the terms of the
              Agreement by the arbitrators in which case the losing party shall
              bear all expense and legal fees of the other. The award of the
              arbitrators shall be final and conclusive and binding on both
              parties.

      17.3    The number of arbitrators for all arbitration in accordance with
              paragraph l7.2 of this Article shall be three (3): one shall be
              appointed by ANGIODYNAMICS, one shall be appointed by MEDCOMP, and
              a third arbitrator shall be selected jointly by those two
              arbitrators and who shall be president of the arbitration panel.
              The arbitrators shall be appointed within sixty (60) days
              following notification of a dispute requiring resolution by
              arbitration. If one party fails to appoint an arbitrator within
              such time period, the other party may abandon arbitration and seek
              resolution in a court of appropriate jurisdiction or seek
              appointment of two (2) objectives, court-approved arbitrators
              within thirty (30) days of the failure of the party to initially
              appoint an arbitrator, one of such court-approved arbitrators to
              act on behalf of the party failing to initially appoint an
              arbitrator, and one of whom will act as president of the
              arbitration panel. If the party failing to initially appoint an
              arbitrator has a reasonable objection for good cause to any such
              court-approved arbitrators selected by the other party, the
              objecting party shall suggest an alternative arbitrator within
              thirty (30) days, or forfeit its right to object to any of the
              chosen court-approved arbitrators.

      17.4    In construing the rights and obligations of the parties to this
              Agreement and the other agreements associated herewith, the
              arbitrators shall apply the law of the state of New York and the
              place of arbitration shall be in the Commonwealth of Pennsylvania
              at a neutral location to be agreed to by the parties, but shall
              not be in the place of business of either party.

      17.5    If insofar as the arbitration award is deemed not to have the
              force and validity of a legal judgment, the award nonetheless
              shall be binding on the Parties as if agreed between themselves.

      17.6    When any dispute occurs and when any dispute is under
              arbitration, except for the matters under dispute, the parties
              shall, within reason and to the extent practical, continue to
              exercise their remaining respective rights, and fulfill their
              remaining respective obligations under this Agreement hereunder
              during the period of arbitration or dispute.

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                                      -11-

18.   PROPERTY RIGHTS

      18.1    If the parties agree that this Agreement shall not affect
              ownership of patents, trademarks, trade names, inventions,
              copyrights, know-how, and trade secrets, the use of the other
              party's aforementioned property rights is authorized only for the
              purposes herein set forth, and upon termination of the Agreement
              for any reason such authorization shall cease.

19.   FORCE MAJEURE

      19.1    No performance of either party shall be excused to the extent that
              performance is rendered impossible by strike, fire, flood,
              governmental acts, or orders, or restrictions, failure of
              suppliers, or any other reason where failure to perform is beyond
              the reasonable control of and is not caused by the negligence of
              the non-performing party.

20.   ASSIGNMENT

      20.1    This Agreement shall be binding upon and inure to the benefit of
              the parties hereto and their successors and assigns; provided,
              however, that neither party shall assign, any of its rights or
              delegate any of its duties of performance hereunder without the
              prior written consent of the other party, which shall not be
              unreasonably withheld; provided that such consent shall not be
              necessary to make an assignment to an entity that is, (a) an
              organization of which more than fifty (50%) percent of the voting
              stock is controlled or owned directly or indirectly by either
              party to this Agreement; (b) an organization that directly or
              indirectly owns or controls more than fifty (50%) percent of the
              voting stock of either party to this Agreement; (c) an
              organization, the majority ownership of which is directly or
              indirectly common to the majority ownership of either party to
              this Agreement.

21.   WAIVER

      21.1    All waivers hereunder must be made in writing. Course of conduct
              between the parties, whether or not contrary to the terms of this
              Agreement, shall not be construed as a waiver of any of the terms
              of this Agreement. Failure by any party to require the other
              party's performance of any obligation under this Agreement shall
              not affect, limit, or waive the other party's right to require
              strict performance of that obligation any time thereafter. The
              waiver of any breach of a provision of this Agreement shall not be
              construed in any way as a waiver of any continuing or succeeding
              breach of such provision or modification of the provision.

22.   CAPACITY

      22.1    Both parties warrant that they have the legal capacity to enter
              into this Agreement and that they have not signed any other
              agreement which could conflict with the terms of this Agreement.

<PAGE>

                                      -12-

23.    AGENCY

       23.1   Nothing contained in this Agreement shall be construed as a
              license or create a joint venture or establish any other
              relationship of similar nature between the parties.

