FY 2000                           IMATRON INC.                         FORM 10-K
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                                  Exhibit 10.33

                            DISTRIBUTORSHIP AGREEMENT
                                      among
           IMATRON INC., MEDITEC CORPORATION AND MARUBENI CORPORATION
                               10. November , 2000

         THIS  AGREEMENT  is entered into as of November 10, 2000 by and between
IMATRON INC., a corporation  organized under the laws of the State of New Jersey
with its  principal  office at 389  Oyster  Point  Blvd.,  South San  Francisco,
California 94080, United States of America ("Imatron"),  MEDITEC CORPORATION,  a
corporation  organized  under the laws of Japan,  with its  principal  office at
3-14, Kudan-Minami,  2-chome, Chiyoda-ku, Tokyo, Japan ("Importer") and MARUBENI
CORPORATION, a corporation organized under the laws of Japan, with its principal
office at 4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan ("Distributor"),

WITNESSETH:

         WHEREAS,  Imatron  desires  to  appoint  Distributor  as the  exclusive
distributor  of the Products  (hereafter  defined)  and appoint  Importer as the
exclusive  importer  and  service  provider  of the  Products  in the  Territory
(hereafter defined);

         WHEREAS,  Distributor desires to accept such appointment and to perform
the duties and obligations as hereinafter set forth; and

         WHEREAS, Importer desires to accept such appointment and to import into
the Territory and sell the Products to Distributor;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, the parties hereto hereby agree as follows:

         1. Appointment of Importer and Distributor.

                  (a)  Appointment.  Imatron hereby appoints (i) Importer as its
exclusive  importer  to  import  the  Products  into  the  Territory  and as its
exclusive  service  provider  in  the  Territory  and  (ii)  Distributor  as its
exclusive  distributor  in the  Territory  for the Imatron  EBT Scanner  systems
including  spare parts and all options and  accessories  as shall be offered for
sale by Imatron.  A complete Imatron EBT Scanner system is hereinafter  referred
to as a "System" and Systems together with spare parts,  options and accessories
are  collectively  referred to as "Products"  which  expressions  include all of
their  modifications,  developments  and improvements and new CT scanner systems
invented or developed  and for sale by Imatron.  The  specifications  of a basic
complete System are set forth in APPENDIX A hereto.

                  (b) Territory.  The geographical  area to which this Agreement
pertains is the country of Japan  ("Territory").  Imatron agrees that during the
term of this  Agreement it will not authorize  any other  importer to import the
Products into the Territory  nor any other  distributor  to sell the Products in
the  Territory  nor export the Products  into the Territory nor will it sell the
Products  (either  directly of  indirectly)  to any  purchaser or importer  that
intends  to export  the  Products  into the  Territory.  During the term of this
Agreement,  Distributor  agrees it will  neither  sell nor service the  Products
outside the Territory,  nor will  Distributor sell the Products (either directly
or indirectly) to any purchaser that intends to distribute the Products  outside
the Territory, unless specifically authorized in writing by Imatron. Distributor
agrees not to distribute  or sell products  acquired from any other person which
are  similar to the  Products if  distribution  or sale by  Distributor  of such
similar products are competitive with distribution or sale of Products.  Imatron
agrees to refer to Distributor all inquiries or orders for the Products received
from any  person,  firm,  or company  residing  or  carrying  on business in the
Territory.

                  (c) Term.  The term of this  Agreement  shall  commence on the
date set forth above and shall continue until December 31, 2003.  This Agreement
shall  immediately  terminate upon written notice to such effect by either party
hereto to the other parties, without the necessity of prior advance notices, (i)
in the event of such  other  party's  voluntary  or  involuntary  bankruptcy  or
insolvency,  (ii) in the  event  that  such  other  party  shall  make a general
assignment  of its  property for the benefit of a creditor or (iii) in the event
that a  petition  shall  have  been  filed  against  such  other  party  under a
bankruptcy  law,  any other law for relief of  debtors,  or other law similar in


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purpose or effect,  the effect of which is to cause such other party to have its
business effectively  discontinued.  This Agreement shall immediately  terminate
upon written notice to such effect by Imatron to the other parties,  without the
necessity of prior advance notice, in the event Distributor or Importer shall be
in default in the payment of any amounts due Imatron  hereunder  for the sale of
Products, or any parts thereof, or for the providing of services.

                  (d)  Payment.  In  consideration  for (i) the  appointment  by
Imatron of Importer and  Distributor as its exclusive  importer and  distributor
respectively pursuant to this Paragraph,  (ii) the arrangement to be rendered by
Imatron  pursuant to  Paragraph  2, and (iii) the  transfer of the  Homologation
rights for the System  pursuant  to  Paragraph  22 and other  rights,  title and
interest set forth in the Transition  Agreement (hereafter defined) from Imatron
to  Distributor  by  Imatron,  Distributor  agrees  to  pay  to  Imatron  sum of
Yen500,000,000.-.  Yen250,000,000.- out of Yen500,000,000.- shall be paid within
ten(10)  days  following  the  execution  of  this   Agreement.   The  remaining
Yen250,000,000 shall be paid within ten(10)days  following the effective date of
transfer of Homologation rights to Distributor.

         2. Transition from Previous Distributor.

                  (a) Assignment. In consideration for the payments set forth in
Section  1(d),  above,  Imatron  assigns and  transfers to  Distributor  without
payment to Imatron, all of its rights, title and interest in and to that certain
Transition  Agreement dated Oct 5th, 2000 (the "Transition  Agreement")  between
Imatron and Imatron Japan INC., a corporation organized under the laws of Japan,
with its principal office at 3-5-7 Hatchobori Chuo-ku,  104-00032,  Tokyo, Japan
("IJ" ) pursuant to the terms and  conditions  of an Assignment  and  Assumption
Agreement  to be entered  into  simultaneous  herewith in the form of APPENDIX B
hereto ("Assignment and Assumption  Agreement").

