<PAGE>

                                                                   Exhibit 10.19

            AMENDED AND RESTATED INTERNATIONAL DISTRIBUTOR AGREEMENT
            --------------------------------------------------------

December 31, 2001




Mr. Gianfranco Bellezza
MDH s.r.l. Forniture Ospedaliere
Via Mario Donati, 16
20146 Milan
Italy

Dear Gianfranco:

         This letter is the Amended and Restated Agreement ("Agreement") between
MDH s.r.l. Forniture Ospedaliere ("you") and RITA Medical Systems, Inc. ("RITA")
under which you are appointed as a distributor in the territory described on
Exhibit A to this Agreement (the "Territory") of the RITA-branded products
listed on Exhibit B to this Agreement (the "Products"). This Agreement amends
and restates in its entirety the International Distributor Agreement between you
and RITA dated December 12, 2000 (the "Prior Agreement"). The parties hereto
agree that the Prior Agreement is hereby terminated. This Agreement constitutes
the entire agreement and understanding of the parties with respect to the
subject matter of this Agreement and supersedes all prior discussions,
agreements and understandings. The terms and conditions under which you will act
as RITA's distributor are as follows:

1.        PRODUCTS AND TERRITORY
          ----------------------

          You shall act as RITA's distributor in the Territory (described in
          Exhibit A) to promote, sell and distribute the Products (described in
          Exhibit B) in the approved "Field of Use" and to provide service with
          respect to the Products to the Medical Community. The approved Fields
          of Use are liver, bone and prostate cancer. RITA's action or failure
          to act with respect to this Field of Use restriction shall not in any
          way serve to waive or limit its current or future rights with regard
          to this provision. As used in this Agreement, "Medical Community"
          means medical doctors, institutions such as hospitals and clinics, and
          similar institutions that are active in the personal care of patients.
          You are not authorized to sell any Products to any of your competitors
          or to any of RITA's competitors without RITA's prior written consent.
          You shall not actively solicit orders from customers domiciled outside
          the Territory, or sell or deliver any Product to any customer that is
          not in the Territory. Notwithstanding the foregoing, from time to
          time, you may be asked to sell or deliver Products (or you may have
          sold or delivered Products) to customers in nations outside the
          Territory but within the European Economic Area (EEA). You may only
          sell or

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

<PAGE>

          deliver Products to such customers with RITA's prior written consent
          for each order or shipment, which will specify the terms on which such
          a sale or delivery are acceptable to RITA. In no event does any such
          sale or delivery or RITA's consent to such a sale or delivery confer
          on you any rights to sell or deliver Products or provide services to
          such a customer in the future, nor does any such sale or delivery
          entitle you to request any future compensation regarding that
          customer. Further, in case RITA does not consent to the sale or
          delivery of Products to a customer outside the Territory, as described
          above, you shall not have any rights to any indemnification or
          compensation for your activities related to that customer.
          Furthermore, you shall not appoint any distributor or any agent or
          maintain any sales, service or stock facility outside the Territory
          with respect to the Products. A breach of the obligations of this
          Section 1 shall be considered a failure to fulfill a material
          obligation under this Agreement. RITA reserves the right to promote to
          and directly support certain high-profile accounts in the Territory
          not currently among your customer base for RITA products, when
          specifically requested to do so by the account. RITA will make every
          reasonable effort to ensure that any resulting orders will be placed
          by the customer with MDH.

2.        SALES PROMOTION AND REPORTING RESPONSIBILITIES
          ----------------------------------------------

          You shall be obligated to actively promote RITA's products according
          to Section 1 above, at your sole expense. This includes, but is not
          limited to, the activities described below in this Section. You shall
          attend and exhibit at all major trade shows in your Territory related
          to the Products. You shall provide training and clinical education to
          all of the customers in your Territory. You shall provide appropriate
          promotional materials in the language of your Territory, and RITA
          shall have the right to review and approve promotional materials in
          advance. You shall be obligated to provide a sales report to RITA on a
          monthly basis, by the 15th of the month following the reporting
          period, which details your sales to customers, including the customer
          name, quantity and selling price as well as the current inventory
          status of all Products which are in your possession at the end of the
          month on copies of the form attached as Exhibit F to this Agreement
          (or such form as RITA may provide from time to time). You shall
          provide to RITA, on request, copies of any tenders for the Products in
          your Territory. You shall identify and assist RITA in the development
          of a minimum of three (3) faculty/preceptor physicians, co-sponsor
          with RITA a minimum of three (3) workshops and exhibit the RITA System
          on your own stand at a minimum of two (2) relevant national
          conferences for each Field of Use. You shall prepare an itinerary and
          support joint sales calls by the Director of European Sales together
          with your sales agents and Area Managers to key accounts and other
          customers as requested by RITA, at a minimum once per quarter. Prior
          to the commencement of each succeeding one year period under this
          contract ("Succeeding Year"), you shall provide to RITA a business
          plan that describes your results for the prior year and your plans for
          the coming year.