24.    INVALIDITY

       24.1   Should any provision of this Agreement be ruled invalid, the
              remaining provisions shall not be affected and shall remain in
              full force and effect. The parties shall in such an instance
              endeavor to replace the invalidated provision by a valid provision
              with similar intent

25.    ENTIRE AGREEMENT

       25.1   This Agreement constitutes the entire Agreement between the
              parties hereto, and all prior or other agreements or
              representations, whether written or oral, are of no force or
              validity and are hereby superseded. The parties specifically
              acknowledge and agree that upon the execution of this Agreement,
              this Agreement shall supercede and replace all prior agreements
              between the parties inc1udingwithout limitation the distribution
              agreements dated March 18, 1998, and August 27, 1996. The parties
              hereby confirm expressly that the Agreement was freely negotiated
              by them.

26.    HEADINGS

       26.1   The headings in this Agreement are inserted for convenience of
              reference only, and shall not affect the interpretation of this
              Agreement.

27.    NOTICES

       27.1   Any notice required by this Agreement shall be deemed to have been
              given when sent by certified mail, return receipt requested, or by
              receipted messenger service, or by Facsimile (with a confirmatory
              copy sent by receipted certified mail), to the party to be
              notified at the following addresses, or to such other addresses as
              is supplied by one party to the other:

              If to ANGIODYNAMICS:                    President & CEO
                                                      603 Queensbury Avenue
                                                      Queensbury, NY 12804
                                                      Facsimile#: (518) 798.3625

              If to MEDCOMP:                          President & CEO
                                                      1499 Delp Drive
                                                      Harleysville, PA 19438
                                                      Facsimile#: (215) 513.2203

<PAGE>

                                      -13-

28.    GOVERNING LAW

       28.1   The validity, construction, interpretation and enforcement of this
              Agreement, or any breach thereof, shall be governed by the laws of
              the State of New York. However, any arbitration conducted
              hereunder shall be conducted in the Commonwealth of Pennsylvania.

       IN WITNESS WHEREOF, the parties have by their duly authorized officers,
executed this Agreement..

ANGIODYNAMICS, Inc.                             MEDICAL COMPONENTS, INC.

By:  /s/ Eamonn P. Hobbs                        By:  /s/ [Illegible]

Title: President and CEO                        Title: President

Date: 22 March, 2002                            Date: March 24, 2002

<PAGE>

                                                                       EXHIBIT A

SchonCath(R)Long Term Catheter
Exclusive World Wide Agreement*

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
PRODUCT         PRODUCT                   UNIT              ANNUAL MIN BY YEAR (1/2/3/4/5)
NO.             DESCRIPTION               PRICE        1        2         3         4        5
------------------------------------------------------------------------------------------------
<S>             <C>                       <C>         <C>      <C>       <C>       <C>      <C>

10800201        SchonCath 14cm            $***        ***      ***       ***       ***      ***
------------------------------------------------------------------------------------------------
10800202        SchonCath 16cm            $***
------------------------------------------------------------------------------------------------
10800203        SchonCath 18cm            $***
------------------------------------------------------------------------------------------------
10800204        SchonCath 20cm            $***
------------------------------------------------------------------------------------------------
10800205        SchonCath 22cm            $***
------------------------------------------------------------------------------------------------
10800206        SchonCath 24cm            $***
------------------------------------------------------------------------------------------------
10800208        SchonCath 45cm            $***
------------------------------------------------------------------------------------------------
10800209        SchonCath 55cm            $***
------------------------------------------------------------------------------------------------
10800301        Cutting Insertion Tray    $***
------------------------------------------------------------------------------------------------
10800302        Blunt Insertion Tray      $***
------------------------------------------------------------------------------------------------
10800401        Venous Adapters           $***
------------------------------------------------------------------------------------------------
10800402        Arterial Adapters         $***
------------------------------------------------------------------------------------------------
10800501        Peelaway sheaths          $***
------------------------------------------------------------------------------------------------
10800502        Peelaway sheaths-long     $***
------------------------------------------------------------------------------------------------
10800601        Tunnelers - Blunt         $***
------------------------------------------------------------------------------------------------
10800602        Tunnelers - Sharp         $***
------------------------------------------------------------------------------------------------
</TABLE>

       *  AngioDynamics shall purchase the annual minimum number of products
          units referenced in the chart above for each respective year from the
          list of products on said chart.