                  (b)  Assumption  of  Obligations.  In  consideration  for  the
transfer  as  provided  in  Paragraph  2(a)  above and  strictly  subject to and
pursuant to the terms and conditions of the Assignment and Assumption Agreement,
Distributor agrees to assume and perform all of Imatron's  obligations under the
Transition  Agreement  save  for (i) the  obligations  which  can  logically  be
performed  solely by Imatron  such as (without  limitation)  the  obligation  to
continue to provide replacement parts under Clause 4 of the Transition Agreement
(which shall therefore be performed by Imatron) and (ii) the  obligations  which
cannot be performed by  Distributor  without  assistance of Imatron (which shall
therefore be performed by  Distributor  with  necessary  assistance of Imatron);
provided,  however,  that  Distributor is not liable to perform any  obligations
arising from the Service  Contracts  for any reasons  having its origin prior to
the Closing Date (as defined in the Transition  Agreement)  and further  Imatron
shall hold harmless Distributor and Importer from any claims,  losses or damages
incurred on account of or based on the Service  Contracts  as they relate to the
period prior to the Closing Date.

                  (c) Transition of Employees.  In connection  with the transfer
of service  responsibilities  for the installed based of Imatron EBT scanners in
Japan from Imatron to the Distributor, Imatron agrees to use its best efforts to
transfer to the Distributor the one (1) service manager and the four (4) service
employees  currently  employed  by  Imatron.  Distributor  agrees to employ such
employees on terms and  conditions  not less  favorable  than currently in place
with such  employees.  Imatron does not guaranty that any or all the transferred
employees will accept employment by Distributor.

3.1

         3. Duties of Distributor and Importer.  In addition to all other duties
herein set forth, Distributor shall have the following obligations:

                  (a)  Solicitation  of Orders.  Distributor  shall use its best
efforts in  soliciting  orders for and  selling  the  Products  for  delivery to
customers  within the  Territory.

                  (b)  Annual  Target.  As a target,  Distributor  shall use its
reasonable  efforts to purchase  from  Imatron  through  Importer  fifteen  (15)
Systems,  the  breakdown of which are four (4) Systems  during  Y2001,  five (5)
Systems  during  the  second  year,  and six (6)  Systems  during the third year
(respectively,  "the  Target  Quantity").

                  (c) Prompt  Payment.  Importer shall promptly  comply with all
terms and conditions of sale described hereunder,  including without limitation,
prompt payment of the price of the Products sold to Importer by Imatron. Payment
shall be made according to the following schedule:  Sixty days prior to delivery
of each System, Importer shall provide a letter of credit for the full amount of
each System.  Such letter of credit  shall  provide for partial  shipments.  The
service and spare parts terms shall be net 30 days.

                  (d)  Advertising  and Mailing Lists.  Importer shall advertise
the Products to such an extent, and in such media, as is reasonably necessary to
encourage  the sale of the Products in the  Territory.  Importer  agrees that it
will not  advertise the sale of the Products,  without first  submitting  (fully
translated into English) such


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advertising  to,  and  obtaining  Imatron's  written  approval  thereof  , which
approval  in all  instances  shall be  contingent  upon the entire  cost of said
advertising  being paid by Importer,  unless  otherwise  agreed to in writing by
Imatron. Importer shall accept all liability, and hold Imatron harmless, for the
content of any  advertising  it shall  publish or  distribute  in Japan  without
Imatron's written  approval.  Importer shall develop and maintain a mailing list
of  existing  and  prospective   customers  within  the  Territory,   and  shall
periodically mail advertising literature to said customers.

                  (e) Sales Force and Service  Personnel.  Distributor  shall at
all times maintain an adequate staff of sales personnel  reasonably necessary to
carry out the  obligations of  Distributor  under this  Agreement,  and Importer
shall fully train such sales personnel with respect to all pertinent  aspects of
the  Products.   Importer  shall  also  train  and  maintain  such  service  and
installation personnel as are necessary to service the installed base of Systems
in Japan and as otherwise  necessary for the  performance of Importer's  service
obligations under this Agreement.

                  (f) Sales Reports.  Distributor  shall make quarterly  written
reports on the sale and distribution of the Products and Distributor's  business
activities in promotion and distribution  thereof,  together with information on
the market situation of the Territory, including:

                          (i)  Names of active sales prospects.

                          (ii) Government regulations affecting the Products.

                          (iii)Competitive products and competitor's activities.

                          (iv) Commonly   experienced  component   failures  and
                               service problems.

                  (g) Other  Duties  of  Distributor.  Distributor  shall at all
times maintain sales data on the Products,  including price lists,  catalogs and
technical  bulletin  files.  Distributor  shall  accept  and  service  all sales
inquiries  with  respect to the Products  relating to possible  sales within the
Territory.   Distributor  and  Importer  shall  not  in  any  way,  directly  or
indirectly,  disparage Imatron or any of Imatron's  products.

                  (h) Installation.  Importer shall be responsible for all costs
of  installation,  customer  warranties  and  applications  training  of Systems
purchased  pursuant to this Agreement.  Imatron shall provide a limited warranty
with regard to parts during the warranty period.

                  (i)  Alteration  of  Products.  Distributor  shall  not  alter
Products in any way without written consent by Imatron.

                  (j)  Prohibition  on  Manufacture  or  Sale  of the  Products.
Distributor  shall not engage in the  manufacture  or sale of any products which
are now or in the future may be competitive,  with the Products  covered in this
Agreement in the Territory.

                  (k) Prohibition on Purchase and Sale of Used Products.  During
the term of this Agreement,  Distributor shall not engage in the purchase and/or
sales of used Systems  within or without the Territory with the exception of any
System sold by Distributor during the term of this Agreement.