*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>

          RITA shall be obligated to provide you with such technical support as
          may be deemed necessary by RITA to provide you with a full
          understanding of the Products. RITA shall also provide you with a
          reasonable number of its then existing catalogs, brochures and other
          promotional materials in the English language to facilitate your
          promotion of the Products.

          Failure to provide monthly sales/inventory reports, annual business
          plan and copies of any tenders for the Products in your Territory
          shall be considered failures to fulfill material obligations of this
          Agreement.

3.        ORDERS AND MINIMUM PURCHASE QUANTITIES
          --------------------------------------

          All purchase orders shall be governed by the terms of this Agreement
          and RITA's standard acknowledgement form, provided that if any
          conflicts shall occur, this Agreement shall prevail.

          For the purpose of securing orderly shipments, you shall submit to
          RITA a rolling four (4) calendar quarter forecast of orders for the
          Products at the beginning of each calendar quarter. The first rolling
          forecast is due within thirty (30) days of the signing of this
          Agreement. The first two (2) quarters of the rolling forecast shall be
          binding. Obligations to purchase or supply product shall be binding
          only while this Agreement remains in effect.

          In the first year of this Agreement, you shall purchase the minimum
          quantity of Products in each of the four (4) quarters set forth on
          Exhibit C. In Succeeding Years, the minimum quantity of Products to be
          purchased shall be as agreed between the parties in writing at least
          thirty (30) days prior to the start of each Succeeding Year.

          If additional products are added by RITA to the Products listed in
          Exhibit B, then the minimum quantity of Products to be purchased shall
          be as agreed between the parties in writing at least sixty (60) days
          in advance of the Product addition.

          Failure to purchase the minimum quantity of products in each calendar
          quarter and/or failure to provide a rolling four (4) calendar quarter
          forecast of orders for the Products at the beginning of each calendar
          quarter shall be considered failures to fulfill material obligations
          of this Agreement.

4.        RETURNS
          -------

          Products may only be returned with the prior written approval of RITA.
          Any such approval shall reference a return material authorization
          number issued by RITA. Repair and transportation costs for returned
          Products not under warranty shall be borne by you. Repair and
          transportation costs for returned Products under warranty shall be
          borne by RITA, provided, if RITA determines that the returned Products
          were not defective, such costs shall be borne by you.

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

<PAGE>

5.        PRICES
          ------

          In the first year of this Agreement, you shall pay for Products the
          prices ("Prices") listed on Exhibit D hereto. Beginning with the
          second year of this Agreement, Seller may make unilateral adjustments
          to Product prices with sixty (60) days prior written notice.

          If additional products are added by RITA to the Products listed in
          Exhibit B, then the Prices shall also be as agreed between the parties
          in writing at least sixty (60) days in advance of the Product
          addition.

6.        PAYMENT
          -------

          Full payment of your purchase Price for the Products (including any
          freight, taxes or other applicable costs initially paid by RITA but to
          be borne by you) shall be in United States of America dollars. All
          exchange, interest, banking, collection, and other charges shall be at
          your expense. Payment terms shall be irrevocable letter of credit,
          confirmed on a U.S. bank, payable at 90 days sight. Determination of
          payment terms will depend upon the status of your payment history and
          outstanding receivables balance. Any invoiced amount not paid when due
          shall be subject to a service charge at the lower of the rate of one
          and one-half percent (1.5%) per month or the maximum rate permitted by
          law. If you fail to make any payment to RITA when due, RITA may,
          without affecting its rights under this Agreement, cancel or delay any
          future shipments of the Products to you. Further, such a failure to
          pay shall be considered a failure to fulfill a material obligation
          under this Agreement.

