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                                                                   EXHIBIT 10.15

                                    SeaMED
                                    ------
                               A PLEXUS.Company
                        Professional Services Agreement
       (For Use with Manufacturing Services for Medical Customers Only)

This Agreement is hereby entered into on this 17th day of February, 2000 by and
between Rita Medical Systems, Inc., of 967 N. Shoreline Boulevard, Mountain
View, CA 94043, (hereinafter "Customer") and Plexus Corp. of 55 Jewelers Park
Drive, Neenah, WI 54956, (along with its wholly-owned subsidiaries Plexus
Technology Group, Plexus Electronic Assembly and SeaMED, a Plexus Company,
hereafter collectively referred to as "Plexus".)

A.   MANUFACTURING PHASE
------------------------

The terms and conditions set forth in this Section A, Manufacturing Phase,
Section B, Medical Device Provisions, as well as the terms and conditions set
forth in Section C, Standard Terms and Conditions, shall be applicable to this
portion of the Agreement. The parties may conduct a mutual review of component
pricing, material mark-up, and labor on a semi-annual basis. Unit prices shall
not be increased or decreased more often than semi-annually unless the quantity
on order changes, or in the event of an engineering change that impacts either
material or labor costs. Unit prices shall be determined for the quantity of
Product on an individual Customer Purchase Order. (For example, if Customer
orders 200 units, the 200 piece price shall apply. If the Customer's next
Purchase Order is for 50 units, the 50 piece price shall apply.) Attachment C
provides an example of unit cost calculations for various production rates. As
part of the semi-annual reviews, Plexus shall review unit costs at various
production rates and shall provide Customer with updated unit costs at these
production rates. Customer's Purchase Orders for quantities outside the scope of
Attachment C shall be mutually negotiated. The estimated quantity of Products is
a factor used to determine unit pricing. In the event of a significant quantity
change, either increasing or decreasing the estimated quantity of assemblies,
the parties agree to evaluate and negotiate the impact and timing of unit price
adjustments.

1.   DEFINITIONS
----------------

For the purpose of this Manufacturing Phase:

"Assemblies" shall mean finished Product.

"Long Lead Time Component(s)" shall mean all of those individual parts and
materials whose current lead times extend beyond forty (40) business days. The
Long Lead Time Components may, from time to time, be reviewed by Plexus and
Customer, at the request of either party due to possible changes in market
conditions of supply and demand affecting the procurement by Plexus of the
Components and/or Long Lead Time Components for the assemblies hereunder. Any
changes resulting from such review shall be with the mutual written agreement of
Plexus and Customer.

"NCNR Component(s)" shall mean those parts that are not cancelable once placed
on order with Plexus suppliers, and are not returnable once delivered to Plexus.
The NCNR Component(s) may, from time to time, be reviewed by Plexus and
Customer, at the request of either party due to possible changes in market
conditions of supply and demand affecting the procurement by Plexus of the
Components and/or NCNR Component(s) for the assemblies hereunder. Any

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
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changes resulting from such review shall be with the mutual written agreement of
Plexus and Customer.

"Special Component(s)" shall mean those parts that have special procurement
conditions such as limited change parameters or other special liability
conditions that are required by Plexus' suppliers. The Special Component(s) may,
from time to time, be reviewed by Plexus and Customer, at the request of either
party due to possible changes in market conditions of supply and demand
affecting the procurement by Plexus of the Components and/or Special
Component(s) for the assemblies hereunder. Any changes resulting from such
review shall be with the mutual written agreement of Plexus and Customer.

"Monthly Rolling Quantity Forecast of Delivery Requirements" shall mean the
written documents provided to Plexus by Customer each month indicating the
delivery requirements projected for the next twelve (12) months.

2.   AUTHORIZATION OF WORK/PROCUREMENT OF MATERIALS
---------------------------------------------------

The following terms will apply assuming Customer's credit has been established
to Plexus' satisfaction:

a)   The purpose of this section is to define the methods under which Plexus
will procure materials to support manufacturing of product for the Customer. The
intent is to provide the Customer with flexibility to alter and/or cancel
schedules within a reasonable period of time while at the same time minimizing
Plexus liability that is a result of those alterations and cancellations. In
order to offer the best possible price, Plexus does not attempt to build
unanticipated carrying charges into its price. When changes in Customer
requirements occur that cause Plexus to incur unanticipated expenses that are
the result of Customer actions, the Customer is expected to reimburse Plexus for
the costs incurred.

For each assembly to be manufactured, Plexus establishes a manufacturing lead
time, which is the number of business days it will take, on average, to receive
and kit all components, assemble, test and ship the lot. Manufacturing lead time
shall be established during the pre-production phase of the program. Plexus
schedules all components for a particular lot of assemblies to arrive one
manufacturing lead-time prior to the Customer due date. Plexus then uses this
information, together with the Forecast and Purchase Order information as
defined below, to place commitments to its suppliers for materials.

b)   Customer shall place purchase orders for the first six (6) months of
production and maintain six (6) months of firm purchase orders on a month to
month rolling basis. Customer will provide Plexus on a monthly basis with a
minimum of twelve (12) month schedule of demand for product. The schedule will
show firm orders for months 1-6 and forecasted demand for months 7/12. Customer
authorizes Plexus to procure, as material lead times dictate, the material to
support 100% of Buyers forecasted requirements for months 7 through 9. On a
quarterly basis Plexus will place orders for material for months 7 through 9 of
the current forecast in order to lot size Printed Circuit Board Assemblies and
to determine economic order quantity buys or components or unique parts. Months
10, 11 and 12 are provided for Plexus

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visibility and may be utilized by Plexus to request additional material
authorizations from Customer. Prior to entering full production Customer and
Plexus will review the final bill of material, discuss material lead times and
production ordering parameters. Customer and Plexus agree to develop a material
ordering plan which will ensure timely delivery of material to meet production
objectives, while limiting the exposure to materials in the event of a program
shut down.

c)   Schedule Changes:

The Customer may request a change to the delivery schedule at any time. Schedule
changes can have an extraordinary effect on the amount of inventory at Plexus,
the impact for which is not considered in the original cost of the assembly.
Frequent schedule changes may result in additional administrative charges
including but not limited to administrative charges required for Plexus to
reschedule component deliveries.

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
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Customer and Plexus recognize that each program is unique and will require
program specific ordering parameters. These parameters are mutually agreed to
after the bill of material is finalized and production quantities are provided
to Plexus in the form of a purchase order or delivery forecast. The parameters
set forth below offer a typical scenario where the Customer may, without cost or
liability, but with the assent of Plexus, reschedule deliveries of Products
already on order. Customer may request to move in delivery dates of quantities
on order. Plexus will complete an analysis of material availability and will
provide Customer with estimated ship dates based on material availability.
Likewise, Customer may request to move out delivery dates of quantities on
order. Plexus will complete an analysis of the impact of this change to material
on hand and on order. If Customer chooses to move out deliveries and material is
already at or shipping to Plexus's facility, Customer may be charged an
inventory deposit for this material as set forth below.

                    Production Schedule Ordering Parameters
                    ---------------------------------------

--------------------------------------------------------------------------------
0 to 3 Months       Firm PO's, Schedule unchangeable
--------------------------------------------------------------------------------
4 to 6 Months       Firm P0's. May move up to 20% of scheduled deliveries on
                    PO's out 30 days without incurring an inventory deposit, or
                    in 30 days depending on material availability.
--------------------------------------------------------------------------------
7 to 9 Months       May move up to 30% of scheduled deliveries on PO's out 60
                    days without incurring an inventory deposit, or in 60 days
                    depending on material availability. Deliveries extended >60
                    days will require an inventory deposit.
--------------------------------------------------------------------------------

Customer may request to increase the total quantity of Products on order. For
quantity increases, Plexus will make its best effort to obtain the components
necessary to meet Customer requirements. Plexus will complete an analysis of
material availability and will provide Customer with estimated ship dates based
on material availability. However, Plexus may be unsuccessful in obtaining all
of the components required to meet the Customer's increased requirements. In
that situation, Plexus will complete an analysis of material availability and
will provide Customer with estimated ship dates based on material availability.
Customer may request to decrease the total quantity of Products on order. If
Customer decreases the total quantity of Products on order, all non-cancelable,
non-returnable material procured in accordance with Customer's original Purchase
Order schedule will be the responsibility of Customer.

d)   Engineering Change

The term "Engineering Change(s)" (hereinafter called "EC" or "EC's") shall mean
those mechanical, software, or electrical design and/or specification and
requirement changes which, if made to the assemblies to be delivered hereunder,
would affect the schedule performance, reliability, availability,
serviceability, appearance, dimensions, tolerance, safety or purchase price of
such assemblies or which would require additional approval test.

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Plexus may determine that Engineering Changes will affect its ability to
maintain the delivery schedule, due to the lead time of newly specified parts
and/or the impact of substantial rework or modification. Under these
circumstances, Plexus reserves the right to define a new schedule for delivery
and treat this as a Schedule Change, with the Customer liability as defined
under the Schedule Change condition.

Plexus shall process engineering changes per the agreed upon Document Change
Control Agreement, attached hereto and made a part hereof as Attachment A. Upon
receipt, Plexus shall review Customer's proposed EC and Plexus shall give to
Customer a written evaluation of the EC, stating Plexus' cost to implement the
EC (including the cost to modify any tooling), the excess quantity of Components
and/or Long Lead Time Components, NCNR Components and/or Special Components
Plexus has inventoried and/or has on order with its Components and/or Long Lead
Time Components, NCNR Components and/or Special Components suppliers that are
unusable for any other assembly requirement and excess due to the EC, and
associated costs and expenses such Components and/or Long Lead Time Components,
NCNR Components and/or Special Components that Customer shall be liable for and
the cost savings, if any, resulting from the EC, and the expected effect on the
schedule, availability and/or purchase price of such assemblies, or which may
require additional approval tests by Customer.

e)   Customer Supplied Parts

In the event the Customer supplies material to Plexus for use in the
manufacturing of the product, Customer agrees to supply the material on time and
in accordance with purchase orders placed by Plexus. Customer supplied material
will be subject to normal incoming inspection, and the value of the incoming
material will be included in the unit price. For purposes of payment relating to
this section only, Plexus and Customer agree to develop a method for providing
Customer with payment for such accepted customer supplied material such that
Customer will not be charged twice for any individual customer supplied
material. If material supplied by Customer is rejected or not delivered on time,
therefore preventing Plexus from completing and shipping product, Plexus may
invoice Customer for the full unit price as listed on Customer's purchase order.

f)   Minimum Component Purchases

Plexus may have to place orders for quantities of components in excess of that
required to support Customer requirements. This may be as a result of minimum
order size requirements or standard package sizes from the supplier. Plexus and
Customer will work together using best efforts to identify components that
require or may be likely to require a minimum buy prior to the initial build.
However, the Customer's responsibility for minimum component purchases is not
solely confined to this list since additional components may require minimum buy
purchases at any time. Plexus shall provide Customer with periodic updates as
well as inventory reports showing excess and obsolete components. The Customer
will agree to have the cost of the excess components amortized over a maximum of
six (6) month's requirements, or will place a purchase order separately for the
excess components.

g)   Cancellation

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Customer may cancel requirements defined in orders and/or forecasts at any time
before the scheduled delivery date. Any assembly requirements canceled within
the manufacturing lead-time of the scheduled delivery date will be invoiced at
the full agreed to price for the completed assembly.

For assembly requirements canceled outside the manufacturing lead time of the
scheduled delivery date, Customer's liability to Plexus will be the value of the
components in Plexus' inventory (including the full markup as defined in the
Plexus quotation), and other components for which Plexus has liability but which
are not in Plexus inventory, as well as payment for any and all work-in-process
(WIP) manufacturing costs and expenses, and reasonable administrative costs and
expenses. Plexus will deliver an itemized list of these costs to customer.
Customer agrees to pay the costs identified by Plexus within ten (10) business
days of notification of such costs.

To help minimize the impact of cancellation charges, Plexus will attempt to
restock components at the supplier, resell the components, and/or utilize the
components on non-customer assemblies.

3.   PAYMENT
------------

As full compensation for the assemblies and spare parts (i.e. to include but not
limited to components shipped to Customer for field service) provided by Plexus
hereunder and its obligations contained herein. Customer will make payments
subject to terms of net amount due thirty (30) days following the date of the
invoice. Unless stated otherwise, prices quoted are F.O.B. Plexus' manufacturing
facility. Unless specifically stated otherwise, all quoted prices are firm for
thirty (30) days from the date of quotation. Quotations are based on drawings,
specifications, and other written information available to Plexus at the time of
quotation. Any additional data supplied at the time of purchase may necessitate
price adjustments. Any manufacturer's tax, retailer's occupation tax, use tax,
sales tax, excise tax, or tax of any nature whatsoever imposed on or measured by
the transaction between Plexus and Customer shall be paid by the Customer in
addition to the prices quoted or invoiced. In the event Plexus is required to
pay such tax, the Customer shall reimburse Plexus therefore, within ten (10)
days of written demand by Plexus to the Customer for such reimbursement. If the
transaction between Plexus and the Customer is exempt from all such taxes,
Customer shall provide Plexus with a tax exemption certification or other
document acceptable to all taxing authorities at the time the order or contract
is submitted.

4.   WARRANTY
-------------

PLEXUS EXPRESSLY WARRANTS THE WORK AS SET FORTH HEREIN. PLEXUS MAKES NO OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES
AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES). IN ADDITION, THE
FOLLOWING SHALL CONSTITUTE THE EXCLUSIVE REMEDIES FOR CUSTOMER FOR ANY BREACH BY
PLEXUS OF ITS WARRANTIES HEREUNDER.

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Plexus warrants the assemblies against all defects in workmanship where the
assemblies do not conform to the agreed upon manufacturing specifications, for a
period of twelve (12) months from date of delivery to Customer's end-user, not
to exceed 16 months from date of invoice from Plexus, provided agreed upon
testing is conducted by Plexus prior to shipment, except as set forth below.
Plexus shall repair or replace, at Plexus' option and free of charge, any
portion of the assemblies which is returned to Plexus' factory securely
packaged, insured and with freight pre-paid within the warranty period, and
which upon examination Plexus determines in its sole discretion to be defective
in workmanship. Plexus will return the repaired or replaced assemblies to
customer with freight pre-paid. Plexus will pay for inbound freight for any new
units delivered dead on arrival (DOA) to Customer. DOA is defined as any product
that does not perform in compliance with the applicable mutually agreed upon
specifications upon receipt by Customer. Plexus agrees to pay return freight to
Customer and method of shipment will be consistent with the method of inbound
freight to Plexus.

This Warranty does not apply to:

a)   Design deficiencies.  Plexus expressly disclaims any warranty
responsibility for design deficiency, and for infringement for the like.

b)   Any modifications and/or alterations made to the Assemblies, or any portion
thereof, without the express written authorization of Plexus obtained in
advance. If this is the case, all warranties made herein are invalid and
Customer shall have no further remedies hereunder against Plexus.

c)   Any defect, loss or damage resulting from theft, loss, fire, misuse, abuse,
negligence, vandalism, acts of God, accident, casualty, power failures or
surges, alteration, modification or failure to follow installation, operation or
maintenance instructions, or any other cause beyond Plexus' reasonable control.

d)   Any defect, unless written notice of the defect is given by the Customer to
Plexus as soon as practical after the defect first appears. The right to make a
claim under this warranty expires twelve (12) months from the date of delivery
to Customer's end-user, not to exceed 16 months from date of invoice from
Plexus.

e)   Components incorporated into the assemblies.

In the event of any recall of any Product, caused by Plexus's sole negligence,
and within product warranty as defined, (i) Plexus shall repair or replace, at
Plexus' sole discretion, the recalled Product without charge to Customer, and
(ii) Plexus shall reimburse Customer for its reasonable out-of-pocket expenses
incurred in connection with such recall up to a maximum of $100,000.

IN NO EVENT, REGARDLESS OF CAUSE, SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, WHETHER IN
CONTRACT OR IN TORT, ARISING FROM ITS PERFORMANCE UNDER THIS SECTION.

5.   TEST EQUIPMENT
-------------------

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Unless otherwise noted, any test equipment quoted herein and built by Plexus is
warranted to be free from defects in material and workmanship for a period of
ninety (90) days from the date of certification. After the warranty period the
equipment will be repaired on a time and materials basis. Labor will be charged
at the current billing rate. Parts will be charged at cost plus 25%. Travel
expenses will be added to any repairs including travel between Plexus and/or one
of its affiliates. All dedicated test/burn in fixtures will be progress billed
monthly up to 95% of the program cost. The remaining 5% is due upon fixture
certification.

6.   DOCUMENTATION
------------------

Unless Plexus is or has generated the documentation for the Customer as part of
its services to the Customer, then the Customer is responsible for supplying
Plexus with complete documentation. This includes, at a minimum, (three) 3
complete and current sets of documentation including, at a minimum, all prints,
softwares, artwork, and bill of materials with manufacturer and part number, and
any specifications, including test specializations or procedure, called for on
any customer prints. It is the Customer's responsibility to assure that Plexus
receives timely notification of any changes to the documentation, and updated
prints reflecting the changes.

7.   TOOLING
------------

All tooling produced or obtained for the assemblies delivered hereunder and paid
for by Customer shall become and remain the property of Customer at the time
payment in full is received for the tooling by Plexus. Such tooling shall be
used by Plexus only for the benefit of Customer, and shall be delivered to
Customer upon request. If Customer requests the return of any tooling from
Plexus and Plexus determines the return of such tooling prevents Plexus from
providing the assemblies to Customer, then Plexus shall inform Customer in
writing, and Customer and Plexus shall negotiate a mutually acceptable
resolution.

Customer, at its sole discretion, may consign to Plexus, items, including, but
not limited to, materials and/or equipment relating to the production and/or
testing of the assemblies at Plexus' location. The material and/or equipment
shall be utilized by Plexus only for the production and/or testing of the
assemblies. Customer shall assist Plexus in installing the materials and/or
equipment and shall provide training and maintenance instructions, if requested
by Plexus or required by Customer. Customer shall be responsible for repairing,
upgrading, replacing and/or maintaining the materials and/or equipment consigned
to Plexus. However, Plexus shall provide routine maintenance.

8.   TERMINATION AND CANCELLATION OF MANUFACTURING PHASE
--------------------------------------------------------

During the Manufacturing Phase, either party shall have the right to terminate
any or all activities under this agreement for any reason and at any time upon
six (6) months prior written notice to the other party. Plexus agrees to
immediately terminate the specified activity pursuant to this Agreement upon
termination or cancellation. If this entire Agreement is terminated, Plexus
shall complete all existing Customer POs as specified below unless otherwise
specified by Customer. Customer agrees to reimburse Plexus for reasonable and
allowable expenses directly incurred by

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Plexus including, but not limited to, packaging and related transportation costs
and expenses, and the return to Customer of any Customer owned material(s),
tools, equipment and/or any other related items, consistent with Section A2
Cancellation, above. Customer and Plexus shall negotiate a settlement of any
other reasonable and allowable expenses directly incurred by Plexus.

If this entire agreement is terminated, then Plexus shall:

a)   Deliver to Customer all completed assemblies which conform to the
applicable and then current specifications and requirements; and

b)   Return to Customer, at Customer's expense, all tooling, equipment,
Components and/or Long Lead Time Components, drawings, specifications,
documentations and supplies that are owned by Customer pursuant to the Agreement
(in the event of Plexus' material breach and the failure of Plexus to cure such
breach 60 days after receiving written notice thereof from Customer then Plexus
shall pay for freight costs associated with returning all tooling, equipment,
Components and/or Long Lead Time Components, drawings, specifications,
documentations and supplies that are owned by Customer pursuant to the
Agreement); and

c)   Prepare and submit to Customer an itemized document to include the quantity
of assemblies in the production process.

Plexus shall complete and customer agrees to pay for any work in process and
open purchase orders if so requested by Customer as if no termination notice was
given. Customer further agrees to pay for all material ordered in accordance
with Section A2 above or as otherwise authorized in writing by Customer.

B.   MEDICAL DEVICE PROVISIONS
------------------------------

The terms and conditions set forth in this Section B, Medical Device Provisions,
Section A, Manufacturing Phase, as well as the terms and conditions set forth in
Section C, Standard Terms and Conditions, shall be applicable to this portion of
the Agreement.

Engineering Phase:
------------------

1.   Plexus shall be in substantial compliance with design controls as defined
by its product development medical device quality procedures for the device
designs covered by this contract. Plexus responsibilities under these provisions
include:

a)   contributions to the Device History File (DHF) shall be limited to those
items identified in the deliverables section of the project Proposal and/or
Project Plan;

b)   Contributions to the Design Master Record (DMR) shall be limited to those
items identified in the deliverables section of the project Proposal and/or
Project Plan;

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c)   Maintenance of quality system quality records, as defined by Plexus
Technology Group's Document Retention Chart, (e.g., Internal Audit Results, QIP
database, Supplier Records, Management Review Meeting Records, etc.) which are
not provided to the customer.