Kit

1 - Appropriate Catheter
1 - 13ga Red Compression Collar
1 - 13ga Blue Compression Collar
1 - 10F Tesio Venous Catheter Extension
1 - 10F Tesio Arterial Catheter Extension
2 - Compression Ring
1 - CSR Wrap
1 - #11 Blade Scalpel
1 - 2-0 Silk Suture w/Curved Needle
1 - .038 x 70cm Marked GW (Schon)
1 - 3M Tegaderm Oval
2 - Modified Tunneler
1 - Oval Tearaway Sheath/Dilator
1 - Angio GW Direction Sheet
1 - Angio Adaptor Direction Sheet
1 - Angio Direction Sheet
1 - Oval Sheath Tearaway Clip
2 - Injection Port
1 - 18ga Introducer Needle
1 - Red Robert's Mini Clamp
1 - Blue Robert's Mini Clamp

Catheter

1 - Appropriate Schon Catheter
1 - 13ga Red Compression Collar
1 - 13ga Blue Compression Collar
1 - 10F Tesio Venous Catheter Extension
1 - 10F Tesio Arterial Catheter Extension
1 - CSR Wrap
1 - Angio Adaptor Direction Sheet
1 - Angio Direction Sheet
2 - Injection Port
1 - Blue Robert's Mini Clamp
1 - Red Robert's Mini Clamp
2 - Compression Ring

---------------------
*** Confidential material redacted and filed separately with the Commission.

Confidential Exhibits              14                                   03/21/02

<PAGE>

Cutting Insertion Tray

1 - 13ga Red Compression Collar
1- 13ga Blue Compression Collar
1 - 10F Tesio Venous Catheter Extension
1 - 10F Tesio Arterial Catheter Extension
2 - Compression Ring
1 - CSR Wrap
1 - #11 Blade Scalpel
1 - 2-0 Silk Suture w/Curved Needle
1 - .038 x 70cm Marked GW (Schon)
1 - Tegaderm Oval
2 - Modified Tunneler
1 - Oval Tearaway Sheath/Dilator
1 - Angio GW Direction Sheet
1 - Angio Adaptor Direction Sheet
1 - Angio Direction Sheet
1 - Oval Sheath Tearaway Clip
2 - Injection Port
1 - 18ga x 2 3/4" Introducer Needle
1 - Red Robert's Mini Clamp
1 - Blue Robert's Mini Clamp

Venous Adapters

1 - 13ga Blue Compression Collar
1 - 10F Tesio Catheter Venous Extension
1 - Compression Ring.
1 - Angio Adaptor Direction Sheet

Tearaway Sheath

1 - Oval Tearaway Sheath/Dilator
1 - Oval Sheath Tearaway Clip

Blunt Tunnelers

1 - Blunt Tunneler for Tesio Catheter

Blunt Insertion Tray

1 - 13ga Red Compression Collar
1 - 13ga Blue Compression Collar
1 - 10F Tesio Venous Catheter Extension
1 - 10F Tesio Arterial Catheter Extension
2 - Compression Ring
1 - CSR Wrap
1 - #11 Blade Scalpel
1 - 2-0 Silk Suture w/Curved Needle
1 - .038 x 70cm Marked GW (Schon)
1 - Tegaderm Oval
2 - Blunt Tunneler for Tesio Catheter
1 - Oval Tearaway Sheath/Dilator
1 - Angio GW Direction Sheet
1 - Angio Adaptor Direction Sheet
1 - Angio Direction Sheet
1- Oval Sheath Tearaway Clip
2 - Injection Port
1 - 18ga x 2 3/4" Introducer Needle
1 - Red Robert's Mini Clamp
1 - Blue Robert's Mini Clamp

Arterial Adaptors

1 - 13ga Red Compression Collar
1 - 10F Tesio Catheter Arterial Extension
1 - Compression Ring
1 - Angio Adaptor Direction Sheet