3.2
         4.  Individual  Contract and Other  Conditions.  The detailed terms and
conditions  of each  individual  purchase of the Products  hereunder by Importer
from Imatron, except the following conditions,  shall be mutually agreed upon at
the time of each such purchase and confirmed by such parties in a  "Confirmation
of Purchase  Contract"  (the form of which is attached  hereto as APPENDIX C and
made  an  integral  part  hereof)  to be  issued  by  Importer  to  Imatron  and
countersigned and returned by Imatron.

Each such  individual  purchase  contract  between Imatron and Importer shall be
deemed to incorporate all of the terms and conditions  hereof to the extent that
they may be applicable; provided, however, that the terms and conditions of this
Agreement  shall, in the event of a conflict,  have precedence over those on the
reverse side of the "Confirmation of Purchase Contract".  The failure by Imatron
to return any  countersigned  "Confirmation of Purchase  Contract" within thirty
(30) days after  dispatch by Importer  shall be deemed an acceptance  thereof by
Imatron.

                  (a)  Prices.  Except as may  otherwise  be agreed  between the
parties,  the price of each  System  FOB  Imatron  dock,  South  San  Francisco,
California,  U.S.A.  shall be United  States  Dollars One Million  Seven Hundred
Thousand  (US$1,700,000).  Prices for add-ons and optional products shall be the
prices  established  from time to time by Imatron.  The current  prices for such
add-ons and optional  products are set forth in APPENDIX A. In case the quantity
of the Systems which  Distributor  has purchased from Imatron  through  Importer
exceeds the Target  Quantity in each year set forth Paragraph 3(b), the price of
the excess  Systems for such year shall be reduced to United States  Dollars One
Million Five Hundred  Thousand  (US$1,500,000).  Should the exchange rate of the
Japanese Yen devaluate against the U.S.Dollar at the date of placing an order to
Yen120 or less, Imatron shall compensate the Distributor's exchange loss between
the actual rate at the date of placing an order and Yen120.


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Should the exchange rate of the Japanese Yen evaluate  against the U.S Dollar at
the date of  placing  an order to Yen100 or more,  Imatron  shall  increase  the
System price by the  percentage of evaluation  between Yen100 and actual rate at
the date of placing an order.

                  (b) No  Liability  for Late  Deliveries.  Imatron  will not be
liable for any penalty  clause from  customers  accepted by  Distributor  unless
Imatron has agreed in writing to this  clause at the time of order

                  (c)  Customs.   Importer  shall  be  responsible  for  customs
clearance on the Products and components being imported into the Territory.

                  (d)  Taxes.   The  prices  specified  in  this  Agreement  are
exclusive of any sales, use, excise; or similar taxes (other than any federal or
state  taxes on net income of  Imatron),  and of any  export and import  duties,
which may be levied  upon or  collectable  by  Imatron  as a result of the sale,
lease or shipment of the Products to Importer,  or its  customers,  any services
performed by Imatron in connection herewith,  and use, resale or sublease of the
Products by Importer or its customers.  Importer  agrees to pay and otherwise be
fully responsible for any such taxes and duties, unless in lieu thereof Importer
provides  Imatron  with an  exemption  certificate  acceptable  to the  relevant
governmental  authorities.  Imatron  shall  have the  right,  but  shall  not be
obligated to pay any such taxes or duties directly, in which case Importer shall
immediately reimburse Imatron in the amount thereof upon presentation by Imatron
of evidence of payment.

         5. Changes in Products.

                  (a) Right to Make  Changes.  Imatron may, at any time,  either
add  to,  delete,  or  change  any of the  Products  pursuant  to any  updating,
obsolescence,  or other  change in the  Products  occurring  within the ordinary
course of business.  Imatron will notify  Importer of any such change as soon as
practicable.  However, if such change results in impossibility or difficulty for
Importer to import the Products under Japanese law or the necessity of obtaining
of a new  license  or  amendment  to the  existing  license  for  import  to the
Territory, Distributor may accordingly amend the Target Quantity.

                  (b) Training.  Imatron agrees to provide  additional  training
for designated  Distributor or Importer  personnel at mutually agreed upon rates
where this becomes necessary because of changes made to the Products.

         6. Warranty and Warranty Service.

                  (a) Limited Warranty. Imatron warrants to Distributor that the
Products provided in accordance with the terms hereof shall be free from defects
in  material  and  workmanship  and in any event  comply  with the  requirements
specified by the Ministry of Health of Japan. The foregoing  warranty (i) in the
case of new Systems shall be for a period of twelve (12) months from the date on
which the Products are put into  operation  with the exception of any options or
parts so noted in  APPENDIX A and (ii) in the case of  refurbished  Systems  and
renewal and/or replacement parts shall be for ninety (90) days from installation
or until  termination of the System warranty period,  whichever is longer.  This
warranty  pertains to all parts  failing in the course of normal  operation.  It
does not cover  parts  modified  without the prior  authorization  of Imatron or
parts  damaged due to  mishandling  or misuse or failure to operate and maintain
the  Products  in  accordance  with the  operating  manuals  and  specifications
supplied to Importer or  Distributor.  Notwithstanding  the  foregoing,  Imatron
makes no warranty  with regard to options or  accessories  purchased  from other
vendors but agrees to assign to Distributor  any warranties  received by Imatron
from its suppliers for such options and accessories.  The AccuImage  Workstation
is warranted as a part of the System.

EXCEPT AS SET FORTH  ABOVE,  IMATRON  MAKES NO  REPRESENTATIONS  OR  WARRANTIES,
WHETHER  EXPRESS OR IMPLIED,  WITH RESPECT TO THE  PRODUCTS,  INCLUDING  WITHOUT
LIMITATION ANY IMPLIED WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
PURPOSE.  DISTRIBUTOR  ACCEPTS THE PRODUCTS  SOLELY ON THE BASIS OF THE WARRANTY
EXPRESSED ABOVE.