7.        COMPLAINTS
          ----------

          If you receive any written, electronic or oral communication that
          alleges deficiencies related to the identity, quality, durability,
          reliability, safety, effectiveness or performance of the Products, you
          shall promptly report them to RITA on copies of the form attached as
          Exhibit E to this Agreement (or on such form as RITA may provide from
          time to time) and you shall provide all necessary assistance in
          connection with any corrective action with respect to the Products.
          Any determination of corrective action shall be made by RITA in its
          sole discretion.

8.        COMPLIANCE WITH TERRITORIAL REGULATIONS
          ---------------------------------------

          You shall comply with and advise RITA of all applicable laws, rules
          and regulations of the Territory governing the use, sale,
          distribution, shipment and import of the Products. With respect to
          those Products that have not yet received approval for commercial
          sale, you shall also comply with the laws, rules and regulations of
          the Territory concerning use, sale,

*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>

          distribution, shipment and import of unapproved products, and with any
          applicable RITA clinical trial protocol. In connection with these
          obligations regarding products that are approved or have not yet
          received approval, you shall obtain and keep in effect all required
          licenses, permits and authorizations (collectively,
          "Registration(s)"), provided however, that the CE approval shall be
          obtained and kept in effect by RITA.

          Except for CE approval, you shall pay all applicable Registration
          fees, duties, taxes and other expenses relating to the sale and use of
          the Products within the Territory. RITA shall provide you with all
          necessary assistance in connection with your obtaining Registrations
          which RITA concurs in writing are necessary for the conduct of your
          business. You will advise RITA, upon RITA's request, of the status of
          all Registrations, and you will notify and provide RITA documentation
          whenever any change of Registration status occurs and whenever any
          Registration is called into question. All such Registrations shall be
          in the name of RITA or, if Registration in RITA's name is prohibited
          by applicable law, in the name of a party designated in writing by
          RITA or in trust for RITA. RITA shall have the sole authority to
          cancel or transfer (or direct the cancellation or transfer of) all
          such Registrations. If this Agreement is terminated for any reason,
          you shall transfer all Registrations held by you in connection with
          your distribution of the Products to RITA or its designee.

          To the extent that the law requires RITA, rather than you, to file any
          Registration, RITA shall register the Products as required by law. You
          shall provide all necessary assistance in connection with the filing
          of such Registrations.

          All activities with respect to tenders shall be conducted so as to
          allow, upon termination of this Agreement for any reason, and upon
          RITA's written request, transfer of such tenders to RITA or to such
          party as RITA designates in writing.

          RITA may provide you with information concerning the manufacture of
          the Products to increase your ability to obtain Registrations. You
          agree that such information will be disclosed only to those of your
          employees who are authorized by RITA in writing to receive such
          information.

9.        COMPLIANCE WITH U.S. REGULATIONS
          --------------------------------

          RITA shall be responsible for compliance with all applicable United
          States laws and regulations governing the manufacture and sale of the
          Products. You shall comply, and use your best efforts to assist RITA
          in complying, with all applicable United States laws and regulations
          including the maintenance of all required books, records and reports.
          In particular, you shall track the serial numbers and lot numbers of
          Products delivered to your customers. This obligation shall survive
          the termination of this Agreement for a period no less than the life
          of any distributed Products.

*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>
          Audits of such records and the distribution storage area may be
          audited at any time by RITA personnel to assure compliance.

10.       RECALLS
          -------

          You shall cooperate with RITA in effecting any recall of the Products
          which, in RITA's opinion, is necessary. Recalls may only be authorized
          in writing by RITA. This obligation shall survive the termination of
          this Agreement for a period no less than the life of any distributed
          Products.

11.       PROPRIETARY PROPERTY OF RITA
          ----------------------------

          You expressly acknowledge that you do not have and shall not acquire
          under this Agreement any rights in or to any of RITA's patents,
          trademarks or trade names or to any patents, trademarks or trade names
          of any subsidiary or other affiliate of RITA. You further acknowledge
          that you shall use not at any time use, register, or obtain in your
          own or any other name, RITA's corporate name, or any of its other
          trademarks or trade names without RITA's prior consent in writing. You
          further acknowledge that you do not have and shall not acquire under
          this Agreement rights to any of RITA's know-how regarding the design
          or manufacture of the Products.