2.   Customer is responsible for identifying all applicable laws and
regulations, including the Food, Drug and Cosmetic Act, and compliance with
those regulations for all devices covered by this contract.

Manufacturing Phase:
--------------------

1.   Customer is responsible for ensuring that the devices covered by this
contract comply with all applicable laws and regulations, including the Food,
Drug and Cosmetic Act and implementing regulations. Customer responsibilities
under these provisions, include but are not limited to the following:

a)   Establishing the finished device specifications.

b)   Ensuring that governmentally-required marketing authorizations, including
any necessary Food and Drug Administration (FDA) approvals or clearances, have
been obtained.

c)   Determining the content of any label or labeling.

d)   Making any required reports to governmental entities, including but not
limited to Medical Device Reports.

e)   Determining whether any recall or other corrective action is required or
appropriate, and developing, implementing and financing any voluntary or
mandatory recall or corrective action.

f)   Reviewing and approving the quality system prior to production of the
devices.

2.   Plexus will provide Customer ongoing access to its facilities and
procedures for quality assurance related to the devices covered by this
contract. Plexus authorizes Customer to conduct periodic quality systems audits
of the manufacturing processes and quality systems related to this contract.
Plexus will manufacture the devices covered by this contract in accordance with
its procedures for manufacturing components of medical devices or finished
medical devices, as applicable.

3.   Customer will provide Plexus with sufficient information to verify,
calibrate, operate, test and maintain any Customer supplied equipment.

4.   Customer shall be responsible for the software validation of any embedded
product software and the validation of all Customer supplied: (1) test equipment
or test software; (2) production equipment or software; and (3) firmware. Plexus
is responsible for the validation of any Plexus software used in production in,
or as part of the Quality System. The responsibilities described in this section
also apply to any revisions of any software.

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5.   The Customer will provide Plexus with copies of the specifications and
written certification that the validation reports for the items listed in
Section #4 above have been performed prior to the production of the devices.

6.   Customer is responsible for defining and validating the finished device
packaging. The Customer will provide Plexus with written certification that the
packaging validation has been performed prior to the production of the devices.

7.   Plexus is responsible for conducting and documenting corrective and
preventive actions based upon the analysis of the quality data available to
Plexus. Quality data or information known to the Customer, but not provided to
Plexus, shall not be included in the analysis of quality data, and the Customer
shall be responsible for the analysis of data not provided to Plexus.

8.   Any Customer initiated request for change to a specification, method,
process or procedure or customer supplied equipment will be evaluated by Plexus,
and Plexus reserves the right to decline to make such change. Customer is
responsible for verification and/or validation of such changes. Customer shall
reimburse Plexus for any costs Plexus incurs in making and/or implementing such
changes.

9.   Plexus shall notify Customer of significant changes in specifications,
methods, processes or procedures that could affect the quality of the devices
covered by this contract, and, as to any such change, Customer and Plexus shall
decide jointly whether, how and when to implement such change, and who shall be
responsible for verification and/or validation of such changes. Customer and
Plexus shall also decide jointly who will be responsible for the costs
associated with such changes.

10.  The Customer must define any traceability requirements. Plexus is
responsible for implementing the defined manufacturing level traceability
requirements and for ensuring that the appropriate manufacturing level
traceability records and associated records are retained for the duration of the
contract.

11.  Unless otherwise specified in the contract, Plexus is not responsible for
ensuring traceability of the devices covered by this contract after distribution
to the end user(s).

12.  Plexus is responsible for retaining the appropriate manufacturing records
as required. When the contract between Plexus and the Customer terminates,
Plexus shall forward all applicable documentation and records to the Customer,
upon request.

13.  Customer may authorize in writing the release of nonconforming components
or devices covered by this contract. The Customer must assess whether the use of
the nonconforming product will affect any regulatory submittals or requirements,
and accept responsibility therefore.

14.  Customer will promptly provide to Plexus copies of all complaints received
by Customer that refer or relate to an assembly manufactured by Plexus and all
adverse event reports to a governmental entity that refer or relate to an
assembly manufactured by Plexus. Plexus will

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provide to Customer information regarding any complaints Plexus receives about
the product in which the devices covered by this contract are incorporated.

15.  Sections C.(5) and C.(7) "Liability and Indemnification" & "Compliance with
Regulations and Standards", respectively, both a part of Section C "Standard
Terms and Conditions" of this Agreement is further supplemented to provide that
the indemnification of Plexus will further cover Customers' failure to comply
with applicable laws and regulations, including but not limited to the Food,
Drug and Cosmetic Act and implementing regulations.

C.   STANDARD TERMS AND CONDITIONS
----------------------------------

The terms and conditions set forth in this Section C, STANDARD TERMS AND
CONDITIONS shall be applicable to Section A, Manufacturing Phase, as well as the
terms and conditions set forth in Section B, Medical Device Provisions of this
Agreement.

1.   MUTUAL COOPERATION
-----------------------

Plexus represents that it will pursue the Agreement to the best of its ability
and in the best interest of the Customer, and the Customer represents that it
will cooperate with Plexus in reaching the objectives of the Agreement. Plexus
will appoint a project manager for the duration of the Agreement and will
require the Customer to establish one person to coordinate all activities
through. In the event that the project manager is not operating in the best
interest of the Customer, the Customer shall contact Plexus to discuss Agreement
related concerns and/or complaints.

2.   CONFIDENTIAL INFORMATION
-----------------------------

Plexus and the Customer will use best efforts to prevent the disclosure of any
confidential information, unless specifically instructed otherwise in writing by
the disclosing party, and excepting in such instances where Plexus may be
compelled by law to make disclosures. The mechanisms for controlling and
processing confidential information may be covered under a separate Confidential
Disclosure Agreement (if required).

3.   FORCE MAJEURE
------------------

Plexus shall not be liable for any delay in or failure of performance under this
agreement due to any contingency beyond Plexus' control, including, but not
limited to, an act of God, war, insurrection, fire, riot, strike or labor
dispute, sabotage, act of public enemy, flood, storm, accident, equipment
failure, inability to obtain suitable or sufficient labor or material, laws or
regulations, or any other cause beyond its reasonable control.

4.   INTELLECTUAL PROPERTY RIGHTS
---------------------------------

All patents, copyrights, trademarks, or other rights pertaining to inventions,
developments, or improvements made in the course of the work, and funded by the
Customer, are the property of Customer. Plexus will, upon written direction from
Customer, execute any and all papers and documents prepared or submitted by
Customer as may be reasonably required to transfer or

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
<PAGE>

secure to Customer full title and authority over such rights. Plexus will be
compensated by Customer for time and expense as incurred in this obligation at
the then current billing rates for those of its employees necessary for these
purposes.

Customer agrees that it shall assume all responsibility for determining whether
the assemblies to be designed and assembled infringe on any patent, copyright or
trademark, and Customer shall indemnify and hold harmless Plexus from any
liability, including legal costs and expenses, damages and attorney fees arising
from any claim demand or suit, including a claim by Customer, based on
allegations or claims that the assemblies or any design, patent, copyright, or
trademark sought to be obtained or obtained by Customer as a result of this
agreement constitutes an infringement of any patent, trademark or copyright of
the United States or any foreign county.

In the event any such claim or suit is asserted or instituted against Plexus,
Plexus shall promptly notify Customer of the assertion of any such allegation or
claim. Customer shall thereupon assume responsibility for and conduct the
defense of each assertion or suit at its expense, and reasonable information and
assistance for the defense of same shall be provided by Plexus for which Plexus
will be compensated for time and expenses at its then current billing rate.
Plexus shall have the right, at its expense, to be represented in the defense of
any such assertion or suit by counsel of its own selection.

The prices quoted do not include, unless specifically stated otherwise, the cost
for testing and/or submittals for assembly approvals or any annual file
maintenance fee, such as for UL, VDE, CSA or FCC. Plexus will assist Customer in
obtaining such approvals and charge for same services at Plexus' current hourly
billing rate.

5.   LIABILITY AND INDEMNIFICATION
----------------------------------

Plexus will use its discretion to pursue the Agreement in the best interest of
Customer. Plexus will be under no liability to Customer or otherwise for its
choice of methods employed, the character or tests and experiments performed,
the results obtained, nor for the use which shall thereafter be made by Customer
of such results. IT IS UNDERSTOOD THAT OTHER THAN THE WARRANTY SET FORTH IN
SECTION A4, NO OTHER GUARANTEES OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
ARE GIVEN BY PLEXUS, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PLEXUS SHALL NOT BE LIABLE
FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS)
SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT.

Customer will fully indemnify and hold harmless Plexus from any and all
liability, claims demands, costs and expense arising out of the use,
publication, and/or marketing of the results of the assemblies or test results
provided by Plexus, the functioning of the assemblies or the product(s) which
they are a part of, or any other matter resulting from Plexus' performance under
this Agreement, whether such liability, claims or demands be in the nature of
patent, trademark or copyright infringement, public or product liability,
contract liability, or otherwise during or following the terms of this
Agreement, and Customer shall, at its own expense, defend any and

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
<PAGE>

all such actions based thereon and shall pay all attorney's fees and cost and
other expenses arising therefrom.

Plexus will not be liable for errors, or expenses which may be incurred in its
performance of this work which results from the engineering and/or design of the
Assemblies, or from Plexus' reliance upon information, technological records,
sketches, drawings, or prototypes furnished by Customer or Customer's design
engineering firm. Customer will forthwith, during the term of this Agreement,
notify Plexus of any and all information, technology changes, or other facts
relevant to any aspect or phase of the Agreement.

6.   ARBITRATION
----------------

All rights and remedies conferred by this Agreement, by any other instrument, or
by law are cumulative and may be exercised singularly or concurrently. If any
provision of this Agreement is held by any court or governmental agency to be
invalid, such invalidity shall not affect the enforceability of any other
provision(s) hereof. This Agreement and any Purchase Orders issued hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Wisconsin. Unless otherwise agreed to in writing by the parties, any controversy
or claim arising out or relating to this Agreement, or the parties' decision to
enter into this Agreement, or the breach thereof, shall be settled by
arbitration through the American Arbitration Association and in accordance with
the Commercial Arbitration Rules of the American Arbitration Association. The
arbitration proceeding shall be conducted and presided over by a single neutral
arbitrator chosen pursuant to American Arbitration Association procedures.
Decision of the arbitrator shall be final, binding, and not subject to appeal or
review; provided that, either party may request that the arbitrator review and
reconsider his or her decision, in whole or in part. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitration shall be held in Neenah, Wisconsin and the arbitrator
shall apply the substantive law of Wisconsin except that the interpretation and
enforcement of this arbitration provision shall be governed by the federal
Arbitration Act. The arbitrator shall not award either party punitive damages
and the parties shall be deemed to have waived any right to such damages.

7.   CONSENT TO JURISDICTION AND APPLICABLE LAW
-----------------------------------------------

The parties hereby irrevocably submit to the jurisdiction of the courts of the
State of Wisconsin in any action or proceeding arising out of or relating to
this Agreement, and the parties hereby irrevocably agree that all claims in
respect of such action or proceeding may be determined by such courts. The
parties hereby waive, to the fullest extent possible, the defense of an
inconvenient forum to the maintenance of such action or proceeding, and the
parties agree that a final judgement in any action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgement
or in any other matter provided by law.

The parties hereby agree that this Agreement shall be governed by and will be
construed in accordance with the laws of the State of Wisconsin, irrespective of
the conflicts of laws provisions thereof.

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
<PAGE>

8.   NO RECRUITING
------------------

Plexus and the Customer agree that during the term of this program and for
twelve (12) months thereafter, it shall not solicit or recruit (even though
professional recruiters) the employees of the other. This shall not preclude an
employee of either Plexus or the Customer from independently pursuing and
securing employment opportunities with the other on such employee's own
initiative.

9.   ENTIRE AGREEMENT
---------------------

This Agreement, along with the Proposal and/or Project Plan, and Confidential
Disclosure Agreement and/or quotation (if any) and Plexus' invoices, contains
the entire understanding of the parities pertaining to the subject matter
hereof, and no other agreements, oral or otherwise, shall be deemed to exist or
to bind the parties. Notwithstanding anything to the contrary contained herein,
the parties hereto agree that the terms and conditions set forth herein and in
Plexus' invoices, Proposal and/or Project Plan and Confidential Disclosure
Agreement (if any), shall supersede any and all terms and conditions submitted
by the Customer in any document, including but not limited to any terms and
conditions contained in the Customer's purchase order. This agreement may not be
modified or terminated orally, and no claimed modification, termination, or
waiver shall be binding unless in writing and signed by both parties.

Accepted and agreed to:

<TABLE>
<CAPTION>
RITA MEDICAL SYSTEMS, INC.                             PLEXUS CORP.
<S>                                                    <C>
                                                       ENGINEERING AUTHORIZATION:

By: /s/ Barry Cheskin                                  By: /s/
    ----------------------------------------               -------------------------------------

Title: President and Chief Financial Officer           Title: Vice President of Engineering
       -------------------------------------                  ----------------------------------

Date: February 24, 2000                                Date: February 17, 2000
      --------------------------------------                 -----------------------------------



                                                       MANUFACTURING AUTHORIZATION:

                                                       By: /s/ Don Reid
                                                           -------------------------------------

                                                       Title: Vice President and General Manager
                                                              ----------------------------------

                                                       Date: February 17, 2000
                                                             -----------------------------------
</TABLE>

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
<PAGE>

                Attachments to Professional Services Agreement

Attachment A    Document Change Control Agreement

Attachment B    Project Plan (subject to revision upon mutual agreement)

Attachment C    Unit Cost Calculation to be used for Planning Purposes

Attachment D    Specification (subject to revision upon mutual agreement)

*** Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the SEC.
<PAGE>

                                 Attachment A


                                 Attachment A
                       DOCUMENT CHANGE CONTROL AGREEMENT
        between SeaMED, a Plexus Company and Rita Medical Systems, Inc.
                             for Project Red Butte
                               February 17, 2000

1.   Purpose and scope of this agreement.

     1.1. The objective of this agreement is to define the document change
          control process for documents involved in SeaMED's manufacture of
          devices for Rita Medical Systems, Inc.

     1.2. It is a goal of this agreement that there be only one document and
          one point of change control for each item and/or document.  Since
          SeaMED is the manufacturer and purchaser of the device's component
          parts, engineering change control for all related documentation will
          reside at SeaMED.  To ensure uniform document content, Rita Medical
          Systems, Inc. should release only the SeaMED-supplied version of any
          document, in those cases where both companies release a document.
          Changes should be made by the terms of this agreement.

     1.3. SeaMED will administer change control in accordance with SeaMED
          Document Change Procedure (Document # 900319), including determination
          of change classes as described below.

     1.4. This agreement affects all documents in the Device Master Record
          Index of products at Production-level release that SeaMED manufactures
          for Rita Medical Systems, Inc.

2.   Document Change Procedure.  This procedure defines the classes of changes
     and the mechanics of the change process based on those classifications per
     SeaMED's internal Quality Assurance requirements.

     2.1  Document classifications:  Documents may be described as either
          common or product-specific.  The common category includes Source and
          Specification Control Drawings (SCD) used for buying and inspecting
          commercially available, "off-the-shelf" parts.  Product-specific
          documents include all documents that are unique to the design of the
          product.

     2.2. Document Change Classifications: Change Class defines the impact of
          the change. Where the term "form, fit, or function" is used, the
          meaning includes: specifications/limits/dimensions, regulatory
          compliance, appearance, cosmetic criteria, manufacturing or test
          processes, design verification test status, increase in manufacturing
          costs, and scheduled shipping dates. A DCN may have changes from more
          than one change class; the change class for the DCN as a whole shall
          be that of the highest level on the DCN. The classes are defined as
          follows:

          2.2.1. Class 0: Changes to SeaMED procedures, common parts and any
                 documents without a project name in the title. Class 0 changes
                 do not fit within the definition of Class 1, 2 or 3 changes.
                 Class 0 changes are not design changes.
<PAGE>

                  Class 0 changes do not require customer approval or
                  notification.

          2.2.2.  Class 1: Changes to product-specific or common parts documents
                  where there is no impact on component or assembly form, fit,
                                 ---------
                  or function. Class 1 changes are not design changes. Class 1
                  changes are typically documentation corrections and
                  clarifications. Class 1 changes do not require customer
                  approval, but do require customer notification within one (1)
                  working day after approval by SeaMED.

          2.2.3.  Class 2: Changes to product-specific or common parts documents
                  where there is no intended impact on end-item form, fit, or
                                 ------------------
                  function, but an element (document, part, process, etc.) of
                  the established baseline is changing. Class 2 changes are
                  design changes and require justification. Class 2 changes are
                  typically physical changes to a part or assembly's dimensions,
                  manufacturing process, or test process. Class 2 changes
                  require customer approval.

          2.2.4.  Class 3: Changes to a product-specific document where there is
                  impact on end-item form, fit, or function. Class 3 changes are
                  ------
                  design changes and require justification. Class 3 changes are
                  typically due to unit performance improvements, unit
                  packaging, physical configuration changes, etc. Class 3
                  changes require customer approval.

3.   Mechanics of the change process.

     3.1. It is a goal of this agreement that all correspondence regarding
          document changes be handled promptly and speedily.  Delays can
          seriously upset scheduled buys, work orders, and shipments.

     3.2. SeaMED Documentation Control will handle all correspondence for
          SeaMED regarding document changes.

     3.3. SeaMED will notify Rita Medical Systems, Inc. by telefax of Class 1
          changes as they are signed and implemented.

     3.4. SeaMED will submit Class 2 and 3 changes to Rita Medical Systems,
          Inc. by telefax for approval after SeaMED's Change Control Board has
          approved the proposed change.

     3.5. Rita Medical Systems, Inc. will designate one representative and one
          alternate with authority to approve/disapprove proposed changes as
          they are presented by SeaMED.  Proposed changes should be addressed
          within one week.

     3.6. Rita Medical Systems, Inc. may request a change to any document,
          common or product-specific, by submitting a written change request.
          Change requests are to be signed by the designated Rita Medical
          Systems, Inc. representative, or their alternate, with the authority
          to approve/disapprove the request.  SeaMED should address requested
          changes in one week or less.

     3.7. SeaMED will periodically provide copies of all incorporated changes
          to product specific documents.
<PAGE>

4.   Costs associated with document changes.

     4.1. A certain number of changes is normal during the life of a product.
          Also, once production is underway, SeaMED or Rita Medical Systems,
          Inc. may suggest changes to ease manufacture or inspection.  SeaMED
          may elect to waive the administrative costs associated with these
          changes.

     4.2. Changes which occur at Rita Medical Systems, Inc. request, regarding
          the established design of the product or affecting parts already
          ordered or in SeaMED's inventory, will be considered individually.  In
          some cases, an administrative charge may be assessed by SeaMED for the
          cost of processing and incorporating a change aside from any material
          costs involved.


Agreed to, for Rita Medical Systems, Inc., by                 on

                                             _______________      _____________

Agreed to, for SeaMED, a Plexus Company, by                   on

    Documentation Control                    _______________      _____________

Project Director                             _______________  on  _____________
<PAGE>

                                 Attachment A


                          Designated Representatives


Rita Medical Systems, Inc. designated representatives with authority to
approve/disapprove proposed changes. Rita Medical Systems, Inc. is responsible
for providing SeaMED with updated names of designated representatives.

                 Name (printed)             Signature        Initial
                 --------------             ---------
Representative  --------------------  --------------------  ---------

Alternate       --------------------  --------------------  ---------
<PAGE>

                                    SeaMED
                                    ------
                               A PLEXUS.Compuny


                            PROJECT PLAN, REDBUTTE



                                Drawing Number
                                    950053



                                   Revision
                                      P1
<PAGE>

REVISION HISTORY
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Rev        Change Number/Description         Date        Change Originator      Incorp by          Chkr
--------------------------------------------------------------------------------------------------------------
<S>        <C>                               <C>         <C>                    <C>                <C>
P1         Initial Release                   1/31/00     G. Overbye-            - -                - -
--------------------------------------------------------------------------------------------------------------

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

1.  PURPOSE

    This document outlines the content of Project RedButte. This document
    further defines how SeaMED will meet the objectives set out in the Quotation
    sent to Rita Medical Systems Janury 12, 2000 for the manufacturing transfer
    of the Rita model 1500 RF ablation system.

2.  SCOPE

    This document is the defining document for how the RedButte project is
    planned at SeaMED and is used to manage and track the progress of the
    project. The Project Plan is reviewed as part of a Phase Ending Design
    Review. The Project Plan is one deliverable during the planning phase of a
    project as defined in the SeaMED Product Development Procedure, 902148.