                  (b) Sole  Remedy.  In the event any  Product  or part  thereof
fails to meet the  foregoing  warranty  during the specified  warranty  periods,
Imatron's sole responsibility and Distributor's and Importer's sole remedy shall
be for  Imatron,  at its sole  cost and  expense,  to  supply  Distributor  with
replacement  parts  for any  Product  or part  thereof  which  fails to meet the
warranty. Importer shall be responsible for the installation labor and return of
the  defective  components to Imatron.  All other costs of  fulfilling  warranty
obligations to customers,  including (without  limitation)  labor,  installation
costs  and  customer  training,  shall be borne by  Importer.  Imatron  shall be
responsible for return freight charges for the defective parts. Distributor will
inform Imatron when and where Products are installed.


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                  (c) Product  Liability.  Imatron shall  defend,  indemnify and
hold harmless Importer, Distributor and/or any of its customers for the Products
from and against any and all costs,  expenses,  losses,  damages or  liabilities
arising out of or in relation to any claim made or  threatened to be made by any
third  party based on any death,  bodily  injury or  property  damage  occurring
directly or indirectly out of the Products  ("Liabilities"),  including  without
limitation,  a claim based on the  "Product  Liability  Act" of Japan Law No. 85
promulgated on July 1, 1994, as it may be amended, but excluding any Liabilities
resulting from actions or negligence of Distributor or Importer.  Imatron shall,
prior to the shipment of the Products  hereunder,  procure and maintain a policy
of insurance, at its sole cost, from a reputable insurance company acceptable to
Distributor  covering the Liabilities.  A copy of such policy of insurance shall
be sent to Distributor immediately.)

                  (d) Regulation  Changes.  If applicable  regulation changes in
the future and any conforming change becomes necessary,  Imatron shall carry out
such change upon such terms as may be agreed between the parties.

         7.  Limitation of Liability IN NO EVENT,  WHETHER AS A RESULT OF BREACH
OF CONTRACT,  WARRANTY, TORT, (INCLUDING NEGLIGENCE,  WHETHER ACTIVE, PASSIVE OR
ANY OTHER KIND, AND STRICT LIABILITY) OR OTHERWISE,  SHALL IMATRON BE LIABLE FOR
ANY  SPECIAL,   CONSEQUENTIAL,   INCIDENTAL  OR  BUSINESS  INTERRUPTION  DAMAGES
INCLUDING,  BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES,  LOSS OF USE OF THE
PRODUCTS OR ANY ASSOCIATED EQUIPMENT,  DAMAGE TO ASSOCIATED  EQUIPMENT,  COST OF
CAPITAL, DOWN TIME COSTS, OR CLAIMS OFDISTRIBUTOR'S CUSTOMERS.

         8. In Country  Training.  Imatron  will hire and train an "in  country"
Imatron  Sales Manager to assist with all sales in the Territory and also assist
to train Importer or Distributor Sales staff on an ongoing basis during the term
of this Agreement.

         9. Spare and Replacement Parts.

                  (a) Obligation to Maintain  Inventory.  Distributor  agrees to
maintain  a  sufficient  quantity  of  spare  parts  to  fulfill   Distributor's
obligations to its customers, such quantity of spare parts to be mutually agreed
upon by the parties and reflected in a separate  agreement  containing all terms
and  conditions  relating  thereto  including,  but not  limited  to,  quantity,
purchase  price,  payment of purchase price,  return of spare parts,  and use of
substitute spare parts.

                  (b) Substitute Spare Parts.  Distributor  shall have the right
to purchase and use spare parts manufactured by third parties ("Substitute Spare
Parts")   provided  that  the   Substitute   Spare  Parts  must  meet  Imatron's
specifications and are not used unless and until Imatron has tested and approved
each of such parts.

         10. Software Updates and Options.

                  (a)  Updates  and  Options.  System  software  updates  may be
provided as optional  products for sale,  or without  charge as standard  system
software  features,  at Imatron's option.  For software provided without charge,
Imatron shall supply electronic media and supporting  documentation equal to the
number of systems  installed by Importer or  Distributor.  For software  options
offered for sale by Imatron,  electronic media and supporting documentation will
be provided only for the institution  ordering the software option. All software
updates and options are offered subject to execution and delivery of appropriate
Imatron User License Agreements attached as APPENDIX D and made an integral part
hereof.

                  (b)  Limitations.  Imatron  shall not be  obligated to provide
software updates or options:

                           (i) For any  Product  which has not been  upgraded or
modified in accordance with safety  recommendations or hardware  requirements to
implement required safety recommendations;

                           (ii) If, beyond five (5) years from the date at which
the software product was last shipped as a standard production product; and

                           (iii) For any  Product  for which  obsolete  computer
hardware is no longer manufactured. 11. Training and Support.

                  (a) Training and Service  Support.  Imatron  agrees to provide
the following additional services:

                  (b)   Applications   Training.    Distributor   will   provide
applications training for its customers at completion of the installation and as
required thereafter.  Alternatively,  if requested by Distributor,  Imatron will
provide  applications  training  at the  customer's  site at the weekly rate for
applications  training  (which is currently  $5,000.00)  plus travel and lodging
expenses.

                           (i) Service Training.  In addition to its obligations
pursuant to  Paragraph  3 of this  Agreement,  Distributor  agrees to maintain a
staff of service  personnel  trained  in the  theory,  installation,  repair and


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maintenance of the Products. The number of service personnel will be adequate to
provide service coverage to all customers within the Territory.

                           (ii) Service  Support.  If requested by  Distributor,
Imatron  service  engineers will be available to provide  on-site support at the
customer's  site.  The  cost  of such  service  will be  billed  at the  current
published rate plus travel and lodging expenses.

                           (iii)  Sales  Support.   Imatron  agrees  to  provide
Distributor through Importer with adequate  quantities of advertising  materials
and other sales and promotion  aids.  Distributor  may use their own  collateral
materials on approval by Imatron. Distributor shall be responsible for the costs
of translation,  duplication and  distribution of all advertising  materials and
other sales and promotion aids.