          You, your principals and consultants agree at all times during the
          term of this Agreement and thereafter, to hold in strictest
          confidence, and not use, except for the benefit of RITA, or disclose
          to any person, firm, corporation or any other entity without written
          authorization by RITA, any Confidential Information of RITA which you
          obtain or create. You further agree not to make copies of such
          Confidential Information except as authorized by RITA. You understand
          that "Confidential Information" means any RITA proprietary
          information, technical data, trade secrets or know-how, including, but
          not limited to research, product plans, products, services, suppliers,
          customer lists and customers (including, but not limited to, customers
          of RITA on whom you called or with whom you became acquainted during
          the term of the Agreement), prices and costs, markets, software,
          developments, inventions, laboratory notebooks, processes, formulas,
          technology, designs, drawings, engineering, hardware configuration
          information, marketing, licenses, finances, budgets or other business
          information disclosed to you by RITA orally, in writing or by
          drawings.

          Except with the prior written consent of RITA, during the term of this
          Agreement and for a period of one (1) year following termination of
          the Agreement you, your principals and consultants shall not sell or
          advertise within the Territory, either on your own behalf or on behalf
          of any other person, company, or corporation, products which compete,
          directly or indirectly, with the Products.

*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>
12.       WARRANTY
          --------

          RITA extends to you, only, in respect of each new and unused Product
          supplied to you, a warranty on terms identical to that contained in
          the warranty certificate enclosed and delivered with such Product when
          sold directly by RITA. RITA's liability is limited in all respects by
          the terms and conditions of such warranty.

          RITA agrees that such warranty will have a term of twelve (12) months
          from the date of its sale to you for Products with no expiration date
          and a term extending until the expiration date for Products which have
          such an expiration date, providing such Products are unopened and
          undamaged.

          ALL OTHER GUARANTEES, WARRANTIES, CONDITIONS AND REPRESENTATIONS,
          EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, COMMON
          LAW, CASE LAW, COMMERCIAL USAGE, CUSTOM OR OTHERWISE, INCLUDING
          IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
          PURPOSE, ARE HEREBY EXCLUDED.

13.       LIABILITY ACTIONS
          -----------------

          You shall give RITA immediate written notice if you become aware of
          any legal action deriving from the use of the Products by customers
          and include in such notice all facts relating to the legal action of
          which you are aware. RITA shall indemnify you during the term of this
          Agreement to the extent that it and you are covered by its commercial
          general liability policy (including products liability) then in effect
          for any such claims which are brought against you, except for claims
          which arise from your negligence, action or failure to act. RITA shall
          have the right, but not the obligation, to defend any such claim
          during or after the term of this Agreement and to settle it on such
          terms as RITA deems appropriate. You shall cooperate fully with RITA
          in connection with such defense.

14.       DURATION AND TERMINATION
          ------------------------

          This Agreement shall be for a minimum of a one (1) year period
          commencing on January 1, 2002 (the "First Year"). This Agreement shall
          automatically renew for successive one (1) year periods unless notice
          is given by either party in writing ninety (90) days prior to the
          renewal date. This Agreement may be terminated as noted below:

          (1)  by RITA, upon thirty (30) days written notice if you do not
               purchase the minimum quantity of Products in any given quarter,
               as per Section 3 above.

          (2)  by RITA, immediately upon written notice if you, your principals
               or consultants sell or advertise within the Territory, either on
               your own behalf or on behalf of


*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>

               any other person, company, or corporation, products which
               compete, directly or indirectly, with the Products.

          (3)  by either party upon thirty (30) days written notice to the other
               if the parties fail to reach agreement as to minimum purchase
               quantities (according to Section above) either (a) prior to the
               commencement of any one (1) year renewal period or (b) following
               written notification by RITA of an addition to the Products; or
               as to prices (according to Section 5 above) following written
               notification by RITA of a price increase or an addition to the
               Products.

          (4)  by either party for any reason or no reason, after the First
               Year, upon ninety (90) days written notice to the other.

          (5)  by either party immediately upon written notice to the other if
               the other party fails to fulfill its material obligations
               hereunder and such failure is not cured within thirty (30) days
               after its receipt of written notice requesting a remedy thereof.
               A choice by either party not to terminate this Agreement due to
               the other party's failure to perform a material obligation under
               this Agreement shall not relieve either party of any of its
               material obligations hereunder, and any future or continuing
               failure to perform the material obligations of this Agreement
               shall be grounds for termination of this Agreement.