Tearaway Sheath - Long

1 - 20cm Oval Tearaway Sheath/Dilator
1 - Oval Sheath Tearaway Clip

Sharp Tunnelers

1 - Modified Tunneler for Tesio Catheter

Confidential Exhibits              15                                   03/21102

<PAGE>

                                                                       EXHIBIT B

Schon XL Acute Dialysis Catheters
Exclusive World Wide Agreement*

--------------------------------------------------------------------------------
PRODUCT      PRODUCT                  UNIT     ANNUAL MIN BY YEAR (1/2/3/4/5)
NO.          DESCRIPTION              PRICE      1     2     3     4     5
--------------------------------------------------------------------------------
10801701     Schon XL 15cm - Cath     $***      ***   ***   ***   ***   ***
--------------------------------------------------------------------------------
10801702     Schon XL 20cm - Cath     $***
--------------------------------------------------------------------------------
10801703     Schon XL 24cm - Cath     $***
--------------------------------------------------------------------------------
10800701     Schon XL 15cm - Set      $***
--------------------------------------------------------------------------------
10800702     Schon XL 20cm - Set      $***
--------------------------------------------------------------------------------
10800703     Schon XL 24cm - Set      $***
--------------------------------------------------------------------------------
10802701     Schon XL 15cm - Tray     $***
--------------------------------------------------------------------------------
10802702     Schon XL 20cm - Tray     $***
--------------------------------------------------------------------------------
10802703     Schon XL 24cm - Tray     $***
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

 * AngioDynamics shal1 purchase the annual minimum number of product units
   referenced in the chart above for each respective year from the list of
   products on said chart.

Catheter

1 - Appropriate Schon XL Catheter
1 - Hemocath Clip
1 - Angio Direction Sheet
2 - Injection Port

Set

1 - Appropriate Schon XL Catheter
1 - #11 Blade Scalpel
1 - .035 x 70cm J-Flex GW
1 - Tegaderm Oval
1 - Hemo-Cath Clip
1 - 2-0 Curved Monofilament Suture
1 - 12F x 6" Vessel Dilator
1 - 14F x 6" Vessel Dilator
1 - Angio GW Direction Sheet
1 - Angio Direction Sheet
2 - Injection Port
1 - 18ga x 2 3/4" Introducer Needle


Tray

1 - Appropriate Schon XL Catheter
2 - CSR Wrap
4 - 4" x 4" Gauze
2 - 5cc Luer Lock Syringe
1 - 25ga x 5/8" Needle
1 - 22ga x 1 1/2" Vessel Locating Needle
1 - #11 Blade Scalpel
1 - Povidone Iodine Swabsticks
1 - Surgical Gloves
1 - 5cc Ampule Lidocaine
2 - l0cc Luer Lock Syringe
1 - 18ga x 1 1/2" Aspirating Needle
1 - .035 x 70cm J-Flex GW
1 - Fenestrated Drape
1 - Hemostat
1 - Tegaderm Oval
1 - Hemocath Clip
1 - 2-0 curved Monofilament Suture
1 - 15F x 6" Vascu-Sheath
1 - 12F x 6" Vessel Dilator
1 - 14F x 6" Vessel Dilator
1 - Angio GW Direction Sheet
1 - Angio Direction Sheet
2 - Injection Port
1- 18ga x 2 3/4" Introducer Needle

_________________
*** Confidential material redacted and filed separately with the Commission.

Confidential Exhibits                  16                              03/21/02

<PAGE>

                                                                       EXHIBIT C

Dynamic Flow
USA Exclusive Agreement
Rest of World (ROW) Non-Exclusive Agreement*

--------------------------------------------------------------------------------
PRODUCT      PRODUCT            UNIT     ANNUAL ESTIMATES BY YEAR
 NO.         DESCRIPTION        PRICE    (Units)
                                USA         1   2   3   4   5
--------------------------------------------------------------------------------
 10300701    D.F. 24cm - Set    $***       *** *** *** *** ***
--------------------------------------------------------------------------------
 10300702    D.F. 28cm - Set    $***
--------------------------------------------------------------------------------
 10300703    D.F. 32cm - Set    $***
--------------------------------------------------------------------------------
 10300704    D.F. 36cm - Set    $***
--------------------------------------------------------------------------------
 10300705    D.F. 55cm - Set    $***
--------------------------------------------------------------------------------
 10300601    D.F. 24cm - Tray   $***
--------------------------------------------------------------------------------
 10300602    D.F. 28cm - Tray   $***
--------------------------------------------------------------------------------
 10300603    D.F. 32cm -Tray    $***
--------------------------------------------------------------------------------
 10300604    D.F. 36cm -Tray    $***
--------------------------------------------------------------------------------
 10300605    D.F. 55cm - Tray   $***
--------------------------------------------------------------------------------
             Tunnelers
--------------------------------------------------------------------------------
             Sheath/dilators
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

ROW Pricing will be granted by MEDCOMP upon proof of sale to non-USA Market by
AngioDynamics. ROW Pricing shall be USA Price less $***

       * AngioDynamics shall purchase the annual minimum number of product
units referenced in the chart above for each respective year from the list of
products on said chart.