         12.  Relationship  of  Parties.  The  relationship  of the  parties  is
respectively that of vendee and vendor. Nothing herein contained shall be deemed
to create an agency,  joint venture or partnership  relation between the parties
hereto.  It is  understood  and agreed that each party is not, by reason of this
Agreement or anything  herein  contained,  constituted or appointed the agent or
representative of any other party for any purpose whatsoever, nor shall anything
herein  contained  be deemed or construed as granting to such party any right or
authority to assume or to create any obligation or responsibility,  expressed or
implied, for, on behalf of or in the name of other parties, or to bind any other
party in any way or manner whatsoever.

         13. Assignment of Agreement.

                  (a) Prohibition on Assignment.  Neither this Agreement nor any
interest  herein is  assignable  by any  party,  whether  by way of  assignment,
operation of law or otherwise,  without the prior  written  consent of the other
party  hereto.  Any  attempted  assignment  or transfer by any party without the
prior written  consent of the other party hereto shall  forthwith  terminate and
cancel this  Agreement and all rights of any party  thereunder.  Notwithstanding
the  foregoing,  Distributor  may assign  this  Agreement  or any part hereof to
Importer.

                  (b) Transfer of Control. Transfer of a controlling interest in
Distributor to a party not in control at the time of execution of this Agreement
shall be deemed an assignment of this Agreement for purposes of the restrictions
set forth in this Paragraph.

         14. Patents and Trademarks.

                  (a) No Rights to Patents.  No rights are granted  hereunder to
Importer nor Distributor under any of Imatron's  patents,  patent  applications,
trademarks or other intellectual property.

                  (b) Rights to Use Trademarks.  Importer and Distributor  shall
have the  right to use,  in  connection  with  and only in  connection  with the
marketing of the Products under this Agreement, the name of the Products and any
trademarks,  trade names and  service  marks  derived  from any of said names or
related thereto in the form and manner as approved by Imatron (collectively, the
"Licensed  Names").  Imatron  represents  that  the  Licensed  Names  set out in
APPENDIX E have been duly  registered in the Territory and none of them has been
challenged by any third party.  Imatron reserves all rights for itself in and to
the Licensed Names, and all goodwill associated therewith whether or not arising
out of this  Agreement.  Importer  and  Distributor  will cause to appear on all
materials,  on or in connection with which any of the Licensed Names are used by
them,  such legends,  markings and notices or their  equivalent,  as Imatron may
request in order to give  appropriate  notice of any  trademark  or other rights
therein or pertaining thereto.

                  (c) Software  Licenses.  Imatron hereby grants to Importer and
Distributor a limited, exclusive within the Territory,  non-transferable license
to use any software delivered pursuant to this Agreement (the "Software"),  only
with and on the Products. Simultaneously with its execution and delivery of this
Agreement,  Importer and Distributor  will execute and deliver to Imatron a User
License  Agreement.  Importer and  Distributor  shall have the right to grant to
customers  to whom  Distributor  sells the Products a license for the use of the
Software on the Products.  Distributor shall cause any customer to whom it sells
Products to sign a User License  Agreement prior to any sale.  Distributor shall
promptly forward to Imatron a copy of each such signed User License Agreement.

                  (d) Infringement.  Imatron hereby represents and warrants with
Distributor that none of the Products sold or to be sold to Distributor  through
Importer nor any of Licensed  Marks nor Software shall infringe any right of any
third party,  and Imatron hereby  indemnifies  and keeps  harmless  Importer and
Distributor  or  customers  against  any loss or damage  suffered  by  Importer,
Distributor  or such  customers  or any claims made by any third  party  against
Importer,  Distributor or such customers  arising due to any infringement by the
Products or Licensed Names or Software of any right of any third party.

         15. Confidentiality.


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                  (a)  Confidentiality.  All  Proprietary  Data, as  hereinafter
defined,  disclosed  by any party to the other  party(ies)  in pursuance of this
Agreement,  during the continuance of this Agreement and for two (2) years after
its expiration or its termination, shall be kept confidential and the party(ies)
to which the same have been  disclosed  shall take all necessary  precautions to
prevent their  disclosure to third parties.  The parties to this Agreement shall
have the right to disclose such information to any of their affiliates, provided
that any such affiliate  receiving such  information  shall agree to be bound by
the provisions of this Paragraph 15 and provided  further,  the disclosing party
shall agree to be responsible for the actions of its affiliates. In the event of
any  breach  of this  covenant  by any  party,  such  breaching  party  shall be
responsible for all damages resulting therefrom.

                  (b)  Exceptions.  The provisions set forth in Paragraph  15(a)
shall not apply to:
                           (i) Any such information  which at any time after its
disclosure by one party to the other  party(ies)  falls into the public  domain,
except as a result of the fault of the party(ies) to which it was disclosed;  or

                           (ii)  Any such  information  which at the time of its
disclosure was known to the  party(ies) to which it was disclosed,  as evidenced
by written records; or
                           (iii) Any information that customers of each party or
regulatory  bodies can  reasonably  request be disclosed to them,  provided that
such party shall exert its best efforts to cause said  customers  or  regulatory
bodies to agree to hold such information confidential.