          (6)  by either party upon written notice if the other party becomes
               insolvent or any voluntary or involuntary petition in bankruptcy
               is filed by or against such party or a trustee is appointed with
               respect to any of the assets of such party or a liquidation
               proceeding is commenced by or against such party and such
               proceeding has not been terminated within ninety (90) days, or if
               such party discontinues its business.

          In the case of termination of this Agreement by either party for any
          reason, RITA shall have the right, but not the obligation, to purchase
          from you undamaged, saleable inventory at the original invoice price
          to you.

          Only the following Sections of this Agreement shall survive its
          termination: 4, 6, 8, 9, 10, 11, 12, 13, 14 and 16.

          Other than the specific provisions in this Section, neither party
          shall have any remedy upon termination due to such termination,
          provided that this shall have no effect on the surviving Sections of
          this Agreement, which remain in effect and enforceable allowing any
          remedy specifically associated with them.


*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>


15.       FORCE MAJEURE
          -------------

          Neither party shall be responsible to the other party for
          non-performance or delay in performance under this Agreement due to
          acts of God, civil commotion, war, riots, strikes, lockouts, severe
          weather, fires, explosions, governmental actions or other similar
          causes beyond the control of such party, provided that the party so
          affected shall promptly give notice thereof to the other party and
          shall continue to take all action reasonably within its power to
          comply herewith as fully as possible. In any event, the time for
          performance hereunder shall only be extended for the duration of the
          delay.

16.       GENERAL PROVISIONS
          ------------------

          The validity, interpretation, construction and performance of this
          Agreement shall be governed by the laws of the State of California,
          without giving effect to the principles of conflict of laws. Any
          dispute or claim arising out of or in connection with any provision of
          this Agreement will be finally settled by binding arbitration in Santa
          Clara County, California in accordance with the rules of the American
          Arbitration Association by one arbitrator appointed in accordance with
          said rules. The arbitrator shall apply California law, without
          reference to rules of conflicts of law or rules of statutory
          arbitration, to the resolution of any dispute. Judgment on the award
          rendered by the arbitrator may be entered in any court having
          jurisdiction thereof. Notwithstanding the foregoing, the parties may
          apply to any court of competent jurisdiction for preliminary or
          interim equitable relief, or to compel arbitration in accordance with
          this paragraph, without breach of this arbitration provision.

          Any notice required or permitted by this Agreement shall be in writing
          and shall be deemed sufficient upon receipt, when delivered personally
          or by courier, overnight delivery service or confirmed facsimile, or
          forty-eight (48) hours after being deposited in the regular mail as
          certified or registered mail (airmail if sent internationally) with
          postage prepaid, if such notice is addressed to the party to be
          notified at such party's address or facsimile number as set forth
          below, or as subsequently modified by written notice.

                           RITA Medical Systems, Inc.
                           967 N. Shoreline Boulevard
                           Mountain View, CA 94043 USA
                           Attn: Barry Cheskin
                           Fax: 650-390-8505

                           MDH s.r.l. Forniture Ospedaliere
                           Via Mario Donati, 16
                           20146 Milan, Italy
                           Attn: Gianfranco Bellezza
                           Fax: 39-02-477 16535

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

<PAGE>

          The provisions of this Agreement shall be deemed to be severable, and
          the invalidity of any provision of this Agreement shall not affect the
          validity of the remaining provisions of this Agreement.

          No amendment or modification of this Agreement shall be binding on the
          parties unless made in writing expressly referring to this Agreement
          and signed by authorized representatives of each party.

          This Agreement is not assignable by either party in whole or in part
          without the prior written consent of the other party, and any
          attempted assignment without such approval shall be null and void,
          except that consent shall not be required in the case of a transaction
          involving the merger, consolidation or sale of substantially all of
          the assets of RITA.

By your signature below, you acknowledge and agree to all of the foregoing terms
and conditions. Until so executed by you and RITA and returned to RITA, this
Agreement shall not be binding on either party, and unless executed by you and
returned to RITA within ten (10) days of the date set forth on the first page
hereof, this Agreement shall expire without further notice and shall be null and
void.