       Set
       1 - Catheter
       1 - Introducer Needle
       1 - Tunneling Tool
       2 - Vessel Dilators
       2 - Injection Caps
       1 - Scalpel
       1 - Tearaway Sheath Introducer
       1 - J/Flex Guidewire
       1 - Adhesive Wound Dressing

       Catheter
       1 - Catheter
       1 - Tunneling Tool
       2 - Injection Caps
       1 - Tearaway Sheath Introducer
____________________
*** Confidential material redacted and filed separately with the Commission.

Confidential Exhibits                  17                               03/21/02

<PAGE>

                                                                       EXHIBIT D

MoreFlow Dialysis Catheters
Non-Exclusive Worldwide Agreement
NO MINIMUMS

 -------------------------------------------------------------------------------
  PRODUCT NO.    PRODUCT DESCRIPTION                     UNIT PRICE
 -------------------------------------------------------------------------------
  10300501       M.F. 24cm - Basic Kit - Straight        $***
 -------------------------------------------------------------------------------
  10300502       M.F. 28cm - Basic Kit - Straight        $***
 -------------------------------------------------------------------------------
  10800503       M.F. 32cm - Basic Kit - Straight        $***
 -------------------------------------------------------------------------------
  10800504       M.F. 36cm - Basic Kit - Straight        $***
 -------------------------------------------------------------------------------
  10800505       M.F. 55cm - Basic Kit - Straight        $***
 -------------------------------------------------------------------------------
  10800506       M.F. 24cm - Basic Kit - Pre-Curve       $***
 -------------------------------------------------------------------------------
  10800507       M.F. 28cm - Basic Kit - Pre-Curve       $***
 -------------------------------------------------------------------------------
  10800508       M.F. 32cm - Basic Kit - Pre-Curve       $***
 -------------------------------------------------------------------------------
  10800509       M.F. 36cm - Basic Kit - Pre-Curve       $***
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

 ROW Pricing will be granted by MEDCOMP upon proof of sale to non-USA market by
 AngioDynamics. ROW Pricing shall be USA Price less $***.

 Tray
 1 - Appropriate MoreFlow Catheter
 1 - Raulerson Bulb Syringe
 2 - CSR Wrap
 4 - 4x4 Gauze Sponge
 1 - Povidone Iodine Ointment
 2 - 5cc Luer Lock Syringe
 1 - 25ga x 5/8" Syringe
 1 - 22ga x 1/2" Syringe
 1 - #11 Blade Scalpel
 1 - Povidone Iodine Swabsticks
 1 - Surgical Gloves
 1 - 5cc Ampule Lidocaine
 2 - 10cc Luer Lock Syringe
 1 - 18ga x 1 1/2" Aspirating Needle

 MoreFlow Kit
 1 - Appropriate More-Flow Catheter
 1 - Raulerson Bulb Syringe
 1 - # 11 Blade Scalpel
 1 - .038 x 70cm J-Flex GuideWire
 1 - Tegaderm Oval
 1 - 15F x 6" Vascu-Sheath
 I - 12F x 6" Vessel Dilator
 1 - 14F x 6" Vessel Dilator
 1 - Angio GW Direction Sheet
 1 - Angio More-Flow IFU
 1 - Sheath Dilator
 1 - Tunneler w/Tri-Ball Tip
 2 - Injection Ports
 1 - 18ga x 2 3/4" Introducer Needle
 1 - .038 x 70cm J-Flex GuideWire
 1 - 2-0 Silk Suture w/Curved Needle
 1 - Fenestrated Drape
 1 - Hemostat
 1 - Tegaderm Oval
 1 - 15F x 6" Vascu-Sheath
 1 - 12F x 6" Vessel Dilator
 1 - 14F x 6" Vessel Dilator
 1 - Angio GW Direction Sheet
 1 - Angio MoreFlow IFU
 1 - Sheath Dilator
 1 - Tunneler w/Tri-Ball Tip
 2 - Injection Ports
 1 - 18ga x 2 3/4" Introducer Needle