                  (c) "Proprietary Data". The term "Proprietary Data" is used in
this  Agreement  to mean  information,  as well as data in  written,  graphic or
machine-readable or  machine-executable  form or in oral form, which is received
by one  party  from  other  parties  and is  identified  as  being  proprietary,
confidential or a trade secret, and shall include,  the Products,  all technical
manuals  relating to the Products,  and all know-how and technology  required to
utilize  the  Products  and  such  manuals,  as well as  other  information  not
generally  known  in  the  trade,  including,  without  limitation,  inventions,
developments,  specifications,  pricing information, new product plans, methods,
supply  sources,   customers  lists,  costs,   marketing  plans,  technical  and
engineering  data,  and  methods and  reports  relating  to the  business of the
disclosing  party.  Each party agrees that it will use the Proprietary Data only
to  perform  its  required  obligations  hereunder  and agrees to take all steps
necessary  to keep  confidential,  and prevent the  disclosure  to and/or use by
third  parties of any and all  Proprietary  Data which it may  acquire.  Without
limiting the generality of the foregoing, each party agrees to take such actions
(including,  without  limitation,  instituting  legal  proceedings)  as  may  be
necessary to prevent  disclosure of  Proprietary  Data by its present and former
employees, agents and independent contractors. Each party shall provide to other
parties such  information and data, and permit the receiving party to review and
copy all such agreements,  as such receiving party shall  reasonably  request in
connection with any  investigation of compliance with the foregoing  obligations
of confidentiality.

         16.  United  States  Law and  Regulations.  Nothing  contained  in this
Agreement  shall be  construed to require  either  party to do, and  Distributor
shall  not  directly  or  indirectly  do,  any act or thing  that  will or could
constitute a violation of the Export Control laws or other laws and  regulations
of the United States of America. It shall be Imatron's  responsibility to obtain
all  necessary  export   licenses.   Distributor  is  obligated  to  supply  the
appropriate import certificates.

         17.  Exclusive  Dealing.  During  the  term of this  Agreement  neither
Importer,  Distributor nor its officers, agents, servants or employees shall, at
any time,  directly  or  indirectly,  perform  any  service or be employed by or
become associated in any capacity with any person, firm or corporation competing
with or setting up to compete with Imatron in the  Territory in the  manufacture
or sale of goods similar to the  Products.  Nor,  during the term hereof,  shall
Imatron, directly or indirectly,  compete similarly with Distributor in the sale
of the Products,  and  accordingly,  Imatron shall not,  directly or indirectly,
license any person to make,  use, or sell the Products  other than  Importer and
Distributor  in the  Territory.  The  obligations of this Paragraph 17 shall not
apply to the officers,  agents, servants and employees of Importer,  Distributor
or Imatron after said persons are no longer employed by Importer, Distributor or
Imatron.

         18. Termination.

                  (a) Notice of Termination.  Unless  otherwise stated herein if
any  party to this  Agreement  should  breach  any  obligation  herein or in any
individual contract to be entered hereunder,  the non-defaulting  party may give
written  notice to the  defaulting  party  specifying  the  respect in which the
defaulting has breached this Agreement or any individual contract.  In the event
that such breach is not remedied within thirty (30) days after such notice,  the
non-defaulting  party may, by written notice to the defaulting party,  terminate
this Agreement or any individual contract effective immediately.  The failure of
the  non-defaulting  party to so  terminate  this  Agreement  or


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any  individual  contract  due to a breach on the part of the  defaulting  party
shall not  constitute  a waiver of its  right to  terminate  on the basis of any
subsequent breach.

                  (b) Duties of Parties Upon Termination.

                           (i)  Upon   termination  of  this  Agreement  or  any
individual  contract  each  party  shall  perform  all  obligations,   including
warranty, service and spare part supply, incurred prior to the effective date of
such  termination  and all  indebtedness of each party to the other shall become
immediately payable.

                           (ii)  The  parties  acknowledge  and  agree  that the
Homologation  rights for the Systems which rights are being  transferred from IJ
to Imatron and then from Imatron to the Distributor belong solely to Imatron and
are  assigned  by  Imatron  to the  Distributor  solely  for the  purpose of its
distribution  of the Products  pursuant to this Agreement.  Upon  termination of
this  Agreement  for any reason  such  rights  shall  revert to Imatron  and the
Distributor shall take all actions which may be deemed  reasonably  necessary in
order to transfer such rights back to Imatron.

                           (iii) No party  hereto  shall be  liable to any other
for  damages  of any  kind  resulting  from,  or  caused  by,  said  termination
including,  but not limited to, damages related to losses through commitments on
obligations  or leases,  loss of  investment,  loss of  present  or  prospective
profits,  inability  to  meet  obligations,  or  any  other  causes  or  reasons
whatsoever.

                           (iv) Imatron  shall in any case continue for a period
of seven (7) years following  termination of this Agreement to make available to
Distributor's  customers all necessary spare parts and after-service in relation
to Products purchased by Distributor and resold to its customers.

         19. Notices. All notices,  certificates,  requests,  demands, and other
communications  hereunder  shall be in writing and may be  personally  served or
sent by or facsimile or by certified or  registered  airmail.  All such notices,
certificates,  requests, demands, and other communications shall be delivered to
the party to receive the same at the address  indicated  below (or at such other
address as a party may specify in a written notice):

         If to Distributor:

                  Marubeni  Corporation
                  4-2, Ohtemachi 1-chome
                  Chiyoda-ku, Tokyo, Japan
                  Attention: Mr. Makoto Kimura, General Manager, Medical
                  Business Sec.
                  Fax: (03) 3281-3728

         If to Importer:

                  Meditec Corporation
                  3-14, Kudan-Minami, 2-chome, Chiyoda-ku, Tokyo, Japan
                  Attention:   Mr. Masahiko Tomita
                  Fax   (03) 3237-4822

         If to Imatron:

                  Imatron Inc.
                  389 Oyster Point Blvd.
                  South San Francisco, California 94080
                  Attention:  Mr. S. Lewis Meyer, Chief Executive Officer
                  Fax: (415) 871-0418

         If personally delivered,  a notice shall be effective upon delivery. If
delivered in accordance with this  Paragraph,  a notice shall be effective as of
the date of receipt.  If given by  facsimile,  a notice shall be effective  when
sent, answer back received or, in the case of facsimile,  confirmation received.
A party may change its address  indicated above by giving written notice of such
change to the other in the manner specified in this Paragraph.