*** Material has been omitted pursuant to a request for confidential treatment,
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<PAGE>

          The parties executed this Agreement on the respective dates set forth
          below.

                                        RITA MEDICAL SYSTEMS, INC.

                                        By: /s/ Donald Stewart
                                            ------------------

                                        Title: Chief Financial Officer
                                               -----------------------

                                        Address: 967 N. Shoreline Blvd.
                                                 Mountain View, CA 94043

                                        Date: 1/2/02
                                              ------

                                        MDH S.R.L. FORNITURE OSPEDALIERE

                                        By: /s/ Gianfranco Bellezza
                                            -----------------------

                                        Title: Scientific & General Manager
                                               ----------------------------

                                        Address: Via Mario Donati, 16
                                                 20146 Milan, Italy

                                        Date: 1/7/02
                                              ------


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

<PAGE>

                                    Exhibit A

                                    Territory

                                      Italy





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

<PAGE>

                                    Exhibit B

                                    Products
<TABLE>
<CAPTION>
<S>     <C>                        <C>                  <C>


                                   GENERATORS

         Model Number                                    Part Number
         ------------                                    -----------
         Model 1500                                      700-101623


                                   ELECTRODES

         Model Number              Part Number          Description
         ------------              -----------          -----------

         StarBurst                 700-101492           7 array, 2-3 cm, 15 cm
         StarBurst                 700-101493           7 array, 2-3 cm, 25 cm
         StarBurst XL              700-101320           9 array, 3-5 cm, 15 cm
         StarBurst XL              700-101317           9 array, 3-5 cm, 25 cm





                                   ACCESSORIES

         Model Number                                    Part Number
         ------------                                    -----------
         Main Cable                                      700-101339
         Foot Switch                                     400-100453
         Dispersive Electrode                            700-101441
         Power Cord (Italy)                              400-100698
         Software                                        700-101689
         Passive Temperature Probe, Urology, 2 key       700-100986

</TABLE>



          At its sole discretion: (1) RITA may discontinue any product on this
          list and (2) RITA may add additional products to this list, or (3) may
          substitute equivalent products.



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

<PAGE>

                                    Exhibit C

<TABLE>
<CAPTION>


                             Minimum Purchase Target
<S>     <C>                                    <C>       <C>      <C>      <C>

         Product                                First Contract Year
         -------                                --------------------------------
                                                Calendar Quarter

                                                2002 Liver
                                                --------------------------------
                                                Q1       Q2       Q3       Q4

         Model 1500 Generator*                  [***]    [***]    [***]    [***]

         StarBurst**                            [***]    [***]    [***]    [***]

         StarBurst XL**                         [***]    [***]    [***]    [***]


                                                2002 Bone & Urology
                                                --------------------------------
                                                Q1       Q2       Q3       Q4

         Model 1500 Generator*                  [***]    [***]    [***]    [***]

         StarBurst**                            [***]    [***]    [***]    [***]

         Passive Probes, Urology                [***]    [***]    [***]    [***]
</TABLE>


 *   Each Generator is supplied with one (1) Power Cord, one (1) Main Cable and
     one (1) Foot Switch, as well as, upon request, one (1) RITA-Base Data
     Collection Software.

**   Each Model 70, StarBurst and Starburst XL Electrode is supplied with two
     (2) Dispersive Electrodes.

NOTE: In the case of any additions to the Products listed in Exhibit B, the
purchase of any new model generators or any new model electrodes shall be
credited against the minimum purchase targets detailed above.



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

<PAGE>

                                    Exhibit D
<TABLE>
<CAPTION>
        <S>                                      <C>    <C>

                                Pricing Schedule

                                               Distributor Price
         Product                            First Year of Agreement
         -------                            -----------------------

         Model 1500 Generator*                    $     [***]
         StarBurst Electrodes **                  $     [***]
         StarBurst XL Electrodes**                $     [***]
         Passive Probe, Urology                   $     [***]
         Main Cable                               $     [***]
         Foot Switch                              $     [***]
         Dispersive Electrode                     $     [***]
         Power Cord (Italy)                       $     [***]
         RITA-Base Data Collection Software       $     [***]
</TABLE>


         No discounts for sub-agents

 *   Each Generator is supplied with one (1) Power Cord, one (1) Main Cable and
     one (1) Foot Switch, as well as, upon request, one (1) RITA-Base Data
     Collection Software.