3.  SIGNATURE PAGE

      Project signing block


    Example
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Role                    Name                     Signature                Date
-------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                      <C>
Project Director        Gordon Overbye
-------------------------------------------------------------------------------------------------
Quality Systems         Stephanie Houck
Manager
-------------------------------------------------------------------------------------------------
Director of Project     Russ Pasic
Management
-------------------------------------------------------------------------------------------------
VP of Quality of        Marcia Page
Regulatory Affairs
-------------------------------------------------------------------------------------------------
Manufacturing           Dave Hval
Engineering
-------------------------------------------------------------------------------------------------
Quality Engineering     Darin Ronken
-------------------------------------------------------------------------------------------------
Test Engineering        Wayne Waldroup
-------------------------------------------------------------------------------------------------
Materials               Shelley Cleary
-------------------------------------------------------------------------------------------------
Customer - Program      Zia Yassinzadeh
Manager
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

3.1.   Customer Team Members
       .  Rita Medical Systems, Inc.
          967 N. Shoreline Blvd.
          Mountain View, CA 94043
            Telephone: (650) 390-8500
            Fax: (650) 390-8505

       .  Zia Yassinzadeh, Program Manger, Director, Electrical Engineering

       .  Ron Steckel, Vice-President, Operations

       .  Dan Balbierz, Vice-President, Research and Development
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                          <C>
1.    PURPOSE                                                                                 3

2.    SCOPE                                                                                   3

3.    SIGNATURE PAGE                                                                          3

   3.1.   PROJECT SIGNING BLOCK (INCLUDING CUSTOMER SIGNATORIES)                              3
   3.2.   NON SIGNING CUSTOMER TEAM MEMBERS                                                   4

4.    TABLE OF CONTENTS                                                                       5

5.    REFERENCE DOCUMENTS - INCLUDE BOTH INTERNAL AND EXTERNAL                                7

6.    EXECUTIVE SUMMARY                                                                       7

   6.1.   PRODuCT DESCRIPTION                                                                 7
   6.2.   DESCRIPTION OF PROJECT NAME                                                         8
   6.3.   SEAMED'S ROLE IN THE PROJECT                                                        8
   6.4.   RITA'S ROLE IN THE PROJECT                                                          9
   6.6.   SCHEDULE OVERVIEW                                                                   9
   6.7.   FINANCIAL OVERVIEW                                                                 10

7.    REGULATORY AND SAFETY AGENCY APPROACH                                                  10

   7.1.   PRODUCT CLASS DESIGNATION                                                          10
      7.1.1.   FDA-21 CFR Ch. 1(4-1-87 Edition) Part 820-Good Manufacturing Practices        10
      7.1.2.   EC-Medical Device Directive (MDD) 93/42/EEC of 14 June 1993                   11
   7.2.   REGULATORY APPROACH - DOMESTICE AND EUROPEAN/INTERNATIONAL                         11
   7.3.   SAFETY AGENCY APPROACH                                                             11

8.    ADMINISTRATION OF PROJECT                                                              11

   8.1.   TEAM ORGANIZATION AND RESPONSIBILITIES                                             11
   8.2.   TEAM MEETINGS                                                                      12
   8.3.   COMMUNICATION (POINTS OF CONTACT)                                                  12
   8.4.   PROJECT NOTEBOOK                                                                   12
      8.4.1.   Project Notebook                                                              12
   8.5.   DESIGN HISTORY FILE                                                                13
      8.5.1.   Purpose and Contents                                                          13
   8.6.   DETAILED PROJECT SCHEDULE                                                          13
      8.6.1.   Project Phases                                                                13
      8.6.2.   Key Milestones                                                                15
   8.7.   ASSUMPTIONS                                                                        15
   8.8.   APPROVALS AND CUSTOMER DELIVERABLES                                                16
      8.8.1.   Customer Approvals Required                                                   16
      8.8.2.   SeaMED Executive Approval Required                                            16
      8.8.3.   Signature Authority                                                           16
      8.8.4.   Customer Deliverables                                                         16
      8.8.5.   Summary of Unit Allocation and Pricing                                        16
   8.9.   DESIGN REVIEWS                                                                     17
   8.10.  CHANGES TO PROJECT - I.E. SCOPE, SPEC, SCHEDULE, RESPONSIBILITY, ETC               17
      8.10.1.  Minor                                                                         17
      8.10.2.  Major                                                                         18
   8.11.  TRANSFER TO PRODUCTION AND PROJECT CLOSURE                                         18

9.    FINANCE                                                                                18

   9.1.   BUDGETS                                                                            18
   9.2.   COST OF UNITS                                                                      18
</TABLE>

APPENDICIES

<PAGE>

<TABLE>
<S>                                                                                          <C>
APPENDIX A - SCOPE I SPECIFICATION CHANGE REQUEST FORM                                       18
APPENDIX B - MASTER SCHEDULE                                                                 19
APPENDIX C - PROJECT MATERIAL PLAN                                                           21
APPENDIX D - PROJECT QUOTATION, JANUARY 12, 2000                                             22
</TABLE>
<PAGE>

5.   REFERENCE DOCUMENTS - INCLUDE BOTH INTERNAL AND EXTERNAL

     This section contains a listing of all internal SeaMED Procedures and
     external documents referenced in the Project Plan, including safety agency
     and regulatory standards, directives or documents.

     .    SeaMED Document Change Procedure                        900319
     .    SeaMED Documentation Control Operations Manual          908608
     .    SeaMED Product Requirements Specification, RedButte        TBD
     .    Manufacturing Plan, RedButte                            950056
     .    Manufacturing Test Plan, RedButte                       950047
     .    SeaMED Product Development Procedure                    902148
     .    SeaMED Design Review Procedure                          915005
     .    Service Plan, RedButte                                     TBD
     .    UL 2601-1
     .    CSA C22.22 No.60101
     .    EN 60601-1/IEC 601-1

6.   EXECUTIVE SUMMARY

     The RedButte project is a Manufacturing transfer project of the Rita Model
     1500 ablation system from Apical to SeaMED. This project will be conducted
     in accordance with SeaMED Product Development Procedure (SeaMED dwg.
     #902148)

     The NRE work is described in the Quote sent to Rita January 12, 2000, which
     is attached as Appendix D.

     SeaMED will transfer the Rita design into Manufacturing at SeaMED. Design
     responsibilty for the product resides with Rita. SeaMED will not create a
     Design History File nor conduct a Hazard Analysis. Thse are understood to
     be responsibilities of Rita. SeaMED will not conduct Design Verification
     Testing. Rita is responsible for conducting "correlation" testing to make
     sure the product has been transferred without violating the Product
     Specifications.

     6.1. Product Description

          The customer is Rita Medical Systems Inc., located in Mountain View,
          California.

          The product is the Rita Model 1500 RF Generator. The product is an
          electro-surgical cutting and coagulation device, which generates RF
          energy for the ablation of soft tissue.

          The product includes a sheet metal enclosure, plastic bezel, overlay,
          7 PCBAs, custom magnetics, power supply, 9 wire harnesses, footswitch,
          detachable power cord, and a disposable probe.

          This product is an evolution of an earlier model device. Both it and
          its predecessor have been manufactured previously by Apical.

6.2. Description of project name
<PAGE>

     SeaMED traditionally names its projects after a Washington state mountain
     peak which has the same first letter as the name of the customer. The name
     chosen for this project is Red Butte, elevation 7,208 feet, in the North
     Cascades of Washington State.

6.3. SeaMED's Role in the Project

     .  SeaMED has been hired to manufacture the Model 1500 RF ablation device
        for Rita Medical Systems.  SeaMED will transfer the design from Rita to
        SeaMED.

     .  SeaMED will not be doing electrical or mechanical design.  There is no
        software development on SeaMED's part.

     .  Primary SeaMED activities described later in this Project plan include:

         SeaMED Project Planning, including a Project Plan (This is a non-
         billable activity), Project Schedule, Manufacturing Plan, Manufacturing
         Test Plan, and Manufacturing Test specifications.

         Documentation Transfer of Rita drawings.

         Review and audit Rita BOM dated 11/29/99 to physical samples provided
         by Rita to correct any BOM errors prior to loading BOM into SeaMED MRP
         System, Proteus.

         Document 9 Wire Harnesses from BOM and Physical sample provided by Rita
         Medical.

         Create source control drawings for parts that are not currently
         documented at SeaMED.

         Release Rita drawings in SeaMED's system in order to procure, inspect,
         and stock parts for manufacturing.

         Create a Final Assembly Drawing with instructions that SeaMED can use
         to build the device.

         Generate the Bill of Material in MRP to structure material procurement
         and the manufacturing process in the most efficient manner.

         Create and release a Process FMEA (This is a non-billable activity)

         Develop Manufacturing Test procedures to test the model 1500 in
         manufacturing:

         Design and build a Golden Board Test Fixture (GBTF) to support board
         level test, calibration and debugging of individual PCBAs.  This
         fixture will also be used to provide in/out of house service boards.

         Design and build a System Test Fixture, a QA Final Test Fixture and a
         Run-In Test Fixture.
<PAGE>

          Make layout modifications of the Display PCBA as requested by Rita to
          remove switches and obsolete traces, eliminate interference between
          PCB and connectors, trim/notch PCB top and bottom, add 11 position
          single row ribbon cable locking connector, and eliminate extra
          mounting holes not needed.

          Provide input for Rita Run-In test code to be developed by Rita.

     .  SeaMED will not be responsible for performing clinical research,
        submitting FDA applications, providing repair services in the field, or
        providing marketing and sales services.

     .  SeaMED will not be performing Design Verification Testing to verify the
        product meets the Device Specifications.

     .  Rita has the responsibility for the final Design Validation.

     .  SeaMED can make no claims about the clinical efficacy of this product.
        SeaMED's responsibility is to manufacture the device to meet the
        specification document.

     .  SeaMED will service the product in accordance with RedButte project-
        specific Service Plan, document number TBD.

6.4. Rita's Role in the Project

     Rita is responsible for providing to SeaMED all Bills of Materials, part
     drawings, schematics, and electronic files necessary to order, receive and
     inspect materials.  Rita deliverables are listed in sections 8.6, 8.7, and
     8.8.4.

     Rita is responsible for all design in the project, including providing
     documented evidence to the FDA that the Product Functional Specifications
     given to SeaMED are appropriate and address the intended use of the device,
     including the needs of the user and the patient.

     Rita is responsible for providing validated Run-In Test software.

     Rita is responsible for Design History File, Design Verification and Design
     Validation which proves that the product satisfies the user needs and
     intended use of the device.

6.5. Schedule Overview

     .  The goal of this project is to transfer Rita documentation to SeaMED
        such that first 25 Production units can be built by May 8, 2000.
     .  This project is managed in phases, which may overlap.
     .  In Phase I SeaMED will develop planning documents (Project Plan,
        Materials Plan, Manufacturing Plan, and Manufacturing Test Plan).
     .  Phase II runs in parallel with Phase I and comprises the documentation
        transfer aspect of the project - BOM transfer into the SeaMED system,
        release of drawings into SeaMED, creation of wire harness assembly
        drawings, as well as procurement of long-lead parts, design of test
        fixtures.
          .  Phase III includes the procurement of materials for Production
             units, creation
<PAGE>

              of Final assembly drawings, build of test fixtures, and creation
              of test procedures.
           .  Phase IV includes verification and validation of test fixtures and
              Production build of the first 25 Production units which are
              subsequently tested by Rita as "correlation units".
           .  Phase V contains a Production Readiness Review at SeaMED to check
              that all manufacturing issues have been addressed, and the project
              is released to Manufacturing, bringing the project to closure.
           .  All phases have Phase-ending reviews per SeaMED's Design Review
              Procedure (#915005).
           .  Deliverables by Phase are described in section 8.6.
           .  Key milestone dates are shown in section 8.6.2
           .  Appendix B is the RedButte Project schedule

    6.6.  Financial Overview
           . Total NRE for the project, per the January 12, 2000 quotation was
             quoted at $163,268.
           . $10,518 is budgted for Test fixture materials. The remaining
             $152,750 was budgeted as labor.
           . On January 14, 2000, it was agreed to reduce the labor by $1575.
             The new NRE totals are: $161,693 total, $151,175 labor.
           . Labor to support the acitivities described in this project are
             billed out at the following rates:
               .    Project Director                 $  0
               .    Quality Engineer                 $  0
               .    Manufacturing Engineer           $105
               .    Test Engineer                    $105
               .    Material Coordinator             $  0
               .    Technician                       $ 55
               .    Document Tech                    $ 55
               .    PCB Designer                     $ 65
               .    Drafting                         $ 55

          .  In the event of a scope change, the billing rate for the Quality
             Engineer will be $105 per hour for efforts to support the scope
             change only.

          .  Project RedButte is a fixed price project.  SeaMED will invoice
             Rita monthly for the amount of work performed until the fixed price
             limit is reached.  Payments are not based on milestones.


7.   REGULATORY AND SAFETY AGENCY APPROACH

     7.1. Product Class Designation

          7.1.1.  FDA-21 CFR Ch. 1 (4-1-87 Edition) Part 820-Good Manufacturing
                  Practices

          .       The FDA classifies RedButte as a Class II medical device
<PAGE>

SeaMED Team:
-----------
     Project Director (PD)              Gordon Overbye
     Manufacturing Engineer (MfgE)      Dave Hval, Jean Rempel
     Test Engineer (TE)                 Wayne Waldroup, Jack Ross
     Quality Engineer (QE)              Darin Ronken
     Document Technician (Doc Tech)     Jeanie Hofland
     Drafting (Drft)                    Tim Tate

     Materials Support
     Materials Coordinator (MC)         Shelley Cleary
     Production Control (PC)            Ramona Clifton

     Customer Support Team
     Customer Support (CS)              Sandy Carter

8.2. Team Meetings

     Project Team Meetings will be held weekly throughout the project to plan
     global activities and track overall progress. This meeting is intended to
     be a one hour status meeting. The Project Director is responsible for
     conducting this meeting and will publish minutes, which will be distributed
     to the Customer, the project team, and the Project Notebook.

     If the project director is absent, either the Test Engineer or another team
     member will be so designated.

     Project Team Meetings will be posted in the corporate weekly schedule so
     that other members of the company may attend if desired.

     Even though a member may be absent from a meeting they are still
     responsible for any action items or information that occurs at the meeting
     they missed.

     The Customer may elect to be involved in team meetings via telephone or via
     on-site visits at their discretion.

8.3. Communication (Points of Contact)

     Good communication between SeaMED and Rita is critical to the success of
     the project. Essential communication between companies should pass through,
     in writing via fax or E-mail, between the Project Director (Gordon Overbye)
     and Zia Yassinzadeh. Technical communication may pass through other points
     of contact, as practical. The SeaMED Project Director and Rita contacts
     should be apprised of important information passing through other channels.

     Communication regarding unit deliveries should pass through Customer
     Support (Sandy Carter) at SeaMED and Lori Nelson at Rita.

8.4. Project Notebook
     8.4.1.  Project Notebook
     The Project Notebook serves as a central file for project correspondence
     that relates to project
<PAGE>

     administration.

     All project related correspondence should be entered into the Project
     Notebook.  This includes meeting minutes, faxes, letters, memos, phone call
     logs, notes, correspondence, etc.  Documents that are formally released
     under Configuration Control need not be placed into the notebook.  The
     author of the correspondence or a document decides who on the Project Team
     receives that document.

     Documents shall be filed in chronological order with an index at the front.

     The Project Notebook shall be located and retained in the SeaMED Document
     Control area. It is audited and maintained by Documentation Control per the
     Document Control Operations Manual, 908608.

8.5. Design History File

     SeaMED will not create a Design History File for this project.  The
     responsibility for creating and maintaining a Design History File lies with
     Rita.

     Rita maintains the DHF for the system design.  Any design changes at SeaMED
     will be processed through Document Change Notices per SeaMED Document
     Change Procedure, document 900319.  All design related material will be
     filed in the Design History File by Rita.

     The Design History File will be maintained by Rita throughout the
     manufacturing phase.

8.6. Detailed Project Schedule
     8.6.1.  Project Phases
     Phase I:  Proiect Planning, SeaMED output deliverables
     ------------------------------------------------------
     (Note:  Rita is responsible for Design content, Design History File, Risk
     Management, Verification and Validation of hardware and software.)
        .  Release Project Plan (PD)
        .  Release Manufacturing Plan (MfgE)
        .  Release Manufacturing Test Plan (TE)
        .  Transfer a Product Requirements Specification (MfgE)
        .  Phase I (Spec) Ending Review (PD, team)

     Phase I:  Proiect Planning. Rita input deliverables
     ---------------------------------------------------
        .  PO for NRE
        .  PO for production units
        .  Product Reuirements Specification
        .  Sample unit for evaluation

Phase II:  Conceptual Design/Documentation Transfer, SeaMED output deliverables
-------------------------------------------------------------------------------

   .  Release Rita BOM into SeaMED MRP (MfgE)
   .  Transfer Rita drawings and schematics into SeaMED system (MfgE, Doc
  Tech)
      .  Create wire harness assembly drawings (MfgE, Drft)

<PAGE>

     .  Re-layout Display PCBA (PCB Designer)
     .  Create Test Specifications (TE, Rita)
     .  Design Test Fixtures (TE)
     .  Phase II (Paper) Ending Review (PD, team)

Phase II:  Conceptual Design/Documentation Transfer, Rita input deliverables
----------------------------------------------------------------------------
   .  Rita BOM
   .  Electronic files of Rita drawings and schematics
   .  Procure Long Lead Items for first Production Build (MC)
   .  Mechanical requirements for Display PCBA redesign actvity
   .  A set of PCBAs for use as Test Fixtures
   .  Test specification requirements
   .  Packaging documentation
   .  Operator's Manual

Phase Ill:  Prototype & Engineering Confidence Testing, SeaMED output
---------------------------------------------------------------------
deliverables
------------
(Note: there are no prototypes in this project.)

   .  Review and RedlineDrawings and Documents (MfgE, QE)
   .  Send first article custom magnetics to Rita for Engineering Confidence
  Testing (TE, Rita)
   .  Build Test Fixtures (TE)
   .  Create process FMEA (MfgE)
   .  Finalize Pre-Prod Manufacturing Plans and Procedures (MfgE, TE)
   .  Phase III (Verification) Ending Review (PD, team)

Phase III:  Prototype & Engineering Confidence Testing, Rita input deliverables
-------------------------------------------------------------------------------
   .  Run-in Test Software

Phase IV:  PreProduction & Design Verification, SeaMED output deliverables
--------------------------------------------------------------------------
   .  Build 25 correlation Production Units at SeaMED (Production, MfgE)
   .  Verify and Validate Test Fixtures (TE)
   .  Verify Test Procedures (TE)
   .  Update Drawings as necessary (MfgE, Drft)
   .  Perform correlation Testing of Hardware (Rita)
   .  Support for Regulatory Submittals (QE)
   .  Phase IV (Final) Ending Reviews (PD, team)

Phase IV:  PreProduction & Design Verification, Rita input deliverables
-----------------------------------------------------------------------
 .     Test results of custom magnetics 1st articles

      Phase V:  Transfer to Production, SeaMED output deliverables
      --------------------------------------------------------------
          .  Production Readiness Review (MfgE, team)
          .  Build remaining Production units on 1st P.O. (Production)

      Phase V:  Transfer to Production, Rita input deliverables
      -----------------------------------------------------------
          .  Correlation test results
          .  Production forecast

     8.6.2. Key Milestones
          . Project Start                              Phase I         1/00
          . Phase I Design Review                      Phase I         2/00
          . Phase II Design Review                     Phase II        2/00
          . Phase III Design Review                    Phase III       4/00
          . Build 1st 25 Production units              Phase IV        5/00
          . Phase IV Design Review                     Phase IV        5/00
          . Production Readiness Review                Phase V         6/00

8.7.  Assumptions
      . Rita Medical Systems will specify and qualify suppliers for any key
        subassemblies and Plexus will be able to purchase from these suppliers
        at the Rita Medical prices.

      . Any inspection data or reports available from previous receipt or
        inspection of material will be made available to SeaMED/Plexus in an
        effort to reduce material inspection time.

      . Rita will provide one complete, current set of documentation,
        including the specifications called for on any customer documents, and
        properly identified (part number and rev) software or magnetic media,
        if customer supplied.

      . Rita will not provide electronic files for an assembly drawing.
                  ---
        Therefore, SeaMED will need to generate the files.

      . A unit, built to the configuration to be transferred to SeaMED, will
        be provided.  This unit will be used to generate the Assembly Drawing.

      . CAD Models of tooled components such as sheetmetal and cast urethane
        plastic parts will be available.  Other parts will need to be created by
        SeaMED Drafting.

      . Rita will provide drawings for all parts in the unit.

      . SeaMED will release customer-supplied Rita drawings into the SeaMED
        system without SeaMED signatures.

      . Operator's Manuals will be supplied by Rita.

      . Packaging for the device has been designed by Rita/Apical and is
        suitable for shipping production units. The packaging documentation
        will be released in the Document Transfer process.