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         20. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the commercial  Arbitration  Rules of the American  Arbitration
Association ("AAA") and judgments upon the award rendered by the arbitrators may
be entered in any court having jurisdiction  thereof. The arbitration shall take
place in San Francisco, California, United States and be governed by the laws of
the  State of  California.  The  arbitration  shall be  conducted  by three  (3)
arbitrators.  Each of Imatron and Distributor shall select one arbitrator within
thirty (30) days after the filing of a request for arbitration. Should either of
them fail to select an arbitrator within such thirty-day period, the other party
shall also select that arbitrator.  The two selected  arbitrators shall select a
third arbitrator.  The official language of the arbitration shall be English and
all  proceedings  and rulings  shall be in  English.  The  arbitration  shall be
conducted as expeditiously as possible, and all parties shall exert best efforts
to finalize the  arbitration  hearings  within one year. The  arbitrators  shall
render any decision  within thirty (30) days after the close of the  arbitration
hearings.  The award rendered by the arbitrators shall be final and binding upon
the  parties.  Before,  during or after  arbitration,  each party shall have the
right to seek from any  appropriate  court all  provisional  remedies  permitted
under California law. If any party hereto must institute  arbitration to collect
any payments due hereunder, the party liable therefore shall reimburse the other
party for reasonable attorneys' fees and other costs incurred in connection with
such arbitration.

         21. Miscellaneous.

                  (a) Governing Law. This Agreement shall be deemed to have been
entered into and shall be construed and enforced in accordance  with the laws of
the State of California without regard to that body of law known as the conflict
of laws.

                  (b) Governing  Language.  The official text of this  Agreement
shall be in the English language, and any interpretation or construction of this
Agreement shall be based solely on the  English-language  text.

                  (c)  Waivers.  No  failure  or delay by any  party  hereto  in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof,  nor shall any single or partial  waiver  thereof  include any other or
further  exercise  thereof  or  the  exercise  of any  other  right,  power,  or
privilege.

                  (d)  Amendments.   Unless  otherwise  provided  herein,   this
Agreement may not be changed, waived, discharged, or terminated orally, but only
by a written document signed by duly authorized  officers of the parties hereto.

                  (e) Entire  Agreement.  This Agreement is the entire agreement
between the parties and supersedes  and shall be substituted  for each and every
prior agreement with respect to distribution of Products,  whether written, oral
or otherwise in effect between Distributor and Imatron.  Imatron and Distributor
each represents and warrants that there are no other outstanding  obligations or
agreements, either written, oral or implied inconsistent with this Agreement.

                  (f) Force Majeure. In the event that any party hereto shall be
rendered  wholly  or  partly  unable to carry  out its  obligations  under  this
Agreement by reason of causes beyond its control,  including but not limited to,
fire, flood, explosion,  strikes,  lockouts, or other labor trouble or shortage,
inability  to obtain or  shortage  of  material,  equipment  or  transportation,
insurrections,  riots or other civil commotion, war, enemy action, acts, demands
or requirements of the governments (including the Ministry of Health and Welfare
of Japan)  in any state or by other  causes  which it could  not  reasonably  be
expected to avoid,  then the  performance of the  obligations of either party or
both as they are affected by such causes shall be excused during the continuance
of any  inability  so caused  but such  inability  shall as far as  possible  be
remedied with all reasonable dispatch.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts,  each of which shall be an original,  but all of which together
shall constitute one instrument.

                  (h) Other Cooperation.  In case Japanese concerned regulations
may impose additional  requirements or limitations to Distributor or Importer in
providing importation,  sales, or after services of the System, Imatron shall be
willing to cooperate  with  Distributor  and Importer in solving their  problems
according to their requirements.

         22. Assignment of Homologation rights.

         Imatron agrees that Distributor may assign the Homologation  rights for
the Systems to Importer at any time upon notice to Imatron.


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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first above written.

IMATRON INC.

------------------------------
Name: S. Lewis Meyer
Title: President

MEDITEC CORPORATION

------------------------------
Name: Hiroyuki Tatewaki
Title: President & C.E.O.

MARUBENI CORPORATION

------------------------------
Name: Yoichi Kawahara
Title: General Manager, Electronics & Medical Business Dept.


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APPENDICES

         Appendix A   -       Specifications and Price List

         Appendix B   -       Assignment and Assumption Agreement

         Appendix C   -       Confirmation of Purchase Contract

         Appendix D   -       Imatron User License Agreement

         Appendix E   -       Licensed Names


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                                   APPENDIX A

Description of Imatron Model EBT Electron Beam Tomography Scanner

Imatron EBT scanner including:

         o     Gantry with dual solid state detectors and tungsten target rings
         o     High Resolution Detector System (HRDS)
         o     Electron Source and Beam Deflection Control
         o     Patient Couch with tilt, angulation, and swivel motion
         o     Distributed Processing System CPU
         o     Operator's Console
         o     GE Headholder
         o     System Software License
         o     Modem Telecommunications Link
         o     Patient Positioning Accessories
         o     Power Conditioner Distribution Unit
         o     Water Chiller
         o     Archive Storage System
         o     Operator's Manuals
         o     Warranty on parts for 1 year
         o     AccuImage  Workstation - The AccuImage  workstation displays 2-D,
               3-D,  and  4D  images  through  advanced  image  post  processing
               capability  when used in combination  with Imatron's EBT or other
               compatible imaging  modalities.  The AccuImage  workstation is NT
               based,  and  features an  intuitive  interface,  help menus,  and
               universal  icons  for  ease  of  use  and  maximum  productivity.
               Functions  include  surface  rendering,  interactive  MIP, volume
               rendering, curved reformatting,  fly-through and calcium scoring.
               Calcium  scores  are  presented  in  a  user-customizable  report
               template  that  includes a sampling  of patient  images,  calcium
               scores by artery and in total,  and population  data.  Images and
               reports are printed using the included color printer.  Images are
               transferred to the workstation  via Megalink or Ethernet.  A wide
               variety of image review and management functions are included, as
               well as DICOM 3 compliant image archiving and transfer.