**   Each StarBurst and Starburst XL Electrode is supplied with two (2)
     Dispersive Electrodes.

NOTE: All part numbers are per Exhibit B and terms are Ex-works RITA's
manufacturing location.





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

<PAGE>

                                    Exhibit E

                                 Complaint Form









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

<PAGE>


                       DISTRIBUTOR COMPLAINT REPORT FORM

--------------------------------------------------------------------------------
To Be Completed By Distributor:


1.     Date Received:                       Received By:
                     ---------------------              ------------------------


2.     Product Description:
                           -----------------------------------------------------

       Lot Number:                         Model Number:
                  -----------------------               ------------------------


3.     Complainant*:
                    ------------------------------------------------------------
       *Complainant is the person to whom the response letter will be written.


       Address:
               -----------------------------------------------------------------

       City, State, Zip Code:
                             ---------------------------------------------------

       Telephone:                             Fax:
                 --------------------------       ------------------------------


4.     Site Of Event:
                     -----------------------------------------------------------

       Site Address:
                    ------------------------------------------------------------

       City, State, Zip Code:
                               -------------------------------------------------


5.     Device Returned:  [  ]  Yes        [  ]  No
                         Date Shipped                  RMA Number
                                     ----------------            ---------------


6.     Treatment Date:                     Indication:
                      --------------------            --------------------------

       Treatment Site:
                      ----------------------------------------------------------

       Patient Status:   [  ]  Procedure Completed Without Incident

                         [  ]  Other
                                    --------------------------------------------

       -------------------------------------------------------------------------


7.     Description of Event:
                            ----------------------------------------------------

       -------------------------------------------------------------------------

       -------------------------------------------------------------------------

       ------------------------------------------------------[  ]  See Attached

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

<PAGE>

                                    Exhibit F

                            Monthly Sales Report Form









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

<PAGE>

Monthly Sales Report Form

Distributor:
            ---------------------------------------
Territory:
            ---------------------------------------
Month:
            ---------------------------------------


Current Month Information:

=====================  =======================================  ================
Unit Sales (Part No.)   Product                                   Quantity
=====================  =======================================  ================
700-101505              RF Generator Model 1500
---------------------  ---------------------------------------  ----------------
700-101492              StarBurst, 7 Array, 2-3 cm, 15 cm
---------------------  ---------------------------------------  ----------------
700-101493              StarBurst, 7 Array, 2-3 cm, 25 cm
---------------------  ---------------------------------------  ----------------
700-101320              StarBurst XL, 9 Array, 3-5 cm, 15 cm
---------------------  ---------------------------------------  ----------------
700-101417              StarBurst XL, 9 Array, 3-5 cm, 25 cm
---------------------  ---------------------------------------  ----------------
700-100986              Passive Probe, Urology
--------------------------------------------------------------  ----------------

=====================  =======================================  ================
Remaining Inventory     Product                                   Quantity
(Part No.)
=====================  =======================================  ================
700-101505              RF Generator Model 1500
---------------------  ---------------------------------------  ----------------
700-101492              StarBurst, 7 Array, 2-3 cm, 15 cm
---------------------  ---------------------------------------  ----------------
700-101493              StarBurst, 7 Array, 2-3 cm, 25 cm
---------------------  ---------------------------------------  ----------------
700-101320              StarBurst XL, 9 Array, 3-5 cm, 15 cm
---------------------  ---------------------------------------  ----------------
700-101417              StarBurst XL, 9 Array, 3-5 cm, 25 cm
---------------------  ---------------------------------------  ----------------
700-100986              Passive Probe, Urology
--------------------------------------------------------------  ----------------

Core Account Update: (Only List Accounts That: a) own generators or b) have a
long-term arrangement that is equivalent to owning. Do not include
hospitals/accounts that have generators for evaluation.) Please add more lines
as necessary so that all "Core" accounts are listed.

===========================================  ===================================
Existing Customer                              # Electrodes Sold:
===========================================  ===================================

-------------------------------------------  -----------------------------------

-------------------------------------------  -----------------------------------

-------------------------------------------  -----------------------------------

-------------------------------------------  -----------------------------------

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-------------------------------------------  -----------------------------------

-------------------------------------------  -----------------------------------

-------------------------------------------  -----------------------------------

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