        Test Specification Documents are supplied by customer.

8.8.  Approvals and Customer Deliverables

     8.8.1.  Customer Approvals Required

          The following is a list of items that require Rita's approval. The
          Customer will be notified in writing that their approval is
          required, but serious delays
<PAGE>

            can result if the approvals are not granted in a timely way:
            .  Project Plan
            .  All Phase -Ending Reviews
            .  Scope / Specification Change Requests
            .  Document Change Notices as defined by the Document Change Control
               Agreement (DCCA) between SeaMED and Rita.
            .  Production Readiness Review (PRR)

             Note:  Customer Approval is required per SeaMED Procedure on the
             Phase Ending Reviews and the PRR.

     8.8.2. SeaMED Approvals Required

            The following is a list of items that require approval of the
            Director of Project Management:

             .  Project Plan
             .  Phase Ending Reviews

             The following is a list of items that require approval of SeaMED's
             Vice President and General Manager of Manufacturing:

                .  Production Readiness Review
            Note: See SeaMED Design and Phase Ending Review Procedure, 915005
            and SeaMED Production Readiness Review Procedure, 913872 for
            approvals required.

     8.8.3. Signature Authority
            .  The following are authorized to sign for Rita:
            .  Zia Yassinzadeh (Program Manager), Ron Steckel (VP Operations),
               Dan Balbierz (VP R & D)

     8.8.4. Customer Deliverables

            .  See section 8.6

     8.8.5. Summary of Unit Allocation and Pricing

            .  Unit pricing is defined in the Quote given Rita, dated January
               12, 2000
               .  The first P.O. will be for 200 units.  All will be built as
               Production units.
            .  Rita will conduct correlation testing on the first 25 units to
               ensure that units built at SeaMED conform to the Product
             Specifications.

8.9. Design Reviews

     Various Design Reviews are held throughout a phase as well as at the
     completion of each phase, or group of phases as appropriate, and conducted
     per SeaMED Design and Phase Ending Review Procedure, 915005.  Design
     Reviews are documented with a report and
<PAGE>

      placed into the Project Notebook. Design reviews are identified as a task
      on the Project Schedule, (Appendix B).

8.10. Changes to Project - i.e. scope, spec, schedule, responsibility, etc.

      The Project Plan is revised and changed through the SeaMED Document Change
      Procedure, 900319, at the end of each phase, and additionally when
      determined necessary by the Project Director. The Project plan may also be
      revised thought the "Scope / Specification Change Request Form," see
      Appendix A. This change request form is used when either SeaMED or the
      Customer request changes, and is classified into two groups, Major and
      Minor. Additional pages may be attached as necessary to describe and
      support the request. The Project Director numbers and tracks the Change
      number assigned to the Scope Change Request Form. The completed and
      approved Scope / Specification Change Request Form becomes part of the
      DHF.

      Example:

      SeaMED recognizes that plans change. SeaMED will notify the customer in
      writing of any changes foreseen and the ramifications of changes requested
      by either SeaMED or the Customer. SeaMED classifies changes into two
      groups.

      8.10.1.  Minor

               .  Minor scope changes are those activities which are outside the
                  work defined in the January 12, 2000 scope that do not affect
                  milestone dates and are below $2000.
               .  Minor scope changes may be documented in team meeting minutes,
                  a Scope Change request form, or an e-mail sent to the
                  customer, estimating the cost of the change.
               .  Scope changes may be approved by the customer by written
                  acknowledgement via letter, fax, or e-mail.
               .  Scope changes shall be implemented by revising the appropriate
                  documents, including this project plan.
               .  Scope change costs will be handled by Rita either increasing
                  the original NRE P.O. or by issuing a P.O. to cover the Scope
                  Change.
               .  In the event that it is necessary to DCN a drawing because it
                  was discovered to be in error or inadequate, and it is
                  determined that the cause was documentation provided by Rita,
                  the implementation of the DCN will be charged to Rita as a
                  minor scope change. Should the DCN be for the convenience of
                  SeaMED or to correct a SeaMED error, there will be no charge.

          8.10.2.   Major

                    .  Major scope changes are those activities which are
                       outside the work defined in the January 12, 2000 scope
                       that do affect milestone dates and are in excess of
                       $2000.
                       . Major Scope changes require a re-evaluation of the
                         overall Project schedule and project NRE costs.
                    .  Major scope changes may be documented in a Scope Change
                       request form, or an e-mail sent to the customer,
                       estimating the cost of the
<PAGE>

                       change and effect on schedule.
                    .  Major scope changes may be approved by the customer by
                       written acknowledgement via letter, fax, or e-mail.
                    .  Scope changes shall be implemented by revising the
                       appropriate documents, including this project plan.
                    .  Scope change costs will be handled by Rita either
                       increasing the original NRE P.O. or by issuing a P.O. to
                       cover the Scope Change.

     8.11.  Transfer to Production and Project Closure
            .  Transfer of the product to production will be per SeaMED
                Production Readiness Review Procedure, 913872

9.   FINANCE

     9.1.  Budgets
             .  This project is a fixed-price project, per the quotation sent
                January 12, 2000.
             .  See Section 6.6 for any revisions to the budget.
             .  At each Phase-ending Design Review, the project NRE totals and
                 unit pricing will be reviewed. Any amendments to NRE or unit
                 pricing will be documented in Phase-Ending Review minutes and a
                 revision update of this Project Plan,
             .  See Appendix D for the January 12, 2000 quotation.

     9.2.  Cost of Units
             .  The first 25 units will be built to validate the manufacturing
                 transfer of the device; these units will be billed at actual
                 material and labor rates. The remainder of the units will be
                 priced according to the January 12, 2000 quotation.

     Appendix A - Scope Change Request Form

     Appendix B - Master Schedule (subject to change without revision to this
     document)

     Appendix C - Material Plan

     Appendix D - January 12, 2000 Quotation
<PAGE>

 Appendix A - Scope / Specification Change Request Form

<TABLE>
<CAPTION>
                                                                                Sheet 1 of______
Project Name:                                                                   Change Number:
--------------------------------------------------------------------------------------------------------
Requested by:                                               Date:
--------------------------------------------------------------------------------------------------------
<S>                                                         <C>
Specification Change:  [_] YES [_]  NO                      Scope Change:  [_] Major   [_] Minor
--------------------------------------------------------------------------------------------------------
Requested Change:


--------------------------------------------------------------------------------------------------------
Reason:


--------------------------------------------------------------------------------------------------------
Schedule Impact:


--------------------------------------------------------------------------------------------------------
Program Cost Impact:


--------------------------------------------------------------------------------------------------------
Unit Cost Impact:


--------------------------------------------------------------------------------------------------------
CUSTOMER RESPONSE:       [_] Accept     [_] Reject (attach explanation)
----------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Reviewed By: (Customer & SeaMED)               Date:__________________

Name:___________________________________       Date:_________________

Name:________________________________
--------------------------------------------------------------------------------------------------------
</TABLE>

Return completed form to SeaMED, Attn:  Project Director
<PAGE>

Appendix B - Master Schedule

Team identification and abbreviation table:
On the following schedule, to the right of each task name is the name of the
team member responsible for that task.

Abbreviations used below and in the schedules:
   Initials                Title/Function               Team Member
   --------                --------------               -----------
     PD               Project Director                   Gordon Overbye
     EE               Electrical Engineer                None
     EET              Electrical Technician              TBD
     Drft             Drafter                            TBD
     PCB              PCB Designer                       Tim Tate
     MC               Materials Coordinator              Shelley Cleary
     ME               Mechanical Engineer                None
     MET              Mechanical Technician              TBD
     DC               Document Control Technician        Jeanie Hofland
     QE               Quality/Reliability Engineer       Darin Ronken
     QET              Quality Technician                 TBD
     TE               Test Engineer                      Wayne Waldroup,
                                                         Bruce Mainwaring
     MfgE             Manufacturing Engineer             Dave HvaI,
                                                         Jean Rempel
     Prod             Production                         TBD
<PAGE>

Appendix C - Project Material Plan

                            REDBUTTE MATERIAL PLAN

1.   SCOPE

     This document outlines the plans for procurement and management of the
     materials required for the Prototype and PreProduction builds of the
     RedButte project. This document is supplemental to the existing Project
     Plan and associated proposals.

2.   PURPOSE
     The purpose of this plan is to document the management of the material for
     the RedButte project to meet the schedule, cost and manufacturing
     objectives.

3.   REFERENCE DOCUMENTS
     906817    SeaMED Supplier Qualification Procedure
     916304    SeaMED Revision Q Procedure
     905245    SeaMED Documentation Manual
     913571    SeaMED Project Plan Procedure
     950053    Project Plan, RedButte
     950056    Plan, Manufacturing RedButte

4.   MATERIAL TEAM

     The Material Support Team (MST) shall consist of representatives
     from Purchasing, Stores, Receiving Inspection, Production Control,
     and Supplier Quality and shall be under the leadership of a
     Material Coordinator. The Material Coordinator shall provide a
     single point interface on material matters to the Red Butte
     Project Director, to the Red Butte team, and to the customer.

     The Material Coordinator reviews the master schedule, interprets
     requirements
     and develops and manages lower tier schedules which include:
     Identification and procurement of long lead material.
     Accuracy of the BOM, sales order and/or master schedule.
     Release dates of drawings to support schedule.
     Supplier approval schedules.
     Schedule for initialization of hard tooling.

     The Material Coordinator will manage and report to the Project Director
     material shortages, excess and inactive inventory amounts, transfer price
     estimates, and any material issues which may impact project schedule or
     cost.

5.   PROTOTYPEBUILD
     No prototype units will be built for this project.
<PAGE>

6.   PREPRODUCTION BUILD

     There is no pre-production build. All units are production units built at
     rev A. The first 25 units will be billed at actual labor and material cost.
     Remaining units will be billed as per unit cost quoted on January 12, 2000
     quotation (see appendix D). A long lead (greater than 8 weeks lead time)
     BOM will be generated and master scheduled to support the Production
     schedule. Upon receipt of a purchase order from Rita the master schedule
     for the long lead BOM will be removed and a sales order will be loaded to
     drive the demand for the remaining material. All custom part drawings will
     be released to Revision A for the purchasing team to buy. Assembly drawings
     will be released to Revision A prior to work orders being opened.

     While the overall responsibility still resides with the Material
     Coordinator, the Planner will have the responsibility for the day to day
     operations (opening work orders, monitoring shortages, expediting, etc.),
     and data entry of the BOM and BOM changes as provided by the Manufacturing
     Engineer. The Material Coordinator will work with the Material Team to
     implement design changes. The Production Planner will monitor the shortage
     report and expedite material from receiving through to the work cell. MRB
     meetings will be held as needed to move material through MRB to the work
     cell. The Planner will provide shortage reports to the Material
     Coordinator.

7.   SUPPLIERS
     Suppliers for custom parts will be selected the Material Support Team from
     suppliers on the Approved Supplier List (ASL). Initially, Rita's suppliers
     will be used to meet production deadlines and requirements until SeaMED is
     in a position to conduct an orderly transition to its own approved
     suppliers.

     If a new supplier is needed to meet project production requirements, the
     Material Coordinator will initiate and oversee the approval process (ref.
     SeaMED Supplier Qualification Procedure 90618). The cost of the approval
     process will be billed to the project. A status will be given at Phase
     Ending reviews.

     Suppliers selected by Rita will be added to the ASL with a Conditional
     Status-project specific. To initiate this process the customer will send a
     letter to the Material Coordinator directing SeaMED to procure from the
     specified supplier.

8.   CUSTOMER SUPPLIED MATERIAL (CSM)
     No customer supplied material will be provided for this project.

9.   SPARES AND OTHER NON-PRODUCTION DEMAND
     It is the customer's responsibility to identify requirements for spares and
     other non-production demand as early as possible. Failure to plan prudently
     will result in higher piece part costs and increased risk in achieving
     schedules.

10.  FINANCIAL

     10.1.  Excess and Inactive

            During the performance of this project, SeaMED will purchase
            materials support the requirements defined in the contract agreement
            and the project plan. Certain materials that
<PAGE>

            SeaMED will acquire will be subject to minimum-buy
            requirements, scrap and attrition additions and quantity price
            breaks which may result in excess material accumulation on the
            project. Additionally, design changes may cause other materials to
            become inactive. SeaMED will use it's best efforts to minimize the
            impact on the project of excess and/or inactive. However, the final
            costs associated with the accumulation of excess or inactive
            materials (including storage costs if off site storage is required)
            will be billed to the customer. A separate SeaMED project billing
            account will be opened for RedButte project scrap material for the
            development (including PreProduction) phase of the project. Parts
            purchased by SeaMED that become inactive due to design changes will
            be billed to this account on a monthly basis. Due to the difficulty
            in estimating the amount of scrap, it was not included in the NRE
            estimate. The Material Coordinator will report on a monthly basis to
            the Project Director the status and amount of Excess and Inactive
            Material.

     10.2.  Tooling

            The NRE budget does not include estimates for production tooling. If
            hard tooling is required, prior to initiation of hard tooling,
            estimates will be obtained and additional PO coverage will be
            needed.

            Ownership of the tooling resides with Rita. For confidentiality,
            Rita's name will not be marked on the tooling. All tooling purchased
            on this contract shall have the following statement added to the
            Purchase Order:
               The tooling procured or fabricated under this Purchase Order
               shall become the property of SeaMED. Each item shall be
               permanently marked or labeled "Property of SeaMED Corp." Tooling
               shall be returned to SeaMED on request.

     10.3.  Material Deposits

            No material deposit is required.

     10.4.  Transfer Price Estimate

            The Material Coordinator will track the unit price throughout the
            development process.

            The initial quote was based on a 11/29/99 BOM. It has been agreed
            the final transfer price is to be determined following a BOM audit
            conducted in January 2000.
<PAGE>

                        Appendix D - Project Quotation

                               January 12, 2000



Section One
-----------

Company Introduction

The merger of Plexus Corp. and SeaMED Corp. has created a world-class product
development and manufacturing organization with a major focus on creating custom
electronic and electromechanical products for the medical industry. Plexus has
the experience to manufacture and service a complex instrument such as the NSX
device. We have a broad range of capabilities in Procurement, Material Handling,
Quality Assurance, Test, Manufacturing, Quality, Test Engineering, and Customer
Support to support this type of product in the volumes you require.


Corporate Level


Plexus is the premier engineering and product development company in the EMS
industry. Plexus engineering services allow our customers to develop reliable
products delivered to the market on time and at an acceptable unit cost. At
Plexus Corp. we pride ourselves in being able to supply a complete menu of
value-added design and manufacturing services, from which our customers can
choose. The focus of these services is to provide a competitive advantage in
time-to-market, technology, flexibility, and total cost.

The capabilities that Plexus offers span the product life cycle from design,
test, and proto-typing through production manufacturing and depot
repair/service. This range of expertise allows for the seamless transition of a
product from any one phase to another throughout the development and
manufacturing cycle. Plexus is able to support product transition from any of
these phases of the product life cycle. As part of our corporate strategy,
Plexus Corp. provides value-added services while minimizing cost to the
customer.
<PAGE>

Section Two
-----------

Procurement and Materials Management

Due to changing market conditions and customer requirements, Plexus is
continuously reviewing materials procurement and management solutions. Our
objective in materials management is to provide the proper mix of flexibility,
low cost and minimal component lead-time to meet our customer's objectives. To
date, we have provided unique solutions for our existing customers, which
include the following:

 .  Flexibility Model (covers up-side and down-side schedule fluctuations)
 .  Assured Supply Models
 .  Bill of Material obsolescence review and management
 .  Proactive Cost Reduction Program
 .  Transition of supply from existing sources (customer supplied inventory)
 .  EDI - 830 MRP share with supply base

Each of these strategies is made possible due in part to our excellent supplier
relationships and our supply chain management. Plexus corporate procurement is
broken into Commodity Teams with experience in the industry and established
vendor relationships for each of the major component types (semi-conductors,
mechanical parts, OEM components, passive components, interconnecting devices
and printed circuit boards).


Manufacturing

The facilities are equipped to support a wide range of manufacturing and test
requirements including leading edge technologies as described below. Plexus has
successfully transitioned numerous existing products into manufacturing and has
instituted a dedicated product introduction team to ensure continuity of supply
to our customers. Plexus is committed to on-time delivery and notification in
advance of any delivery variances. Plexus customers have access to a dedicated
Program Manager to provide up to date product manufacturing and delivery status.

In addition we support all of our products in production through Focus Factories
and Product Companies. A typical Focus Factory provides the following services:

 .  Machinery and staff tailored to your products
 .  Self managed and directed production staff
 .  Minimized manufacturing cycle time
 .  Material acquisition and consumption plans
 .  Finished goods management
 .  Agency requirement standards and documentation
 .  Efficient manufacturing (leading to lower manufacturing costs)
 .  Higher quality products (information feedback cycle time is shortened)
 .  Dedicated Mfg. Engineering, Materials, and Quality Engineering resources to
   support continuous improvement of the product

Quality Assurance
<PAGE>

Plexus has established solutions for quality inspection and test of all printed
circuit card and system level assemblies we manufacture. Quality Engineering
works with the Product Company to resolve supplier related quality issues and
monitor any field failure trends for continuous improvement opportunities.

Test

Our objective in product testing is to provide the proper test type to ensure a
robust product at the lowest possible cost. Our preference is to be involved in
the test development as early as possible in the product design process in order
to maximize test coverage at the board and system level.

The test services Plexus offers include the following:
 .  In-circuit:  HP307X, GenRad 227X & 228X, Teradyne 18XX
 .  Functional:  Base & Nest, Subassembly, stand alone
 .  Environmental Test: Temperature, vibration, shock
 .  X-ray Laminography
 .  Functional Test (custom designed by Plexus or customer supplied)
 .  Environmental Stress Screen (including vibration, temperature cycling and
   shock)
 .  Automated data collection
 .  Test software development
 .  Test fixture fabrication
   .  Integrated design for testability

Test Engineering

Plexus has a world-class test design staff with experience in developing tests
for medical, industrial, network/telecom, transportation, and other products.
For new test requirements, we utilize state-of-the-art development tools,
processes and procedures that enable us to develop comprehensive manufacturing
test strategies and solutions while managing the NRE costs associated with the
program.

Customer Support

Plexus provides a Customer Support Representative for every customer. The
Customer Support Representative will provide you information on order and
material status, billing and cost information, service and warranty information,
and also provides a point of contact for any additional technical services you
might need from minor design changes to complete redesigns, and new product
introductions.
<PAGE>

Section Three
-------------

Unit Price

The unit price is budgetary and is based on the model 1500 BOM dated 11/29/99.
Any changes to this BOM may affect the final unit cost. Please see Attachment A
for pricing details.

Unit Labor Price

Board level labor is an estimate. Firm custom PCBA labor pricing will be based
upon an accurate BOM, assembly drawings, fab drawings, and or a sample. The HLA
unit labor price for the device is based on a cellular manufacturing approach
for the device. This cell will incorporate point-of-use stocked material and a
progressive assembly and test approach. The Product will be built by assemblers
and tested by Production Technicians; at lower volumes the product may be built
and tested by Production Technicians.

Unit Materials Price

Unit material price is budgetary and is based on the BOM that was dated
11/29/99. When comparing the BOM with the individual BOMS provided 12/15/99 we
found many parts discrepancies. We ignored the individual BOMS and got quotes on
the BOM dated 11/29/99. In order to solidify material pricing we will need
accurate assembly BOMS completed with manufactures and manufactures P/N's.
Please see attachment B for comments for custom components. Please see
attachment C for material pricing comments.

Unit Test Price

Based on our experience with similar products the following tests have been
added to the unit labor cost.
 .  Back-plane
 .  CPU PCA
 .  IO PCA
 .  Thermo Board
 .  Display Driver Board
 .  Display Board
 .  RF Board
 .  System Test
 .  Electrical Safety
 .  Run-in Test
 .  Final Test
 .  QA Final Test
<PAGE>

Unit Pricing Notes and Assumptions

 .  The assembly labor hours were derived by assembling unit Serial Number 002
   that was provided by Rita. There have not been any major mechanical design
   changes since that time that would significantly affect the assembly process.

 .  Minimal amount of Loctite is used. Recommend changing to SEM screws and
   Kepnuts where possible.

 .  Calibration of unit is expected to be direct and not iterative. All
   calibrations are independent. Test procedures were not available to actually
   perform this operation at the time of this estimate.

 .  Programmable devices can be programmed on an Allpro model 96 programmer and
   there are six programmable devices in the unit (five SMT and one DIP).

 .  Power Entry Module assembly can be performed and is sufficiently documented
   for assembly by sub-contract wire harness supplier.

 .  The RF PCBA only requires attachment of the Fan and Bracket to the Heatsink
   in Final Assembly. All other assembly (including daughter PCBA/Hybrid) will
   be performed by PCBA assembly manufacturer.