_______________
*** Confidential material redacted and filed separately with the Commission.

Confidential Information                    18                          03/21/02

<PAGE>

                                                                       EXHIBIT E

DuraFlow Dialysis Catheters
Exclusive Worldwide Agreement
NO MINIMUMS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
PRODUCT      PRODUCT DESCRIPTION                  UNIT    7,000    11,000   14,000   16,000   18,000
NO.                                              PRICE
----------------------------------------------------------------------------------------------------
<S>         <C>                                  <C>      <C>      <C>      <C>      <C>      <C>
            D.F. 24cm - Full Tray - Straight     $***
--------------------------------------------------------
            D.F. 28cm - Full Tray- Straight      $***
--------------------------------------------------------
            D.F. 32cm - Full Tray - Straight     $***
--------------------------------------------------------
            D.F. 36cm - Full Tray - Straight     $***
--------------------------------------------------------
            D.F. 55cm - Full Tray - Straight     $***
--------------------------------------------------------
            D.F. 24cm - Full Tray - Pre-Curve    $***
--------------------------------------------------------
            D.F. 28cm - Full Tray - Pre-Curve    $***
--------------------------------------------------------
            D.F. 32cm - Full Tray - Pre-Curve    $***
--------------------------------------------------------
            D.F. 36cm - Full Tray - Pre-Curve    $***
--------------------------------------------------------
            D.F. 24cm - Basic Kit - Straight     $***
--------------------------------------------------------
            D.F. 28cm - Basic Kit - Straight     $***
--------------------------------------------------------
            D.F. 32cm - Basis Kit - Straight     $***
--------------------------------------------------------
            D.F. 36cm - Basic Kit - Straight     $***
--------------------------------------------------------
            D.F. 55cm - Basic Kit - Straight     $***
--------------------------------------------------------
            D.F. 24cm - Basic Kit - Pre-Curve    $***
--------------------------------------------------------
            D.F. 28cm - Basic Kit - Pre-Curve    $***
--------------------------------------------------------
            D.F. 32cm - Basic Kit - Pre-Curve    $***
--------------------------------------------------------
            D.F. 36cm - Basic Kit - Pre-Curve    $***
--------------------------------------------------------

--------------------------------------------------------
</TABLE>

ROW pricing will be granted by MEDCOMP upon proof of sale to non-USA market by
AngioDynamics. ROW Pricing shall be USA Price less $***.

Tray

1 - Appropriate Dura Flow catheter
1 - Raulerson Bulb Syringe
2 - CSR Wrap
4 - 4x4 Gauze Sponge
1 - Povidone Iodine Ointment
2 - 5cc Luer Lock Syringe
1 - 25ga x 5/8" Syringe
1 - 22ga 1/2" Syringe
1 - #11 Blade Scalpel
1 - Povidone Iodine Swabsticks
1 - Surgical Gloves
1 - 5cc Ampule Lidocaine
2 - 10cc Luer Lock Syringe
1 - 18ga x 1 1/2" Aspirating Needle
1 - .038 x 70cm J-Flex Guidewire
1 - 2-0 Silk Suture w/Curved Needle
1 - Fenestrated Drap
1 - Hemostat
1 - Tegaderm Oval
1 - 16F x 6" Vascu-Sheath
1 - 12F x 6" Vessel Dilator
1 - 14F x 6" Vessel Dilator
1 - Angio GW Direction Sheet
1 - Angio MoreFlow IFU
1 - Sheath Dilator
1 - Tunneler w/Tri-Ball Tip
2 - Injection Ports
1 - 18ga x 2 3/4" Introducer Needle

____________

*** Confidential material redacted and filed separately with the Commission.

Confidential Exhibits                    19                             03/21/02

<PAGE>

More-Flow Kit

1 - Appropriate More-Flow Catheter
1 - Raulerson Bulb Syringe
1 - #11 Blade Scalpel
1 - .038 x 70cm J-Flex Guidewire
1 - Tegaderm Oval
1 - 16F x 6" Vascu-Sheath
1 - 12F x 6" Vessel Dilator
1 - 14Fx 6" Vessel Dilator
1 - Angio GW Direction Sheet
1 - Angio More-Flow IFU
1 - Sheath Dilator
1 - Tunneler w/Tri-Ball Tip
2 - Injection Ports
1 - 18ga x 2 3/4" Introducer Needle

Confidential Exhibits                    20                             03/21/02

<PAGE>

                                                                       EXHIBIT F

HemoCath
Exclusive Worldwide Agreement
NO MINIMUMS

--------------------------------------------------------------------------------
PRODUCT               PRODUCT         UNIT
NO.                   DESCRIPTION     PRICE
--------------------------------------------------------------------------------
10300301              Hemo*Cath(R)    $***
--------------------------------------------------------------------------------

Catheter

1 - Appropriate HemoCath Catheter
1 - Angio IFU

___________

*** Confidential material redacted and filed separately with the Commission.

Confidential Exhibits                    21                             03/21/02