<PAGE>

                                                                   Exhibit 10.17
                                                                   -------------

                      INTERNATIONAL DISTRIBUTOR AGREEMENT
                      -----------------------------------


December 12, 2000


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

Dear Gianfranco:

     This letter is the 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 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,
including, without limitation, that certain International Distributor Agreement
between RITA and you made as of December 21, 1998 and amended September 27,
1999. 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 Field
     of Use is liver 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 deliver
     Products to such customers with RITA's prior written consent for each
     order or shipment, which will specify

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

<PAGE>

     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, no 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.

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. 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.

     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.
<PAGE>

           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.

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
<PAGE>

           America dollars. All exchange, interest, banking, collection, and
           other charges shall be at your expense. Payment terms shall be at
           RITA's sole discretion and advised to you at time of order
           acceptance. Terms will be either documentary collection with draft at
           120 days from date of acceptance, cash in advance, or open account
           net 90 days from invoice date. 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, 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
<PAGE>

           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.

           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.
<PAGE>

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.

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.
<PAGE>

           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, 2001 (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 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 3 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
                     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.
<PAGE>

           (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.

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,
<PAGE>

           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:  39-02-47716535

           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
<PAGE>

forth on the first page hereof, this Agreement shall expire without further
notice and shall be null and void.
<PAGE>

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


                              RITA MEDICAL SYSTEMS, INC.

                              By: /s/ Marilynne Solloway
                                  ----------------------

                              Title: Chief Financial Officer and Vice President,
                                     -------------------------------------------
                              Finance and Administration
                              --------------------------

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

                              Date: December 12, 2000
                                    -----------------

                              MDH S.R.L. FORNITURE OSPEDALIERE

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

                              Title:_________________________

                              Address:  Via Mario Donati, 16
                                           20146 Milan, Italy

                              Date:  January 1, 2001
                                     ---------------
<PAGE>

                                    Exhibit A

                                    Territory

                                      Italy
<PAGE>

                                    Exhibit B

                                    Products

                                   GENERATORS

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


                                ELECTRODES

      Model Number               Part Number           Description
      ------------               -----------           -----------
      Model 30*                  700-100890            4 array, 3cm, 15cm
      Model 30*                  700-100852            4 array, 3cm, 25cm
      Model 70                   700-101149            7 array, 3cm, 15cm
      Model 70                   700-101151            7 array, 3cm, 25cm
      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


*     Model 30 Electrodes may only be purchased from existing RITA inventory on
      or before January 31, 2001.


                                   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



      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.
<PAGE>

                                    Exhibit C

                             Minimum Purchase Target

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

                                                       2001
                                       ----------------------------------
                                        Q1         Q2       Q3       Q4

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

     Model 70**                        [+++]      [+++]    [+++]    [+++]

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

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


*    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 Electrode is supplied with one (1) Dispersive Electrode.
     StarBurst Electrodes may be substituted for Model 70 Electrodes for
     purposes of meeting minimum purchase requirements.

***  Each 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

                               Pricing Schedule

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

     Model 1500 Generator*                       [+++]
     Model 30 Electrodes**                       [+++]
     Model 70 Electrodes***                      [+++]
     StarBurst Electrodes ****                   [+++]
     StarBurst XL Electrodes****                 [+++]
     Main Cable                                  [+++]
     Foot Switch                                 [+++]
     Dispersive Electrode                        [+++]
     Power Cord (Italy)                          [+++]
     RITA-Base Data Collection Software          [+++]

     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 Model 30 Electrode is supplied with one (1) Dispersive Electrode.
     Model 30 Electrodes may only be purchased from existing RITA inventory
     on or before January 31, 2001.

***  Each Model 70 Electrode is supplied with one (1) Dispersive Electrode.

**** 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
<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

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

                                    Exhibit F

                            Monthly Sales Report Form
<PAGE>

Monthly Sales Report Form

Distributor:__________________
Territory:____________________
Month:________________________

Current Month Information:

--------------------------
Unit Sales                  Product
-------------------------------------------------------------------------------
700-101505                  RF Generator Model 1500
-------------------------------------------------------------------------------
700-100890                  Model 30, 4 array, 3cm, 15cm
-------------------------------------------------------------------------------
700-100852                  Model 30, 4 array, 3cm, 25cm
-------------------------------------------------------------------------------
700-101149                  Model 70, 4 array, 3cm, 15cm
-------------------------------------------------------------------------------
700-101151                  Model 70, 4 array, 3cm, 25cm
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------

--------------------------
Inventory
-------------------------------------------------------------------------------
Product Number              Product
-------------------------------------------------------------------------------
700-101505                  RF Generator Model 1500
-------------------------------------------------------------------------------
700-101149                  Model 70, 4 array, 3cm, 15cm
-------------------------------------------------------------------------------
700-101151                  Model 70, 4 array, 3cm, 25cm
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------

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:
-------------------------------------------------------------------------------

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

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

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

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