 .  No Polyimide Tape in unit.

 .  No soldering of wires such as the Fan to the RF PCBA.  All connections are
   made with connectors.

 .  This quotation is valid for thirty (30) days.  Prices will be firm for orders
   placed within this thirty (30) day period and deliverable within one year of
   the date of this quotation.

 .  Plexus Professional Service Agreement (PSA) or similar, comprehensive
   manufacturing agreement to be complete and in place prior to acceptance of
   purchase order for production units.

 .  Customer has a completed product specification.

 .  All critical sub-assemblies have been qualified to meet product specification
   requirements.

 .  There will be 25 units built to validate the manufacturing transfer of the
   device; these units will be billed at actual material and labor rates.

 .  The BOM used for estimating the Unit Cost is based on information provided by
   Rita Medical and our understanding of the system.

 .  Rita Medical Systems will specify and qualify vendors for any key
   subassemblies and Plexus will be able to purchase from these suppliers at the
   Rita Medical prices.

 .  Changes to the system design and/or manufacturing process, after release for
   production, will include review and written approval by both Rita Medical
   Systems and Plexus.

 .  Assembly, Test, and Receiving Inspection first pass yields will be at least
   95%.

 .  Any materials transferred to SeaMED/Plexus will be shipped in individual
   containers with SeaMED/Plexus part numbers for easy identification.

 .  Any inspection data or reports available from previous receipt or inspection
   of material should be made available to SeaMED/Plexus in an effort to reduce
   material inspection time.

 .  Plexus Electronic Assembly normally uses No Clean Solder Paste and Wave
   Soldering Flux. Plexus Electronic Assembly does not attempt to clean the flux
<PAGE>

   residues from assemblies unless otherwise specified.

 .  Plexus Electronic Assembly Documentation Control Dept. will require the
   following at the time a purchase order is placed:

A. One complete, current set of documentation.
B. The specifications called for on any customer documents.
C. Properly identified (part number and rev) software or magnetic media, if
   customer supplied.

 .  Plexus Electronic Assembly must be placed on internal routings, to ensure
   that we will always have the latest revision of any of the above.

 .  Plexus' Corporate Engineering, Safety and Environmental Departments must
   review all chemicals specified for the manufacture of the products herein for
   health and safety issues, compliance with regulations and manufacturability.

 .  All products, test fixtures and manufacturing equipment required to assemble
   these products must be year 2000 compliant before acceptance of purchase
   order.

 .  Terms of payment are net-thirty (30) days and subject to final credit
   approval by Plexus Electronic Assembly.

 .  All shipments are FOB point of shipment Bothell, WA
<PAGE>

Section Four
------------

     Mfg. Transfer Non-Recurring Encilneerina Services for the Model 1500
     --------------------------------------------------------------------


1. Assembly Drawing and Instructions Generation    $13,450

    Value Added Service:
   . Create Assembly Drawing with Instructions that SeaMED can use to build the
     device.
   Assumptions:
   . Rita will not provide electronic files for an assembly drawing.  Therefore,
              ---
    SeaMED will need to generate the files.
   . A unit, built to the configuration to be transferred to SeaMED, will be
     provided.  This unit will be used to generate the Assembly Drawing.
   . CAD Models of tooled components such as sheetmetal and cast urethane
     plastic parts will be available. Other parts will need to be created by
     Drafting.

2. Documentation Transfer                            $16,700

   Value Added Service:
   . Drawings will be released in SeaMED's system in order to procure, inspect,
     and stock parts for manufacturing.
   . SeaMED will minimize the cost of this activity by simply taking Rita's
     drawings, creating a part number, and releasing them as is with a cover
     sheet.
   Assumptions:
   .  Rita will provide drawings for all parts in the unit.
   .  Documents will be transferred at $50/part.
   .  Per a Rita Excel BOM, dated 11-29-99, there are 392 parts that need to be
      transferred.
   .  There will only be one A-Level assembly.
   .  All drawings have had a thorough tolerance analysis and include complete
      material and finish callouts.
   .  All dimensions are in inches.
   .  All components have completed Source Control Drawings that include
      manufacturer, part numbers and data sheets.
<PAGE>

 3. Production Process Setup                                  $16,800

    Value Added Service:
    . Create a Manufacturing Plan that will ensure the product is built in the
      most efficient manner.
    . The production processes to build and test the device will be created at
      SeaMED.
    . Generate the Bill of Material in MRP to structure material procurement and
      the manufacturing process in the most efficient manner.
    . All assembly tools will be identified and setup in the Product Cell at the
      point of use.
    . Any assembly fixtures needed will be identified during this activity.
    . Assemblers and Technicians will be trained to build and test the device.
    . Release of the Product and Processes to production.
    Assumptions:
    . Hands on training at Apical where units could be built, tested, and
      shipped by SeaMED personnel will not be provided.
                                       ---
    . A unit, built to the configuration to be transferred, will be provided to
      SeaMED in order to setup the manufacturing process.
    . A representative of Rita who knows the product, will be on-site at SeaMED
      as needed to help set up the manufacturing process.
    . There is minimal tribal knowledge required to build and test the unit.
    . Generic assembly tools (e.g. screwdrivers, torque drivers, wrenches, etc.)
      are not charged to the customer.
    . No assembly fixtures and jigs will be transferred to SeaMED.  The cost to
      build assembly fixtures is not included in this cost estimate.
    . A Process FMEA is already done by Rita and is not part of this proposal.
      The Process FMEA will be released in the Document Transfer process.
    . Operators' Manuals will be supplied by Rita.
    . Packaging for the device has been designed by Rita/Apical and is suitable
      for shipping production units.  The packaging documentation will be
      released in the Document Transfer process.

4.  Mfg. Test Planning and Approach                            $14,700

    Value Added Service:

    . A manufacturing test plan will be developed to outline the approach for
      testing the device in production. The customer will approve this plan
      before proceeding into detailed test fixture design and development.

    . A manufacturing test specification will be developed that outlines all of
      the characteristics that will be tested on the device and to what
      tolerance.
Assumptions:
    . Due to low quantities, ICT will not be implemented, however the PCBAs
      could be modified to allow for ICT in the future should quantities exceed
      estimates.
    . ICT fixtures and programming are not included in this proposal and exceed
      the scope the
<PAGE>

    project. All tests are manual with the exception of Run-In Test which will
    be automated.
  . Testing will consist of PCBA and system level tests.  Power supply voltages
    and signals necessary to meet device specifications will be measured.
  . The HCU's software will be used in a test mode to read external stimulus
    (inputs) and control outputs that will be measured by independent test
    equipment.
  . The safety functions will also be tested.
  . PCBAs may be tested in the system or on a bench top tester depending on
    access to the PCBAs in the HCU.
  . Electrical safety of the HCU will be tested.  This will consist of leakage
    current tests and dielectric strength tests.  These tests will not require
    or include the disposable.


5. Mfg. Test Procedures                                       $33,495

Value Added Service:
The following test procedures will be developed and released to test the model
1500 in manufacturing:

 .  Back-plane
 .  CPU PCA
 .  IO PCA
 .  Thermo Board
 .  Display Driver Board
 .  Display Board
 .  RF Board
 .  System Test
 .  Electrical Safety
 .  Run-in Test
 .  Final Test
 .  QA Final Test

Assumptions:

none

6. Mfg. Test Fixture Material and Labor                       $44,750

Value Added Service:
 .  Golden Board Test Fixture (GBTF) will be designed and built to support board
   level test, calibration and debugging of individual PCBAs. This fixture will
   also be used to provide in/out of house service boards. This fixture will
   include various RF loads, thermocouple simulation, provide open thermocouple
   simulation, load for audio drivers, and foot switch or foot switch simulator.
   Additional bench top equipment will be required to
<PAGE>

   support the testing including a temperature measuring device, PC (to
   communicate with the unit), Oscilloscope, DMM, etc. Standard bench top test
   equipment is supplied by SeaMED. Specialized equipment specific to the HCU
   testing or equipment built into test fixtures is charged to the customer.

 .  System Test Fixture will be almost identical to the GBTF less the portion
   that holds and powers the Golden Boards. It will probably share the various
   RF loads, Thermocouple simulation, provide open thermocouple simulation, load
   for audio drivers, and foot switch or foot switch simulator. The bench top
   test equipment will also be shared. This approach will reduce the quantity of
   fixtures and equipment and therefore cost.

 .  Run-In Test Fixture will be very dependent on the type of requirements
   defined by the customer. The level of support needed to energize the RF
   output and the duration it can be driven will affect the complexity of the
   fixture design. We propose the fixture be modular and initially be built to
   support 4 units simultaneously. It will be designed to extend to 8 units by
   adding components when higher production quantities require additional
   capacity. The approach includes a PC, 8 port RS-232 board, Digital I/O board,
   AC line control switch system, RF loads and pneumatic control system. Test
   software will be developed to automate this fixture.

 .  The Electrical Safety Test will use SeaMED's safety analyzer and Hipot
   tester. Custom cables will be required to connect the unit being tested to
   the test equipment. These are considered test fixtures and will be
   documented, verified, and validated as such.

 .  The Quality Assurance (QA) Final will be a stripped down version of the
   System Test Fixture. It will not require bench top test equipment.

Assumptions:

 .  The system test pneumatic system could be eliminated if the unit's RF output
   can be Controlled via its RS-232 port or method other than the foot switch.
   If the unit's RF output can be controlled continuously without over heating
   the unit and there is no requirement for power cycling, the majority of the
   test equipment can be eliminated. This proposal estimates the worst case cost
   for a 4 station run-in test fixture.

 .  The GBTF gold board set is not included in the cost of this proposal.

7. Additional Documentation Included

The following documentation will be created during the test development process.

 .  Manufacturing Test Plan.
 .  Test Specification Documents (supplied by customer).
 .  Test Fixture Documentation including Theory of operation, Verification and
   Validation
<PAGE>

   Procedures (one for each type of fixture).
 .  Test Fixture Verification and Validation Reports (one for each type of
   fixture).
 .  Test Procedures (one for each test identified above).
 .  Test Procedure Verification Reports.

8. PCBA Design Upgrade                                        $6,000

This section covers the added design work and costs to move the PCB mounted
switches to a new membrane switch panel. The plan would incorporate this design
concurrent with manufacturing transfer of the device, starting with concurrent
approval. SeaMED will provide the PCBA redesign, Rita will perform the redesign
of the Front Panel and overlay.

Value added service:
 .  Re-layout the LED PCBA to:
 .  Remove switches and obsolete traces
 .  Eliminate interference between PCB and connectors
 .  Trim/notch PCB top and bottom
 .  Add 11 position single row ribbon cable locking connector
 .  Eliminate extra mounting holes not needed

Assumptions:
 .  Existing electronic files are available for the PCB in a format that can be
   used at SeaMED.
 .  No function or specification change to unit or unit performance.

 .  No re-qualification required.

Estimate - Labor NRE --- EE, PCB designer, ME, drafting -- $6,000
      Material NRE
          None.
          At this time it is not envisioned that a prototype run the new PCBA
          will be done.  Film and tooling for the PCB will be billed out as a
          pass-through cost when parts are ordered for production

TOTAL DESIGN NRE -- $6,000

9. Additional Engineering Services Requested By Rita Medical

Value Added Service:

 .  Review BOM dated 11/29/99 with 392 parts listed and audit to physical sample
   provided by Rita Medical week of 1/3/00 to correct any BOM errors prior to
   loading BOM into SeaMED MRP system. Manufacturers and P/Ns will also be
   audited as part of this process. Any discrepancies will be reported to Rita
   Medical for disposition. $6,600
<PAGE>

 . Document 9 Wire Harnesses from BOM and Physical sample provided by Rita
  Medical.  These documents will be suitable for purchasing wire harnesses as
  sub-assemblies from wire harness suppliers.  $4,140

 . Create source control drawings for parts that are not currently documented at
  SeaMED.  There are approximately 262 parts that will require SCDs and we
  estimate that we will have to create SCDs for approximately 1/3 of these or 87
  SCDs.  $6,633.
<PAGE>

[BAR TABLE GRAPHICS]
<PAGE>

[BAR TABLE GRAPHICS]
<PAGE>

                                  Attachment C
<TABLE>
<S>                              <C>                                            <C>                    <C>
[LOGO HERE]                      Plexus Corporation                             Quote #                0
The Product Realization Company  2121 Harrison Street
                                 Neenah, WI  54957-0529                         Date:                  2/28/00
                                 (920) 722-2826  Fax (920) 720-6700
===================================================================================================================================

Company:                  Rita Medical Systems         Project Name:              Ablation System
                          967 N. Shoreline Blvd.       Assembly #:                Model 1500
                          Mountain View, CA            Assembly Rev:              N/A
                                                       Assembly Name:
Attention:                Ron Steckel                  Prepared by:               John Grein
cc:                                                    Phone:                     425-398-2825
</TABLE>

UNIT COST INFORMATION

                                     ---------------------------------------
Estimated Annual Quantity              [***]     [***]      [***]      [***]
                                     ---------------------------------------
Estimated Release Quantity             [***]     [***]      [***]      [***]
                                     ---------------------------------------

I.        MATERIALS          [***]      [***]      [***]      [***]
II.       PCBA LABOR         [***]      [***]      [***]      [***]
III.      FINAL ASSY. LABOR  [***]      [***]      [***]      [***]
IV.       ICT TEST            N/A        N/A        N/A        N/A
V.        FUNCTIONAL TEST     Inc.       Inc.       Inc.       Inc.
VI.       RUN IN TEST         Inc.       Inc.       Inc.       Inc.
VII.      PACKAGING           Inc.       Inc.       Inc.       Inc.
                           ----------------------------------------
VIII.     TOTAL              [***]      [***]      [***]      [***]
                           ----------------------------------------
INVENTORY CARRY/MONTH        [***]      [***]      [***]      [***]

See Note 3

      Notes
      -----
1.    ICT Test is not included, PCBA design does not support ICT.
2.    Functional PCBA, System Test, Ambient Run-In Test. Electrial Saftey, and
      Final Testing Inc. in Final Assy Labor.
3.    Investory Carrying Cost/Month is based on purchasing [***] in material for
      Initial PO of [***] units.
      On initial PO of less than [***] units a carrying charge of [***] will
      apply from date of last shipment on Initial PO to date of first shipment
      on next PO.

NON-RECURRING CHARGES

A.      PCB TOOLING                           [***]
B.      PCB ETF                               [***]
C.      ICT FIXTURE                            N/A
D.      FUNCTIONAL FIXTURE                    [***]
E.      PCBA PROCESS DEVELOPMENT               N/C
F.      XRAY TOOLING                           N/A
G.      SMT PROGRAMMING                        Inc.
H.      SMT STENCIL (S)                        Inc.
I.      AUTO-INSERT PROGRAMMING                N/A
J.      CONFORMAL COATING PROG.                N/A
K.      MANUFACTURING SETUP                   [***]
L.      OTHER                                 [***]


SPECIFIC ASSEMBLY NOTES AND ASSUMPTIONS

A.     See Previous Proposal Dated January 12, 2000.
<PAGE>

B.     Final Assembly Labor is Estimated Within +/- 15%.
C.     Current PCB Supplier is Capable of Meeting Plexus Production
       Requirements.
D.     PCBA process development costs up to [***] will be paid by Plexus.
E.     Rita Medical responsible for additional costs due to design costs.
F.
G.
H.

<PAGE>

                                 Attachment D

1.   DESCRIPTION

     The RITA Medical Systems, Inc.  Model 1500 Series Electrosurgical Generator
     is designed to provide monopolar radio frequency energy to be used for
     coagulation and ablation of soft tissue.  The unit is specifically designed
     for use with RITA Electrosurgical Devices.  It provides multiple
     temperature sensor measurements, impedance and power monitoring to assist
     the practitioner in delivering the desired energy to the target tissue.

     The RITA Electrosurgical system consists of an RF generator, a disposable
     electrode, here referred to as the device, a patient connection cable, a
     return pad, a power cord, and may also include an auxiliary temperature
     probe.  The generator provides the RF energy to the device through the
     cable.  The device consists of a number of deployable branches, some or all
     equipped with a thermocouple.  The return pad, also known as the dispersive
     electrode, provides the return path for the RF energy applied by the
     device.  The power cord is a medical grade line cord that provides AC power
     to the generator.  The system is capable of reading up to three auxiliary
     temperatures through a passive auxiliary probe.  This probe is not capable
     of delivering any RF energy, and is used to provide temperature information
     about the surrounding tissue.  This probe is connected to the auxiliary
     port of the generator via an auxiliary cable.

     To use the system, the generator is plugged into the wall outlet.  The
     device is connected to the generator via the patient connection cable.  The
     dispersive electrode is placed on the appropriate location on the body and
     connected to its port on the generator.  Once the system is successfully
     powered up, the user can set the parameters of the procedure such as the
     mode of operation, procedure time, procedure temperature, and the power
     delivery level.  With the device placed in the tissue to be ablated and its
     electrodes deployed, RF can be turned on.  The system parameters are
     continuously monitored and reported by the generator.  If the measured
     parameters are outside the acceptable limits, the RF energy delivery stops
     and a message appears on the LCD display.  The RF energy delivery ceases
     once the procedure is completed based on the initial user defined
     parameters.

2.   SPECIFICATION

     2.1.  Product Classification

           Base on IEC 601-1 the product is classified as Class I, Defibrillator
           Proof, type BF Medical Electrical Equipment.

     2.2.  Power Requirements

           100-240V, 50-60 Hz.  Auto switching universal power supply.

     2.3.  Rated Input Power

           600 VA
<PAGE>

     2.4.  Rated Output Power

           2.4.1.  150 Watts into25-100 OHMS

           2.4.2.  Minimum of 100 Watts into impedance ranges of 10-25 OHMS, and
                   100-150 OHMS

           2.4.3.  Power Accuracy +/-10% or 2 Watts, whichever is greater

           2.4.4.  Operating Frequency 460 kHz +/-5%

     2.5.  Environmental

           2.5.1.  Temperature 10-40(degrees)C

           2.5.2.  Humidity 85% Non-Condensing

     2.6.  Operating Impedance

           2.6.1.  10-999 OHMS in all modes

           2.6.2.  Outside these ranges RF can not get activated, or if active
                   it will turn OFF.

           2.6.3.  Impedance Accuracy +/-20%

     2.7.  Temperature Measurement

           2.7.1.  Up to 9 channels of temperature measurement. Six channels of
                   device temperature monitoring and three channels of passive
                   electrode temperature monitoring

           2.7.2.  T type thermocouple temperature sensors

           2.7.3.  Cold Junction Compensation capability

           2.7.4.  Temperature measurement display range 15(degrees)C to
                   125(degrees)C. Internal measurement capability up to
                   150(degrees)C minimum.

           2.7.5.  Temperature measurement accuracy +/-3(degrees)C for 20-
                   120(degrees)C, -5/+3(degrees)C for LO,-3/+5(degrees)C for HI,
                   +5(degrees)C for OP.

     2.8.  Microprocessor

           Motorola 68HC11

     2.9.  Software

           Mainly in "C" Language Software Programming. Assembly language to be
           used as required.
<PAGE>

     2.10.  User Interface

            2.10.1.  Front Panel Ports

                     2.10.1.1.  Device Port: Provide means of connecting the
                                device to the generator via the patient cable.
                                The port is keyed for proper connection.

                     2.10.1.2.  Auxiliary Port: Provides means of connecting the
                                passive probe to the generator via the auxiliary
                                cable. The port is keyed (different from the
                                Device port) for proper connection.

                     2.10.1.3.  Return Pad Port: Provides means for connecting a
                                dual pad Dispersive Electrode to the generator.

                     2.10.1.4.  Foot Pedal Port: Connects a pneumatic foot
                                switch for activating and deactivating RF
                                delivery.

            2.10.2.  Front Panel Switches

                     2.10.2.1.  RF ON/OFF Switch: Push type switch to turn the
                                RF energy delivery ON and OFF.

                     2.10.2.2.  Track Ablation Switch: Toggles the system in and
                                out of Track Ablation mode. In this mode the
                                power defaults to 15 watts and can be adjusted
                                from 0 to 25 watts.

                     2.10.2.3.  Control Mode Switch: Sets the mode of operation.
                                Modes are:

                             .  Automatic Temperature Control (ATC). Uses
                                temperature as feedback for delivery of power.
                                There are three Modes under ATC:

                                   A.   ATC on average of all selected
                                        thermocouples. This is an automatic
                                        control mode of operation where the
                                        power delivery is served about a set
                                        temperature point. The measured
                                        temperature used in this control loop is
                                        the average of all selected temperature
                                        sensors of the device.

                                   B.   ATC on the highest reading. This is the
                                        same as in A above, except that the
                                        measured temperature for the control
                                        loop is the highest reading of all the
                                        selected thermocouple.

                                   C.   ATC on the lowest reading. This is the
                                        same as in A above. except that the
                                        measured temperature for the
<PAGE>

                                        control loop is the lowest reading of
                                        all the selected thermocouple.

                             .  Power Control. This is an automatic control mode
                                of operation where the power delivery is servoed
                                about a set power. The system delivers the
                                maximum of the preset power for the preset
                                amount of time. In this mode measured
                                temperatures are displayed only, and are not
                                used in the control of the power delivery.

                     2.10.2.4.  Set Temperature Switches: An up switch and a
                                down switch for setting the target temperature
                                set point in ATC mode. This is the maximum
                                temperature the system would try to achieve and
                                maintain during the procedure. Target
                                temperature can be set from 50-120(degrees)C
                                with 1(degrees)C resolution. Default is
                                100(degrees)C. Target temperature can be changed
                                at any time during the procedure.

                     2.10.2.5.  Set Power Switches: An up switch and a down
                                switch to set the maximum power the system would
                                deliver during the procedure. In Power Control
                                default is set to 1 Watt, in ATC mode default is
                                set to 150 Watts. Power set resolution is 1
                                Watt. Switches when held down will auto
                                increment/decrement the Power set.

                     2.10.2.6.  Timer Switches: Sets the time the treatment
                                would run at the set point temperature in ATC.
                                In Power mode this sets the RF delivery time.
                                Time can be set from 0.1 to 60.0 minutes in 0.1
                                minute resolution. Once this time is counted
                                down to zero, RF delivery ceases. An up switch
                                and a down switch set the Timer value. These
                                switches can be held down to auto increment
                                decrement. A third switch (Manual Timer Switch),
                                in the ATC mode allows the user to manually
                                start the count down once the RF delivery
                                starts. In ATC mode the count down starts when
                                the measured temperature is equal or greater
                                than the target temperature for 15 seconds.
                                Count down stops if the measured temperature is
                                5(degrees)C less than the target temperature for
                                15 seconds. Default timer is set to 8.0 minutes.

                     2.10.2.7.  Device Temperature Switches: Each Device
                                Temperature sensor has an accompanying switch
                                adjacent to its display. The switch is used to
                                select or deselect the reading of the sensor in
                                the temperature control algorithm. If the sensor
                                is selected, its reading is used in the
                                calculation of the average device temperature,
                                or in determining the highest or lowest measured
                                temperatures. The last sensor can not be
                                deselected in the ATC mode prior or during RF
                                delivery.
<PAGE>

                     2.10.2.8.  Auxiliary Temperature Switches: Each Auxiliary
                                Temperature sensor has an accompanying switch
                                adjacent to its display. These switches function
                                similar to Device Temperature sensors.

            2.10.3.  Front Panel LED's

                     2.10.3.1.  RF LED: A blue LED that flashes once a second
                                when the system is in standby. When RF is turned
                                on, this LED stays on continuously. The LED is
                                OFF under system failure condition.

                     2.10.3.2.  Track Ablation LED: A green LED that is OFF when
                                this mode is not selected, flashing
                                approximately every second when the mode is
                                selected, and is ON when the mode is active.

                     2.10.3.3.  Device Temperature LED's: Each Device
                                Temperature sensor has an accompanying green LED
                                adjacent to its display. The LED is ON when the
                                temperature sensor is selected and is OFF when
                                it is deselected.

                     2.10.3.4.  Auxiliary Temperature LED's: Each Auxiliary
                                Temperature sensor has an accompanying green LED
                                adjacent to its display. The LED's function
                                similar to Device LED's.

            2.10.4.  Front Panel Displays:

                     2.10.4.1.  LCD Display: A 40 x 2 character back lit LCD.
                                Informs the user of the status of the generator.

                     2.10.4.2.  Control Mode Display: A two digit, seven
                                segment, green LED display for displaying the
                                mode of operation. It displays:

                                A  For ATC average on all selected thermocouples

                                H  For ATC on the highest thermocouple reading

                                L  For ATC on the lowest thermocouple reading

                                P  For Automatic Power Control

                                C  For Track Ablation

                     2.10.4.3.  Set Temp Display: A three digit, seven segment,
                                green LED display for displaying the Set
                                Temperature in whole units of (degrees)C.
<PAGE>

                     2.10.4.4.  Set Temp Display: A three digit, seven segment,
                                green LED display for displaying the Set Power
                                in whole units of watts.

                     2.10.4.5.  Power Delivered Display: A three digit, seven
                                segment, green LED display for displaying
                                instantaneous power delivered in whole units of
                                watts.

                     2.10.4.6.  Timer Display: A three digit, seven segment,
                                green LED display. Displays time to 1/10 of a
                                minute resolution. Maximum allowed time is 60.0
                                minutes. This display, prior to the start of the
                                treatment, shows the time set for treatment at
                                the set point temperature. Once the treatment
                                starts, the display shows the remaining time of
                                treatment at the preset temperature. If the set
                                point is lost, the timer also stops. The count
                                down resumes once the target temperature is
                                reached again. During Cool Down cycle, this
                                display counts up 0.5 minute to indicate the
                                duration of this cycle.

                     2.10.4.7.  RF Time Display: A three digit, seven segment,
                                green LED display. Displays total time RF has
                                been on in 1/10 of a minute resolution. The
                                display resets to zero at the onset of a new
                                treatment cycle.

                     2.10.4.8.  Impedance Display: A three digit, seven segment,
                                green LED display. Displays the real time
                                impedance value of the tissue in whole units of
                                ohms. The display shows impedance range of 0-
                                999(OHMS). If the measured impedance is above
                                999(OHMS), the display shows OP.

                     2.10.4.9.  Device Temperature Displays: 6, three digit,
                                seven segment, green LED displays that display
                                the temperature readings of the device
                                thermocouples in whole units of (degrees)C for
                                temperatures between 15-125(degrees)C. For
                                temperatures below 15(degrees)C, LO is
                                displayed. For temperatures greater than
                                125(degrees)C and less than 150(degrees)C HI is
                                displayed. For temperatures above 150(degrees)C
                                OP is displayed. OP is also displayed if there
                                are no thermocouples present in that location.
                                If all temperature channels measure OP, the
                                displays remain blank. When HI is displayed or
                                when OP is displayed for values above
                                150(degrees)C, the actual temperature readings
                                are used for the temperature control algorithm.

                     2.10.4.10. Auxiliary Temperature Displays: 3, three digit,
                                seven segment, green LED displays that display
                                the temperature readings of the thermocouples in
                                the passive auxiliary probe. The auxiliary probe
                                displays functions similar to the Device
                                Temperature Displays.
<PAGE>

            2.10.5.  Power Entry Module

                     Located on the rear of the generator. The module is
                     equipped with fuses on line and neutral. It also includes
                     the main power switch. The fuses are rated at 6.3 Amps.

            2.10.6.  Equipotential Stud

                     Located on the rear panel of the generator.

            2.10.7.  RS-232 Port

                     DB-9 connector located on the rear panel of the generator.
                     Unidirectional, 9600 Baud,8 bits, I stop bit, and no
                     parity. Rx pin 2, Tx pin 3, GND pin 5. Cable is a direct
                     1:1 connection, no (Rx, Tx) reversal.

            2.10.8.  Buzzer

                     To provide audible feedback when the state of the machine
                     is changed, or the switches are pressed, and when RF
                     delivery is active.

     2.11.  Mechanical

            2.11.1.  Dimensions: 14.75 IN wide, 17 IN deep, 5.25 IN high

            2.11.2.  Weight: 25 lbs, +10%.
                                     -

            2.11.3.  Enclosure: Steel enclosure with plastic front bezel and
                     side brackets with RITA's approved colors.

            2.11.4.  Overlay: Front overlay with RITA's approved graphics and
                     colors.

     2.12.  Shipping and Vibration

            ASTM-D41 69

     2.13.  Cleaning and Disinfecting

            Isopropyl alcohol can be used with no degradation in quality and
            finish of labels.

     2.14.  Standards

            U12601, IEC 601-1, IEC 601-1-2, IEC 601-2-2. Must meet the
            requirements of FDA Quality System Regulation, 21CFR820, Medical
            Device Directive 93/42/EEC, and Quality System Standards, ISO 9001,
            and EN 46001.
<PAGE>

3.   ACCESSORIES SPECIFICATIONS

     3.1.  Device Specification

           Refer to each product's Design Inputs documents.

     3.2.  Auxiliary Temperature Probe

           Refer to each product's Design Inputs documents.

     3.3.  Auxiliary Temperature Cable Specification

           3.3.1.  The auxiliary cable shall have locking, keyed connectors for
                   connection to only the Model 500 and 1500 Series RF Generator
                   on one end and only RITA Auxiliary Temperature Probes on
                   other end. The connectors shall be the same on both ends.

           3.3.2.  The auxiliary cable shall meet the IEC 601-1 requirements for
                   cables and interconnects.

           3.3.3.  The auxiliary cable shall be 120+2 inches long.
                                                   -

           3.3.4.  The auxiliary cable shall be manufactured non-sterile but be
                   reusable (be capable of withstanding 50 steam sterilization
                   cycles.

     3.4.  Main Cable Specification

           3.4.1.  The main cable shall have locking, keyed connectors for
                   connection to only the Model 1500 Series RF Generator on one
                   end and only RITA Devices on other end. The connectors shall
                   be the same on both ends.

           3.4.2.  The main cable shall meet the IEC 601-1 requirements for
                   cables and interconnects.

           3.4.3.  The main cable shall be 120+2 inches long.
                                              -

           3.4.4.  The main cable shall be manufactured non-sterile but be
                   reusable (be capable of withstanding 50 steam sterilization
                   cycles.

     3.5.  Dispersive Electrode Specification

           3.5.1.  The dispersive electrode shall meet the appropriate sections
                   of AAMI/ANSI HF18.

           3.5.2.  The dispersive electrode shall be capable of adhering
                   adequately to skin without adverse skin irritation upon
                   removal.
<PAGE>

           3.5.3.  The dispersive electrode area shall be of sufficient size to
                   dissipate energy at the maximum rated power output in
                   accordance with ANSI/AAMI HF-18 requirements.

           3.5.4.  The connector on the dispersive electrode shall be compatible
                   with the dispersive electrode connection port on the Model
                   1500 Series RF Generator.

     3.6.  Power Cord Specification

           3.6.1.  The power cord shall be a medical grade line cord that
                   provides AC power to the generator

     3.7.  Foot Pedal Specification

           3.7.1.  The foot pedal shall be a pneumatic-type switch that allows
                   continuous RF energy.

           3.7.2.  The connector on the foot pedal shall be compatible with the
                   foot pedal connection port on the Model 1500 RF Generator.

           3.7.3.  The user shall be able to use the foot pedal to turn on RF
                   power only when the RF Generator is in Ready mode.

           3.7.4.  The user shall be able to use the foot pedal to turn off RF
                   power at any time.

           3.7.5  The length of the cable connecting the foot pedal to the RF
                  generator shall be 120+4 inches
                                        -


                                 ATTACHMENT D

1.   SCOPE

     The purpose of this document is to describe the software used in the model
     1500 RF generator and to provide a guide for its verification.

     This document only applies to the software used in the RITA model 1500
     Generator.

2.   PRODUCT DEFINITION

     The RITA Medical Systems, Inc.  Model 1500 Series Electrosurgical Generator
     is designed to provide monopolar radiofrequency energy to be used for
     coagulation and ablation of soft tissue.  The unit is specifically designed
     for use with RITA Electrosurgical Devices.  It provides multiple
     temperature sensor measurements,
<PAGE>

     impedance and power monitoring to assist the practitioner in delivering the
     desired energy to the target tissue.

     The RITA Electrosurgical system consists of an RF generator, a disposable
     electrode, here referred to as the device, a patient connection cable, a
     return pad, a power cord, and may also include an auxiliary temperature
     probe.  The generator provides the RF energy to the device through the
     cable.  The device consists of a number of deployable branches, some or all
     equipped with a thermocouple.  The return pad also known as the dispersive
     electrode, provides the return path for the RF energy applied by the
     device.  The power cord is a medical grade line cord that provides AC power
     to the generator.  The system is capable of reading up to three auxiliary
     temperatures through a passive auxiliary probe.  This probe is not capable
     of delivering any RF energy, and is used to provide temperature information
     about the surrounding tissue.  This probe is connected to the auxiliary
     port of the generator via an auxiliary cable.

     To use the system, the generator is plugged into the wall outlet.  The
     device is connected to the generator via the patient connection cable.  The
     dispersive electrode is placed on the appropriate location on the body and
     connected to its port on the generator.  Once the system is successfully
     powered up, the user can set the parameters of the procedure such as the
     mode of operation, procedure time, procedure temperature, and the power
     delivery level.  With the device placed in the tissue to be ablated and its
     electrodes deployed, RF can be turned on.  The system parameters are
     continuously monitored and reported by the generator.  If the measured
     parameters are outside the acceptable limits the RF energy delivery stops
     and a message appears on the LCD display.  The RF energy delivery ceases
     once the procedure is completed based on the initial user defined
     parameters.
<PAGE>

3.   OVERALL SYSTEM DESCRIPTION

     The RITA Generator is a class I, Defibrillator proof, type BF medical
     equipment.  The system is powered by a universal power supply, and can
     deliver 150 watts of RF energy.  The range of allowable impedance is 10-
     999U.  The system runs on a Motorola 68HC11 microprocessor with "C"
     programming language software.  The user interface and functions are as
     follow:

     3.1.  RS-232                       Unidirectional serial port located on
                                        the rear panel

     3.2.  RF ON/OFF Switch             Turns the RF energy on and off

     3.3.  Foot Pedal                   Functions like RF ON/OFF switch

     3.4.  RF LED                       A blue LED that flashes once a second
                                        when system is in standby, and is
                                        continuously on when the RF is being
                                        delivered.

     3.5.  Track Ablation Switch        Toggles the system in and out of Track
                                        Ablation (TA) mode. It also turns RF OFF
                                        when RF is active in TA mode. It can not
                                        turn RF ON. TA mode allows the user to
                                        ablate the needle track usually at the
                                        termination of a procedure. In this mode
                                        the power defaults to 15 watts and can
                                        be adjusted from 0 to 25 watts.
                                        Temperatures are monitored in this mode.
                                        No time information is available. The
                                        buzzer beeps intermittently in this
                                        mode.

     3.6.  Track Ablation LED           A green LED that is off when this mode
                                        is not selected, flashing when the mode
                                        is selected, and is on when the mode is
                                        active.

     3.7.  Control Mode Switch          Sets the mode of operation. The modes
                                        are:

                                        1.   Automatic Temperature Control
                                             (ATC). Uses temperature as feedback
                                             for delivery of power. There are
                                             three modes under ATC:
                                             A.   ATC on average of all selected
                                                  thermocouples. This is an
                                                  automatic control mode of
                                                  operation where the power.
                                             B.   delivery is servo controlled
                                                  about a set temperature point.
                                                  The measured temperature used
                                                  in this control loop is the
                                                  average of all selected
                                                  temperature sensors of the
                                                  device.
<PAGE>

                                             C.   ATC on the highest reading.
                                                  This is the same as in A
                                                  above; except that the
                                                  measured temperature for the
                                                  control loop is the highest
                                                  reading of all the selected
                                                  thermocouple.
                                             D.   ATC on the lowest reading.
                                                  This is the same as in A
                                                  above, except that the
                                                  measured temperature for the
                                                  control loop is the lowest
                                                  reading of all the selected
                                                  thermocouple.
                                        2.   Power Control. This is an automatic
                                             control mode of operation where the
                                             power delivery is servoed about a
                                             set power. The system delivers the
                                             pre set power for the pre set
                                             amount of time. In this mode
                                             measured temperatures are displayed
                                             only, and are not used in the
                                             control of the power delivery.

     3.8.  Control Mode Display         Displays:
                                        "A" For ATC on all selected
                                            thermocouples
                                        "H" For ATC on the highest thermocouple
                                            reading
                                        "L" For ATC on the lowest thermocouple
                                            reading
                                        "P" For Automatic Power Control
                                        "C" For Track Ablation

     3.9.  Set Temp Display             Displays the set temperature in whole
                                        units of (degrees)C.

     3.10. Set Temp Switches            The up arrow increments and the down
                                        arrow decrements the temperature set
                                        point. The set point is the maximum
                                        temperature the system would try to
                                        achieve and maintain during the
                                        procedure. Temperature can be set from
                                        50-120(degrees)C. The switches can be
                                        held down for auto increment/decrement.

     3.11. Set Power Switches           Sets the maximum power the system would
                                        deliver during the procedure. The up
                                        arrow increments and the down arrow
                                        decrements the setting respectively.
                                        Power can be set from 1-150 watts. The
                                        switches can be held down for auto
                                        increment/decrement.

     3.12. Set Power Display            Displays the power setting in whole
                                        units of watts.

     3.13. Power Delivered Display      Displays the instantaneous power
                                        delivered in whole units of watts.

     3.14  Timer Switches               Sets the time that the treatment would
                                        run at the set point temperature. Once
                                        this time is count down to zero the RF
                                        delivery ceases. The up
<PAGE>

                                        arrow switch increments and the down
                                        arrow switch decrements the desired time
                                        setting. These two switches can be held
                                        down for auto increment/decrement. The
                                        third switch allows the user to manually
                                        start the count down once the RF
                                        delivery starts.

     3.15.  Timer Display               Displays the time to 1/10 of a minute
                                        resolution. Maximum allowed time is 60.0
                                        minutes. This display, prior to the
                                        start of the treatment, shows the time
                                        set for treatment at the set point
                                        temperature. Once the treatment starts
                                        the display shows the remaining time of
                                        treatment at the preset temperature. If
                                        the set point is lost the timer also
                                        stops. The count down resumes once the
                                        target temperature is reached again.
                                        During the cool down cycle this display
                                        counts up 0.5 minute to indicate the
                                        duration of this cycle.

     3.16.  RF Time Display             Displays the total time the RF has been
                                        on in 1/10 of a minute resolution. This
                                        display resets to zero at the onset of a
                                        new treatment cycle. A treatment cycle
                                        is considered to be complete if in the
                                        previous cycle the Timer reached zero or
                                        if TA mode was activated.

     3.17.  Impedance Display           Displays the real time impedance value
                                        of the tissue in ohms. The display shows
                                        impedance range of 0-999U. When the
                                        measured impedance is above 999 U, the
                                        display shows OP.

     3.18.  Device Temperatures         Displays the temperature readings of the
                                        device thermocouples in whole units of
                                        (degrees)C for temperatures between 15-
                                        125(degrees)C. For temperatures below
                                        15(degrees)C, LO is displayed. For
                                        temperatures greater than 125(degrees)C
                                        and less than 150(degrees)C, HI is
                                        displayed. For temperatures above
                                        150(degrees)C, OP is displayed. OP is
                                        also displayed if there are no
                                        thermocouples present in that location.
                                        If all temperature channels measure OP,
                                        this may indicate that the device is not
                                        connected. In this case all temperature
                                        displays remain blank. When HI is
                                        displayed, or if OP is displayed as
                                        result of temperature going above
                                        150(degrees)C, the actual measured
                                        temperatures are used for temperature
                                        control algorithm.

     3.19.  Device Switches and LED's   Each device temperature display has an
                                        accompanying switch and a green LED. The
<PAGE>

                                        switch toggles the LED on and off. When
                                        the LED is on, the reading of that
                                        temperature sensor is used in the
                                        temperature control algorithm. If the
                                        LED is off, the displayed value is not
                                        used in the calculation of the average
                                        device temperature, or in determining
                                        the highest or lowest measured
                                        temperatures. The last sensor can not be
                                        deselected in ATC mode. The sensors that
                                        indicate OP prior to the activation of
                                        RF are excluded from temp algorithm in
                                        ATC mode and their LED's are OFF.

     3.20.  Auxiliary Temperatures      Displays the temperature readings of the
                                        thermocouples in the passive auxiliary
                                        probe. The auxiliary probe has the same
                                        features as in the device temperatures.

     3.21.  Aux Switches and LED's      Functions similar to the switches and
                                        LED's for the device temperature and
                                        LED's.

     3.22.  LCD Display:                A 40X2 character display used to inform
                                        the user about the status of the
                                        procedure

4.   RS-232 Protocol:  The format of the data string is 0XXXXXXX0XXXXXXX, with
     the high bit for the start of packet signal.  The protocol is 9600 baud, 8
     bits, no parity, 1 stop bit.  The 35 byte packet is formatted as follows:

     Byte 0: 80(hex):  bit 7 is the start of packet, bits 6-0 are the version
     number
     Byte 1: 00-7 F: counter, gets incremented by one with each packet then 127
     wraps to 0
     Byte 2: mode and status, 3 LO bits are mode, 0=power, 1 =ternp LO, 2=temp
     AVG, 3=temp HI, bits 3 and 4 are status, 0=standby, 1 =ready, 2= RF ON
     Bytes 9 & 10: RF time, 14 bit number, units are .10 seconds
     Bytes 11 & 12: impedance, 14 bit number, units are .10 ohms
     Bytes 13 through 24: device temps 1 through 6.  14 bits, .10 degree units
     Bytes 25 & 26: aux temp 1, Bytes 27,28:aux temp2, Bytes 29 & 30: aux temp
     3. 14 bits, .10 degree units
     Bytes 31 & 32: temperature set point, 14 bits, .10 degree units
     Byte 33: tool thermocouple (TC) selection, bits0 -5 represent TC 1-6, 0 =
     OFF, 1 = ON
     Byte 34: aux temp selection, bits 0-2 represent TC 1 -3, 0 = OFF, 1 = ON
     Byte 35: Bits set to "1" if true else "0"
          Bit 0 is set to 0, bit 1 is Track Ablation mode on, bit 2 is target
          temp reached, bit 3 is target Temp lost, bit 4 is target temp not
          reached, bit 5 is manual activation, bit 6 is cool down, and bit 7 is
          RF interrupted.
     Byte 36: Bits set to "1" if true else "0"
<PAGE>

          Bit 0 is set to 0, bit 1 is impedance too high, bit 2 is impedance too
          low, bit 3 is heat sink temp too high, bit 4 is voltage test failure,
          bit 5, 6, and 7 are set to zero.
     Byte 37:  7 bit checksum, 00 - 7F computed by adding all previous bytes in
     packet and using the 7 LSB's.

5.   Operational Specifications (poling, refresh rate):   The internal timer is
     configured to generate an interrupt 100 times a second.  This interrupt is
     used to scan the front panel switches, feed the UART any data that is ready
     to be sent out, update the procedure timer, and read the next thermocouple
     (each device thermocouple and the cold junction compensation is read 10
     times a second.  The auxiliary probe temperatures are read 5 times a
     second).

     Every 10 times through the foreground loop checks the status of the
     generator, updates the front panel, queues up a packet of data for the
     serial port (from the processor buffer), resets and checks the watch dog
     timer, and runs the RF generator loop.  During RF generator loop device
     impedance and split pad impedance are measured and RF power delivery is
     controlled.

     The thermocouple temperature displays, power delivered display, timer and
     impedance readings are updated at a rate of once per second.  Other
     displays and LED's are updated in response to button presses and status of
     the system.

6.   Temperature Set Point Control:  At the onset of RF energy delivery, the set
     point temperature is first set to measured temperature.  The set point is
     then increased at the rate of 1(degrees)C per 2.5 seconds until the desired
     set point temperature is reached.

7.   Power Control and Power Ramp-Up:  A proportional-derivative (PD) filter is
     used to generate the change in power demand.  The PD filter consists of a
     proportional term, which is the difference between the desired temperature
     and the actual temperature multiplied by a constant, and a derivative term,
     which is the change in temperature error multiplied by a constant.  The
     proportional term forces the temperature towards the target temperature and
     the derivative term provides damping.  The demand is increased if the
     change in error is increasing and the demand is decreased if the change in
     error is decreasing.

8.   Machine States:

     The following defines the different states of the procedure:

     . Power up and initial diagnostics
     After initial diagnostic state "STANDBY Mode"
     Automatic Temperature Control mode
     Ready state, Automatic Temperature Control mode
     Power Control mode
     Ready state, Power Control mode
     Track Ablation mode
     Ready state, Track Ablation mode
     RF Active, Automatic Temperature Control mode
     Target Temperature Not Reached state
<PAGE>

     Manual Switch Activation state
 .  Target Temperature Reached state
 .  Target Temperature Lost state
 .  RF Active, Power mode
 .  Cool Down state
 .  After Cool Down state
 .  RF Active, Track Ablation mode
 .  RF Interrupted state
 .  Fatal Error state
 .  Soft Error state

     8.1. Power Up and Initial Diagnostics:

          In power up mode the following takes place:

          8.1.1.  LCD displays "SELF TEST, PLEASE WAIT

                                  REV.  X.XX"

          8.1.2.  The beep sounds continuously during the test

          8.1.3.  All segments of the LED displays light up for duration of test

          8.1.4.  All switches are disabled

          8.1.5.  RF LED turns on for the duration of the test

          8.1.6.  TA LED turns on for the duration of the test

          8.1.7.  After a successful completion of the test the system goes into
                  after initial diagnostic state

          8.1.8.  The following tests are performed during this period:

                  RAM Test: RAM test is the first power-up test. First the
                  external RAM and then the processor internal RAM are tested.
                  The test is composed of writing alternate 0's and l's in
                  selected addresses and verifying the contents.

                  ROM Test: This is done by calculating a 16 bit CRC for the low
                  and hi parts of the ROM.

                  Voltage Tests: +5V, +12V, -12V, and the high voltage (+36V)
                  are checked. Their values need to be within +/-10% of the
                  nominal.

                  Reference Impedance lest: The internal relays of the RF board
                  are switched to the I 00~ internal reference resistor. A few
                  watts of RF energy are generated and put into this resistor.
                  The resistance is then
<PAGE>

                  calculated by reading the current through and the voltage
                  across this resistor. The calculated value should be within
                  +/-10% of the reference resistor value of 100.

                  Heat Sink Temp Test: The temperature of the main transistor
                  heat sink has to be less than 50+5(degrees)C. If not the
                                                  -
                  actions of section 8.1.9 are taken. Once the temperature is
                  less than 50+5(degrees)C, the system exits the power-up test.
                              -

                  Temp Board Cal. Voltage Test: A reference voltage is read
                  through the temp measurement circuitry. This reading has to be
                  within 5% of nominal.

                  Ambient Temp Test: The cold-junction compensation sensor is
                  read. The measured temperature should be between 10-
                  40(degrees)C. If the measured temperature is outside the range
                  the appropriate action is taken as described in table of
                  section 8.1.9. Once the temperature is within the range, the
                  system exits the power-up test.

          8.1.9.  If the power up test fails the following happens.  To recover,
                  the power needs to be cycled (turn OFF, then ON).


          NOTE:   Due to the nature of the failure, the expected the following
          table may not result.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
      TEST              BEEP               LED               SWITCHES            RF         TA            LCD DISPLAY
                                        DISPLAYS                                LED        LED
----------------------------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>                   <C>                <C>        <C>     <C>
RAM                      ON                OFF               Disabled           OFF        OFF     "SYSTEM FAILURE 1 TURN
                                                                                                   POWER OFF"
----------------------------------------------------------------------------------------------------------------------------
ROM                      ON                OFF               Disabled           OFF        OFF     "SYSTEM FAILURE 2 TURN
                                                                                                   POWER OFF CRC XXXXX"
----------------------------------------------------------------------------------------------------------------------------
Voltage                  ON                OFF               Disabled           OFF        OFF     "SYSTEM FAILURE 3 TURN
                                                                                                   POWER OFF"
----------------------------------------------------------------------------------------------------------------------------
Reference                ON                OFF               Disabled           OFF        OFF     "SYSTEM FAILURE 4 TURN
Impedance                                                                                          POWER OFF"
(lo limit test)
----------------------------------------------------------------------------------------------------------------------------
Reference                ON                OFF               Disabled           OFF        OFF     "SYSTEM FAILURE 5 TURN
Impedance (Hi                                                                                      POWER OFF"
limit test)
----------------------------------------------------------------------------------------------------------------------------
Heat Sink Temp      ON 1 second                              Disabled           OFF        OFF     "SYSTEM TEMP TOO HIGH"
----------------------------------------------------------------------------------------------------------------------------
Temp Board Cal.          ON                OFF               Disabled           OFF        OFF     "SYSTEM FAILURE 6 TURN
 volt.  test                                                                                       POWER OFF"
----------------------------------------------------------------------------------------------------------------------------
Temp Check          ON 1 second            OFF               Disabled           OFF        OFF     "AMBIENT TEMP OUT OF
                                                                                                   RANGE"
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     8.2.  "Standby" Mode:
<PAGE>

           8.2.1.  LCD Displays `SELF TEST COMPLETE"

                   "PRESS RF ON/OFF SWITCH TO CONTINUE"

           8.2.2.  All displays are blank and LED's are OFF

           8.2.3.  All switches are disabled (except for RF ON/OFF)

           8.2.4.  Pressing RF ON/OFF puts system into automatic temp control
                   mode

     8.3.  Automatic Temperature Control Mode:

           After successful power up and once RF switch is pressed1 the system
           defaults to Automatic Temperature Control Mode average of all
           temperatures as follows:

           8.3.1  LCD displays " TEMP CONTROL: AVERAGE OF ALL"

           8.3.2  If the device is not connected all device temperature LED's
                  are off.

           8.3.3  If the device is plugged in all device sensors are showing the
                  current temperatures, their corresponding LED's are ON, and
                  their switches are enabled. If a device does not have all the
                  six sensors present, the position with no sensor displays OP,
                  their corresponding LED's are OFF, and the their switches are
                  disabled. The last LED can not be turned off (amongst the
                  active and passive probe sensors, at least one sensor needs to
                  be selected for the ATC).

           8.3.4  The same applies for the passive probe temperature displays,
                  LED's, and switches.  LED's are OFF by default.

           8.3.5  RF LED flashes once a second.

           8.3.6  RF switch is enabled.

           8.3.7  TA LED is OFF.

           8.3.8  TA switch is enabled.

           8.3.9  Control Mode display shows A (under default condition), and
                  toggles through A, H, L, and P, sequentially. Every time the
                  mode is changed the buzzer beeps with a short burst.

           8.3.10 The Set Temp display shows 100. The temp switches are enabled.
                  The switch with up arrow increments and the switch with a down
                  arrow decrements the setting in whole units of degree C. Every
                  time the setting is increased or decreased the change is
                  accompanied by a short burst from the buzzer. The temp can be
                  set between 50-120(degrees)C.
<PAGE>

          8.3.11  Power is defaulted to 150 watts. The power set switches are
                  enabled. The switch with up arrow increments and the switch
                  with a down arrow decrements the setting in whole units of
                  watt. Every time the setting is increased or decreased the
                  change is accompanied by a short burst from the buzzer. The
                  power can be set between 1-150 W.

          8.3.12  The Timer displays 10.0. The switch with up arrow increments
                  and the switch with a down arrow decrements the setting in
                  units of 1/10 of a minute. Every time the setting is increased
                  or decreased the change is accompanied by a short burst from
                  the buzzer. The time can be set between 0-60.0 minutes. The
                  Manual Timer switch is disabled.

          8.3.13  Power Delivered display shows 1.

          8.3.14  RF Time display shows 0.0 or previously accumulated time.

          8.3.15  Impedance display is live.

          8.3.16  In Automatic Temperature control mode if the mode is changed
                  to L (Control on the lowest temp reading) or H (control on the
                  highest temperature reading) all the above applies with the
                  exception that the LCD display indicates " TEMP CONTROL:
                  LOWEST OF ALL" and

                  TEMP CONTROL:  HIGHEST OF ALL", respectively.

     8.4  Ready State Temp Control Mode:

          When the procedure parameters are in the acceptable range, i.e.;
          device impedance is in operating range, the system goes into the ready
          mode and the LCD displays "READY  TEMP CONTROL AVERAGE OF ALL", "READY
          "  TEMP CONTROL:  LOWEST OF ALL" or "READY  TEMP CONTROL:  HIGHEST OF
          ALL".  All of the above conditions listed in section 8.3 apply.

     8.5  Power Control Mode:

          8.5.1  LCD displays " POWER CONTROL"

          8.5.2  If the device is not connected all device temperature LED's are
                 off.

          8.5.3  If the device is plugged in all the device sensors are showing
                 the current temperatures, their corresponding LED's are OFF,
                 and their switches are disabled. If a device does not have all
                 six sensors present, the position with no sensor displays OP.

          8.5.4  The same applies for the passive probe temperature displays,
                 LED's, and switches.
<PAGE>

          8.5.5  RF LED flashes once a second.

          8.5.6  RF switch is enabled.

          8.5.7  TA LED is off.

          8.5.8  TA switch is enabled.

          8.5.9  Control Mode displays P, and can toggle through other modes (P,
                 A, H, and L) sequentially. Every time the mode is changed the
                 buzzer beeps with a short burst.

          8.5.10 The Set Temp display is blank. The temp switches are disabled.

          8.5.11 Power is defaulted to 1 watt. The power set switches are
                 enabled. The switch with up arrow increments and the switch
                 with a down arrow decrements the setting in whole units of
                 watt. Every time the setting is increased or decreased the
                 change is accompanied by a short burst from the buzzer. The
                 power can be set between 1-150 W.

          8.5.12 The Timer display shows 10.0. The switch with up arrow
                 increments and the switch with a down arrow decrements the
                 setting in units of 1110 of a minute. Every time the setting is
                 increased or decreased the change is accompanied by a short
                 burst from the buzzer. The time can be set between 0-60.0
                 minutes. The Manual Timer switch is disabled.

          8.5.13 Power Delivered display shows 1.

          8.5.14 RF Time display shows 0.0 or previously accumulated time.

          8.5.15 Impedance display is live.

     8.6  Ready State, Power Control Mode:

          When the procedure parameters are in the acceptable range, i.e.;
          device impedance is in operating range, the system goes into the ready
          mode and the LCD displays "READY POWER CONTROL". All of the above
          conditions listed in section 8.5 apply.

     8.7  Track Ablation Mode:

          Pressing the Track Ablation switch puts the system in Track Ablation
          mode. The following happens:

          8.7.1  LCD displays "TRACK ABLATION"

          8.7.2  All device temperature LED's are off.
<PAGE>

          8.7.3  If the device is plugged in all the device sensors are showing
                 the current temperatures, their corresponding LED's are OFF,
                 and their switches are disabled. If a device does not have all
                 six sensors present, the position with no sensor displays OP.

          8.7.4  The same applies for the passive probe temperature displays,
                 LED's, and switches.

          8.7.5  RF LED flashes once a second.

          8.7.6  RF switch is enabled.

          8.7.7  TA LED flashes once a second.

          8.7.8  TA switch is enabled.

          8.7.9  Control Mode display shows C. The Control Mode switch is
                 enabled. Activation of Mode Select switch puts the system back
                 into the mode prior to selection of Track Ablation mode with
                 all the parameters preserved from the last setting. Every time
                 the mode is changed the buzzer beeps with a short burst.

          8.7.10 The Set Temp display is blank. The Set Temp switches are
                 disabled.

          8.7.11 Power is defaulted to 15 watts. The Power Set switches are
                 enabled. The switch with up arrow increments and the switch
                 with a down arrow decrements the setting in whole units of
                 watt. Every time the setting is increased or decreased the
                 change is accompanied by a short burst from the buzzer. The
                 power can be set between 1-25W.

          8.7.12 The Timer display is blank. All three Timer switches are
                 disabled.

          8.7.13 Power Delivered display shows 1.

          8.7.14 RF Time display shows 0.0 or previously accumulated time.

          8.7.15 Impedance display is live.

     8.8  Ready State, Track Ablation Mode:

          When the procedure parameters are in the acceptable range, i.e.;
          device impedance is in operating range, the system goes into the ready
          mode and the LCD displays "READY TRACK ABLATION". All of the above
          conditions listed in section 8.7 apply.

     8.9  RF Active, Automatic Temperature Control Mode:

          8.9.1  Once the RF switch is activated, the system enters the RF
                 active state
<PAGE>

                 LCD displays "RF ON    TEMP CONTROL: AVERAGE OF ALL
                         HEATING TO TARGET TEMPERATURE"

          Note:

          For H and L modes, LCD displays:

          "RF ON   TEMP CONTROL: HIGHEST OF ALL
          HEATING TO TARGET TEMPERATURE".   , and
          RF ON    TEMP CONTROL: LOWEST OF ALL
          HEATING TO TARGET TEMPERATURE". All other conditions apply.

          8.9.2  The buzzer beeps for 1 second.

          8.9.3  Device temperature displays are live and their switches are
                 enabled. The LED is ON for the selected sensors. If a device
                 does not have all the six sensors present, the position with no
                 sensor displays OP, their corresponding LED's are OFF, and the
                 their switches are disabled. The last LED can not be turned off
                 (amongst the active and passive probe sensors, at least one
                 sensor needs to be selected for the ATC).

          8.9.4  The same applies for the passive probe temperature displays,
                 LED's, and switches.

          8.9.5  RF LED is on.

          8.9.6  Buzzer beeps with a short burst once every four seconds.

          8.9.7  RF switch is enabled.

          8.9.8  TA LED is off.

          8.9.9  TA switch is disabled.

          8.9.10 Control Mode displays A (under default condition), H, or L. The
                 control mode switch is disabled.

          8.9.11 The Set Temp display shows the set temp. The temp switches are
                 enabled. Every time the setting is increased or decreased the
                 change is accompanied by a short burst from the buzzer. The
                 temperature can be set between 50-120(degrees) C.

          8.9.12 Power display shows the setting. The Power Set switches are
                 enabled. Every time the setting is increased or decreased the
                 change is accompanied by a short burst from the buzzer. The
                 power can be set between 1-150 W.

          8.9.13 The Timer display shows the set time. The switches are enabled.
                 Every time the setting is increased or decreased the change is
                 accompanied by
<PAGE>

                  a short burst from the buzzer. The time can be set between 0-
                  60.0 minutes. The Manual Timer switch is enabled.

          8.9.14  Power Delivered display is live.

          8.9.15  RF Time display counts up in 1/10 minute increments.

          8.9.16  Impedance display is live.

          8.9.17  Once the target temperature is reaches the system enters the
                  TARGET TEMPERATURE REACHED state.

    8.10. Target Temperature Not Reached State:

          In ATC mode if the desired temp is not reached within 10 minutes from
          the start of RF delivery the following happens:

          8.10.1  LCD displays `READY   TEMP CONTROL:  AVERAGE OF ALL
                      TARGET TEMP NOT REACHED"

          Note:

          For H and L modes, the LCD displays:

          "READY  TEMP CONTROL:  HIGHEST OF ALL
          TARGET TEMP NOT REACHED".  And,
          "READY   TEMP CONTROL:  LOWEST OF ALL
          TARGET TEMP NOT REACHED".  All other conditions apply.

          8.10.2  The buzzer beeps for 1 second.

          8.10.3  Device temperature displays are live and their switches are
                  enabled. The LED is ON for the selected sensors. If a device
                  does not have all the six sensors present, the position with
                  no sensor displays OP, their corresponding LED's are OFF, and
                  the their switches are disabled. The last LED can not be
                  turned off (amongst the active and passive probe sensors, at
                  least one sensor needs to be selected for the ATC).

          8.10.4  The same applies for the passive probe temperature displays,
                  LED1s, and switches.

          8.10.5  RF LED flashes once a second.

          8.10.6  RF switch is enabled.

          8.10.7  TA LED is OFF.

          8.10.8  TA switch is enabled.
<PAGE>

          8.10.9  Control Mode displays A (under default condition), H, or L.
                  The control mode switch is enabled.

          8.10.10 The Set Temp display shows the set temp. The temp switches are
                  enabled. Every time the setting is increased or decreased the
                  change is accompanied by a short burst from the buzzer. The
                  temperature can be set between 50-120(degrees)C.

          8.10.11 Power Set display shows the setting. The power set switches
                  are enabled. Every time the setting is increased or decreased
                  the change is accompanied by a short burst from the buzzer.
                  The power can be set between 1-150W.

          8.10.12 The Timer displays the set time. The switches are enabled.
                  Every time the setting is increased or decreased the change is
                  accompanied by a short burst from the buzzer. The time can be
                  set between 0-60.0 minutes. The Manual Timer switch is
                  disabled.

          8.10.13 Power Delivered display shows 1.

          8.10.14 RF Time display shows accumulated RF time and is frozen.

          8.10.l5 Impedance display is live.

     8.11 Manual Switch Activation state:

          In ATC mode if the Manual Timer Switch is pressed the following
          happens;

          8.11.1  LCD displays "RF ON TEMP CONTROL: AVERAGE OF ALL MANUAL COUNT
                  DOWN ACTIVATED"

                  Note:

                  For H and L modes the LCD displays:

                  "RF ON    TEMP CONTROL: HIGHEST OF ALL
                   MANUAL COUNT DOWN ACTIVATED".  And,
                  "RF ON    TEMP CONTROL: LOWEST OF ALL
                  MANUAL COUNT DOWN ACTIVATED". All other conditions apply.

          8.11.2  The buzzer beeps for 1 second.

          8.11.3  Device temperature displays are live and their switches are
                  enabled. The LED is ON for the selected sensors. If a device
                  does not have all the six sensors present, the position with
                  no sensor displays OP, their corresponding LED's are OFF, and
                  their switches are disabled. The last
<PAGE>

                  LED can not be turned off (amongst the active and passive
                  probe sensors, at least one sensor needs to be selected for
                  the ATC).

          8.11.4  The same applies for the passive probe temperature displays,
                  LED's, and switches.

          8.11.5  RF LED is ON.

          8.11.6  Buzzer beeps with a short burst once every four seconds.

          8.11.7  RF switch is enabled.

          8.11.8  TA LED is OFF.

          8.11.9  TA switch is disabled.

          8.11.10 Control Mode display shows A (under default condition), H or
                  L. The control mode switch is disabled.

          8.11.11 The Set Temp display shows the set temp. The temp switches are
                  enabled. Every time the setting is increased or decreased the
                  change is accompanied by a short burst from the buzzer. The
                  temperature can be set between 50-120(degrees) C.

          8.11.12 Power display shows the setting. The power set switches are
                  enabled. Every time the setting is increased or decreased the
                  change is accompanied by a short burst from the buzzer. The
                  power can be set between 1-150 W.

          8.11.13 The Timer display counts down. The switches are enabled. Every
                  time the setting is increased or decreased the change is
                  accompanied by a short burst from the buzzer. The time can be
                  set between 0-60.0 minutes.

          8.11.14 The Manual Timer switch is disabled.

          8.11.15 Power Delivered display is live.

          8.11.16 RF Time display is live and shows accumulated RF time.

          8.11.17 Impedance display is live.

          8.11.18 Once Timer counts down to zero the system goes into COOL DOWN
                  state.

     8.12 Target Temperature Reached state:

          In ATC mode, once the measured temperature is equal or greater than
          the target temperature for 15 seconds the system enters the Target
          Temperature Reached
<PAGE>

          state. The following happens:

          8.12.1. LCD displays `RF ON  TEMP CONTROL: AVERAGE OF ALL
                      TARGET TEMPERATURE REACHED"

                  Note:

                  For H and L modes, the LCD displays:
                  "RF ON  TEMP CONTROL:  HIGHEST OF ALL TARGET TEMPERATURE
                  REACHED".  And,
                  "RF ON  TEMP CONTROL LOWEST OF ALL
                  TARGET TEMPERATURE REACHED".  All other conditions apply.

          8.12.2  The buzzer beeps for 1 second.

          8.12.3  Device temperature displays are live and their switches are
                  enabled. The LED is ON for the selected sensors. If a device
                  does not have all the six sensors present, the position with
                  no sensor displays OP, their corresponding LED's are OFF, and
                  the their switches are disabled. The last LED can not be
                  turned off (amongst the active and passive probe sensors, at
                  least one sensor needs to be selected for the ATC).

          8.12.4  The same applies for the passive probe temperature displays,
                  LED's, and switches.

          8.12.5  RF LED is ON.

          8.12.6  Buzzer beeps with a short burst once every four seconds.

          8.12.7  RF switch is enabled.

          8.12.8  TA LED is OFF.

          8.12.9  TA switch is disabled.

          8.12.10 Control Mode displays A (under default condition), H or L. The
                  control mode switch is disabled.

          8.12.11 The Set Temp display shows the set temp.

          8.12.12 The Set Temp switches are enabled. Every time the setting is
                  increased or decreased the change is accompanied by a short
                  beep from the buzzer. The temp can be set from 50-
                  120(degrees)C.

          8.12.13 Power display shows the setting. The Power Set switches are
                  enabled. Every time the setting is increased or decreased the
                  change is
<PAGE>

                  accompanied by a short burst from the buzzer. The power can be
                  set between 1-150W.

          8.12.14 The Timer display counts down. The switches are enabled. Every
                  time the setting is increased or decreased the change is
                  accompanied by a short burst from the buzzer. The time can be
                  set between 0-60.0 minutes.

          8.12.15 The Manual Timer switch is disabled.

          8.12.16 Power Delivered display is live.

          8.12.17 RF Time display is live and shows accumulated RF time.

          8.12.18 Impedance display is live.

          8.12.19 Once Timer counts down to zero the system goes into COOL DOWN
                  state.

     8.13 Target Temperature Lost state:

          Once the target temperature is reached, if the measured temperature
          drops below set temperature by more than 5(degrees)C for more than 15
          seconds, the system enters Target Temperature Lost state. The
          following happens:

          8.13.1. LCD displays "RF ON  TEMP CONTROL: AVERAGE OF ALL
                      TARGET TEMPERATURE LOST"

                  Note:

                  For H and L modes, the LCD displays:
                  "RF ON   TEMP CONTROL: HIGHEST OF ALL
                  TARGET TEMPERATURE LOST", and
                  "RF ON   TEMP CONTROL: LOWEST OF ALL
                  TARGET TEMPERATURE LOST". All other conditions apply.

          8.13.2  The buzzer beeps for 1 second.

          8.13.3  Device temperature displays are live and their switches are
                  enabled. The LED is ON for the selected sensors. If a device
                  does not have all the six sensors present, the position with
                  no sensor displays OP, their corresponding LED's are OFF, and
                  the their switches are disabled. The last LED can not be
                  turned off (amongst the active and passive probe sensors, at
                  least one sensor needs to be selected for the ATC).

          8.13.4  The same applies for the passive probe temperature displays,
                  LED's and switches.
<PAGE>

          8.13.5  RF LED is ON.

          8.13.6  Buzzer beeps with a short burst once every four seconds.

          8.13.7  RF switch is enabled.

          8.13.8  TA LED is OFF.

          8.13.9  TA switch is disabled.

          8.13.10 Control Mode displays A (under default condition) H, or L. The
                  control mode switch is disabled.

          8.13.11 The Set Temp display shows the set temp. The Set Temp switches
                  are enabled. Every time the setting is increased or decreased
                  the change is accompanied by a short burst from the buzzer.
                  The temperature can be set between 50-120(degrees)C.

          8.13.12 Power display shows the setting. The Power Set switches are
                  enabled. Every time the setting is increased or decreased the
                  change is accompanied by a short burst from the buzzer. The
                  power can be set between 1-150W.

          8.13.13 The Timer display shows the remaining time and is frozen. The
                  switches are enabled. Every time the setting is increased or
                  decreased the change is accompanied by a short burst from the
                  buzzer. The time can be set between 0-60.0 minutes. The Manual
                  Timer switch is enabled.

          8.13.14 Power Delivered display is live.

          8.13.15 RF Time display is live and shows accumulated RF time.

          8.13.16 Impedance display is live.

          8.13.17 If Temperature is not reached in 10 mm, system goes into
                  target temperature not reached state.

     8.14 RF Active, Power Mode:

          Once the RF switch is activated, the system enters the RF active
          state:

          8.14.1  LCD displays "RF ON  POWER CONTROL"

          8.14.2  The buzzer beeps for 1 second.

          8.14.3  Device temperature displays are live and their switches are
                  disabled. The LED's are off for all the sensors. If a device
                  does not have all the six sensors present, the position with
                  no sensor displays OP.
<PAGE>

          8.14.4  The same applies for the passive probe temperature displays,
                  LED's, and switches.

          8.14.5  RF LED is ON.

          8.14.6  Buzzer beeps with a short burst once every four seconds.

          8.14.7  RF switch is enabled.

          8.14.8  TA LED is OFF.

          8.14.9  TA switch is disabled.

          8.14.10 Control Mode displays P. The control mode switch is disabled.

          8.14.11 The Set Temp display is blank. The Set Temp switches are
                  disabled.

          8.14.12 Set Power display shows the setting. The Power Set switches
                  are enabled. Every time the setting is increased or decreased
                  the change is accompanied by a short burst from the buzzer.
                  The power can be set between 1-150W.

          8.14.13 The Timer display is live and counts down. The switches are
                  enabled. Every time the setting is increased or decreased the
                  change is accompanied by a short burst from the buzzer. The
                  time can be set between 0-60.0 minutes. The Manual Timer
                  switch is disabled.

          8.14.14 Power Delivered display is live.

          8.14.15 RF Time display counts up in 1/10 minute increments.

          8.14.16 Impedance display is live.

     8.15 Cool Down state:

          In RF power delivery mode, once the Timer counts down to 0.0, the
          system is entered into Cool Down mode for 30 seconds. The following
          happens:

          8.15.1  Depending on the mode, LCD displays:

                  "RF OFF  TEMP CONTROL:  AVERAGE OF ALL
                  COOL DOWN CYCLE"  or,
                  "RF OFF  TEMP CONTROL:  HIGHEST OF ALL
                  COOL DOWN CYCLE"  or,
                  "RF OFF  TEMP CONTROL:  LOWEST OF ALL
                  COOL DOWN CYCLE"  or,
<PAGE>

                  "RF OFF  POWER CONTROL
                  COOL DOWN CYCLE"

          8.15.2  The buzzer beeps for 1 second.

          8.15.3  Device temperature displays are live and their switches are
                  disabled. The LED is ON for the selected sensors from the
                  previous RF active state (ATC mode). If a device does not have
                  all the six sensors present, the position with no sensor
                  displays OP, their corresponding LED's are OFF, and the their
                  switches are disabled. In power mode, the LED's are ON for
                  positions that are not OP.

          8.15.4  The same applies for the passive probe temperature displays,
                  LED's, and switches.

          8.15.5  RF LED flashes once a second.

          8.15.6  RF switch is disabled.

          8.15.7  TA LED is OFF.

          8.15.8  TA switch is enabled.

          8.15.9  Control Mode displays the previous mode. The control mode
                  switch is disabled.

          8.15.10 The Set Temp display shows the set temp. The Set Temp switches
                  are disabled.

          8.15.11 Power Set display shows the setting. The Power Set switches
                  are disabled.

          8.15.12 The Timer display counts up from 0.0 to 0.5. The switches are
                  disabled. The Manual Timer switch is disabled.

          8.15.13 Power Delivered display shows 1.

          8.15.14 RF Time display shows accumulated RF time and is frozen.
                  Impedance display is live.

          8.15.5  Impedance display is live.

     8.16 After Cool Down State:

          After the completion of the 30 second Cool Down the system enters the
          After Cool Down state. The following happens:

          8.16.1  Depending on the mode, LCD displays:
<PAGE>

                  "READY  TEMP CONTROL: AVERAGE OF ALL
                  COOL DOWN CYCLE COMPLETE" or,
                  "READY  TEMP CONTROL:  HIGHEST OF ALL
                  COOL DOWN CYCLE COMPLETE" or,
                  "READY  TEMP CONTROL:  LOWEST OF ALL
                  COOL DOWN CYCLE" or,
                  "READY  POWER CONTROL
                  COOL DOWN CYCLE COMPLETE"

          8.16.2  The buzzer beeps for 1 second.

          8.16.3  Device temperature displays are live and their switches are
                  enabled. The LED is ON for the selected sensors. If a device
                  does not have all the six sensors present, the position with
                  no sensor displays OP, their corresponding LED's are OFF, and
                  the their switches are disabled. (In power mode the switches
                  are disabled and the LED's are off)

          8.16.4  The same applies for the passive probe temperature displays,
                  LED's, and switches.

          8.16.5  RF LED flashes once a second.

          8.16.6  RF switch is enabled.

          8.16.7  TA LED is off.

          8.16.8  TA switch is enabled.

          8.16.9  Control Mode displays the previous mode. The control mode
                  switch is enabled.

          8.16.10 The Set Temp display shows the previous set temp (for P mode
                  it is blank and switches are disabled). The Set Temp switches
                  are enabled.

          8.16.11 Power display shows the previous setting. The Power Set
                  switches are enabled.

          8.16.12 The Timer display shows the previous set time. The Timer
                  switches are enabled. The Manual Timer switch is disabled.

          8.16.13 Power Delivered display shows 1.

          8.16.14 RF Time display shows accumulated RF time. The time resets to
                  zero at the onset of the next treatment cycle.

          8.16.15 Impedance display is live.

     8.17 RF Active, Track Ablation Mode:
<PAGE>

          When in TA mode, pressing the RF switch puts the system in this mode:

          8.17.1    LCD displays "RF ON  TRACK ABLATION"

          8.17.2    All device temperature LED's are OFF.

          8.17.3    Temp displays show the current temperatures, and their
                    switches are disabled. If a device does not have all six
                    sensors present, the position with no sensor displays OP.

          8.17.4    The same applies for the passive probe temperature displays,
                    LED's, and switches.

          8.17.5    RF LED is ON.

          8.17.6    Buzzer gives two consecutive short beeps every one second.

          8.17.7    RF switch is enabled.

          8.17.8    TA LED is ON.

          8.17.9    TA switch is enabled (turns RF OFF).

          8.17.10   Control Mode display shows C. The Control Mode switch is
                    disabled.

          8.17.11   The Set Temp display is blank. The Set Temp switches are
                    disabled.

          8.17.12   Set Power display indicates the setting. The power set
                    switches are enabled. The switch with up arrow increments
                    and the switch with a down arrow decrements the setting in
                    whole units of watt. The power can be set between 1-25W.
          8.17.13   The Timer display is blank. Timer switches are disabled.

          8.17.14   Manual Timer switch is disabled.

          8.17.15   Power Delivered display is live.

          8.17.16   RF Time display shows the accumulated time and is frozen.

          8.17.17   Impedance display is live.

    8.18  RF Interrupted State:

          8.18.1    RF Interrupted, Track Ablation state:

                    During the RF ON Track Ablation state, if the RF switch or
                    the TA switch is pressed the LCD displays:
                    "READY  TRACK ABLATION
<PAGE>

                    RF WAS TURNED OFF"
                    and the system goes into System Ready, Track Ablation state.
                    However, the power setting is the previous setting and not
                    the default setting of 15 Watts.

          8.18.2    RF Interrupted state, Power Control mode:

                    During RF delivery if the RF switch is pressed the RF
                    delivery is interrupted. In Power Control mode the following
                    happens:

                    8.18.2.1    LCD displays:
                                "READY   POWER CONTROL"
                                RF WAS TURNED OFF"

                    8.18.2.2    Device sensors are showing the current
                                temperatures, their corresponding LED's are OFF,
                                and their switches are disabled. If a device
                                does not have all six sensors present, the
                                position with no sensor displays OP.

                    8.18.2.3    The same applies for the passive probe
                                temperature displays, LED's, and switches.

                    8.18.2.4    RF LED flashes once a second.

                    8.18.2.5    RF switch is enabled.

                    8.18.2.6    Track Ablation LED is off.

                    8.18.2.7    Track Ablation switch is enabled.

                    8.18.2.8    Control Mode displays P, and the Control Mode
                                switch is enabled.

                    8.18.2.9    The Set Temp display is blank. The temp switches
                                are disabled.

                    8.18.2.10   Power display shows the previous set power. The
                                power set switches are enabled. The power can be
                                set between 1-150 W.

                    8.18.2.11   The Timer display shows the remaining time and
                                is frozen. The Timer switches are enabled. The
                                Manual Timer switch is disabled.

                    8.18.2.12   Power Delivered display shows 1.

                    8.18.2.13   RF Time display shows accumulated RF time and is
                                frozen.

                    8.18.2.14   Impedance display is live.
<PAGE>

          8.18.3  RF Interrupted state, ATC Mode:

                  In ATC mode (A, H, or L), when RF delivery is interrupted the
                  following happens:

                  8.18.3.1   Depending on the mode, the LCD displays:

                             "READY   TEMP CONTROL: AVERAGE OF ALL RF WAS TURNED
                             OFF"
                             "READY   TEMP CONTROL: HIGHEST OF ALL RF WAS TURNED
                             OFF"
                             "READY   TEMP CONTROL: LOWEST OF ALL RF WAS TURNED
                             OFF"

                  8.18.3.2   All the device sensors are showing the current
                             temperatures, their corresponding LED's on the
                             selected sensors are ON. Temp switches are enabled.
                             If a device does not have all the six sensors
                             present, the position with no sensor displays OP,
                             their corresponding LED's are OFF, and the their
                             switches are disabled. The last LED can not be
                             turned off (amongst the active and passive probe
                             sensors, at least one sensor needs to be selected
                             for the ATC).

                  8.18.3.3   The same applies for the passive probe temperature
                             displays, LED's, and switches.

                  8.18.3.4   RF LED flashes once a second.

                  8.18.3.5   RF switch is enabled.

                  8.18.3.6   Track Ablation LED is OFF.

                  8.18.3.7   Track Ablation switch is enabled.

                  8.18.3.8   Control Mode display shows A, H, or L. The mode
                             switch is enabled.

                  8.18.3.9   The Set Temp display shows the set temperature. The
                             Set Temp switches are enabled.

                  8.18.3.10  Power Set shows the previous power setting. The
                             Power Set switches are enabled.

                  8.18.3.11  The Timer displays the remaining time. The Timer
                             switches are enabled. The Manual Timer switch is
                             disabled.
<PAGE>

                  8.18.3.12  Power Delivered display shows 1.

                  8.18.3.13  RF Time display shows the accumulated RF time and
                             is frozen.

                  8.18.3.14  Impedance display is live.

     8.19  Fatal Error State:

           A Fatal Error State is a state caused by a system failure at any time
           after the completion of the initial power-up test. The system can
           only recover by cycling the power. The following tests are performed:

           Hardware Watch Dog Timer: Every 0.25 second the processor refreshes
           the watch dog. If this does not happen the RF is disabled. The watch
           dog status is checked once a second. If the watch dog is tripped, the
           system halts.

           Voltage Check: The internal voltages are checked once a second as
           described in sections 8.1.8 and 8.1.9.

           Foreground Loop Test: The foreground loop has to be completed before
           it can be run again.

           Temp Board Cal. Voltage Test: The Ref voltage through temp signal
           processing circuitry is read once a second.

           Under this condition the following happens:

           NOTE:  Due to the nature of the failure, the expected outcome
           outlined below may not result

           8.19.1  LCD displays "SYSTEM FAILURE X TURN POWER OFF"

           (Where X is 3 for voltage test and 6 for temp cal. voltage test)

           8.19.2  All device temperature LED's are OFF.

           8.19.3  Device temperature displays are blank, and their switches are
                   disabled.

           8.19.4  Passive probe temperature displays are blank. Their LED's are
                   OFF and switches are disabled.

           8.19.5  RF LED is OFF.

           8.19.6  Buzzer beeps continuously.

           8.19.7  RF switch is disabled.

           8.19.8  Track Ablation LED is OFF.
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            8.19.9   Track Ablation switch is disabled.

            8.19.10  Control Mode display is blank. The control mode switch is
                     disabled.

            8.19.11  The Set Temp display is blank.  The temp switches are
                     disabled.

            8.19.12  Set Power display is blank.  The Power Set switches are
                     disabled.

            8.19.13  The Stop Timer display is blank.  All three Stop Timer
                     switches are disabled.

            8.19.14  Power Delivered display is blank.

            8.19.15  RF Time display is blank.

            8.19.16  Impedance display is blank.

     8.20   Soft Error State: At the completion of the power up test, in
            addition to the tests mentioned in section 8.19, the system
            routinely monitors the device impedance and heat sink temperature.
            The output current is also monitored and is limited to 3.5 Amps by
            adjusting the output power. This action is internally controlled and
            does not result in any prompts.

            8.20.1   Impedance Out of Range state:

                     If impedance is out of the allowable range, prior to
                     delivery of RF energy, activation of RF switch keeps the
                     system in the current mode. Additionally the buzzer beeps
                     with three half second beeps and on the second line of the
                     LCD display "IMPEDANCE TOO HIGH" or "IMPEDANCE TOO LOW" is
                     displayed (any existing text on the second line is replaced
                     with the impedance too high or too low message). In this
                     state once the impedance measurement is within the
                     operational range, the impedance too high or too low
                     message is removed from the second line of the LCD and the
                     buzzer beeps once for one second. If correcting the
                     impedance out of range issue makes the system ready for RF
                     delivery, the system goes directly into ready state and the
                     impedance too high or too low message is removed. The
                     acceptable impedance range in all modes is 10-999U.

                     If impedance goes out of the allowable range during RF
                     delivery, the system remains in the current mode with the
                     LCD displaying "RF OFF" on the first line along with the
                     mode display. Additionally on the second line of the LCD
                     "IMPEDANCE TOO HIGH" or "IMPEDANCE TOO LOW" is displayed
                     (any existing text on the second line is replaced with the
                     impedance too high or too low message). The buzzer gives
                     three half second beeps. In this mode once the impedance
                     measurement is within the operational range, the "RF OFF"
                     in the first line is replaced with "READY" and the buzzer
                     beeps once for one second. The second line remains until RF
                     is activated or if the mode is changed.
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          8.20.2    Heat Sink Temperature Test:

                    After the completion of the initial power-up tests, the
                    temperature of the heat sink is routinely measured. If the
                    temperature is above 60(degrees)C the system remains in
                    the current mode with the LCD displaying "RF OFF" on the
                    first line along with the mode display. Additionally on the
                    second line of the LCD "SYSTEM TEMP TOO HIGH" is displayed
                    (any existing text on the second line is replaced with the
                    system temp too high message). The buzzer gives three half
                    second beeps. In this mode once the temperature of the heat
                    sink is less than 50(degrees)C the "RF OFF" in the first
                    line is replaced with "READY" and the buzzer beeps once for
                    one second. The second line of the LCD will be blank.


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DATE:________________________