                              Purchase Price For Basic System:   $1,700,000 USD
                              (FOB: Imatron Shipping Dock So. San Francisco, CA)

Shipping and Installation

     The system will be shipped within 60 days after receipt of Letter of Credit
by Imatron.

Terms

     Terms of Payment are as follows:

         o     Letter of Credit issued 60 days prior to shipment.
               o     The shipping terms are as noted:  "F.O.B.  Imatron Shipping
                     Dock, South San Francisco,  CA" and therefore upon shipment
                     from Imatron the risk of loss passes to Importer.

Prices do not include:

         o     Site preparation/construction to Imatron's specifications
         o     Any other display workstation as determined by the buyer
         o     Shipping, insurance, and rigging from the factory to the site
         o     Foreign or local taxes


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         o     Any  costs of  storage,  should  the site not be ready to  accept
               installation of the scanner,  requiring shipment to a third-party
               warehouse.
         o     Radiation  permits,  licenses,  and  certificates  as required by
               local or national  government  authorities
         o     Other equipment such as laser cameras,  injectors,  teleradiology
               and PACS systems

Description of Imatron Model EBT Electron Beam Tomography Options

IMATRON EBT SYSTEM OPTIONS

New Systems

2nd AccuImage  Workstation                               $70,000  USD

         Requires  connection to another AccuImage  workstation that is included
with the Imatron scanner.

CODONICS MODEL NP-1600 M COLOR MEDICAL IMAGER   $16,310 USD

Includes utilizing Dye-Diffusion Print technology, Post Script level # software,
CDNX-1SG  key,  Paper &  color  Ribbon,  100 A size  sheets,  and  Paper & black
Laminate Ribbon 300 A size sheets

Installed, Used and Remanufactured EBT Scanners

AccuImage Workstation                                    $90,000 USD

     The AccuImage workstation displays 2-D, 3-D, and 4D images through advanced
     image post processing  capability  when used in combination  with Imatron's
     EBT or other compatible imaging modalities. The AccuImage workstation is NT
     based, and features an intuitive interface, help menus, and universal icons
     for  ease  of use  and  maximum  productivity.  Functions  include  surface
     rendering,   interactive  MIP,  volume  rendering,   curved   reformatting,
     fly-through  and  calcium  scoring.  Calcium  scores  are  presented  in  a
     user-customizable  report  template  that  includes a  sampling  of patient
     images,  calcium scores by artery and in total, and population data. Images
     and  reports are  printed  using the  included  color  printer.  Images are
     transferred to the workstation via Megalink or Ethernet.  A wide variety of
     image review and  management  functions  are  included,  as well as DICOM 3
     compliant image archiving and transfer.

CODONICS MODEL NP-1600 M COLOR MEDICAL IMAGER   $16,310 USD


                  Includes utilizing Dye-Diffusion Print technology, Post Script
                  level # software,  CDNX-1SG key,  Paper & color Ribbon,  100 A
                  size  sheets,  and Paper & black  Laminate  Ribbon  300 A size
                  sheets

High Resolution Detector System Upgrade (HRDS)           $ 250,000 USD


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                                   APPENDIX B
                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS AGREEMENT ("Agreement") is entered into as of November 10, 2000 by
and between IMATRON INC., a corporation organized under the laws of the State of
New Jersey,  United  States of America with its  principal  office at 389 Oyster
Point  Blvd.,   South  San  Francisco,   California  94080,   United  States  of
America("Imatron")  and MARUBENI CORPORATION,  a corporation organized under the
laws of Japan with its principal office at 4-2, Ohtemachi  1-chome,  Chiyoda-ku,
Tokyo, Japan("Distributor").

WITNESSETH:

         WHEREAS,  Imatron has  heretofore  entered into a Transition  Agreement
dated October 5, 2000 (the "Transition Agreement"),  a copy of which is attached
hereto,  with Imatron  Japan INC.  ("IJ")  relating to the  transition  to a new
distributor and service provider of Imatron's products in Japan;

         WHEREAS,   Imatron  has  appointed  Importer  and  Distributor  as  the
exclusive  service  provider  and  distributor  respectively  of the Imatron EBT
Scanner system and spare parts,  options and  accessories in Japan pursuant to a
Distributorship   Agreement  of  even  date   herewith   (the   "Distributorship
Agreement"); and

         WHEREAS, Imatron desires to assign to Distributor certain of its rights
pursuant to the  Transition  Agreement in  consideration  of the  assumption  by
Distributor  of certain of  Imatron's  obligations  pursuant  to the  Transition
Agreement and  Distributor  desires to accept such  assignment  and perform such
obligations.

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, the parties hereto hereby agree as follows:

4     Assignment. Effective as of the date set forth above Imatron hereby sells,
      assigns and transfers  all of its right,  title and interest in and to the
      following:

4.1     all Imatron EBT  Scanner  system  replacement  and  component  parts and
        service tools set forth on Exhibit A-1 to the Transition Agreement;

4.2     subject  to  Paragraph  2, all  service  contracts  for the  repair  and
        maintenance of Imatron EBT Scanner systems in Japan set forth on Exhibit
        A-2 to the Transition Agreement (the "Service Contracts");

4.3     the  rights,  licensing  and  registration,  if any, of IJ to enter into
        service  contracts for the repair and maintenance of Imatron EBT Scanner
        systems in Japan;

4.4     all  documents,  including  quotations  and other  marketing  materials,
        service  files  relating to past,  present,  and  potential  Imatron EBT
        Scanner system purchase and service customers; and

4.5     the  regulatory  approvals  for the  importation  or sale of Imatron EBT
        Scanner  systems,  and the  replacement and component parts thereof into
        Japan, commonly referred to as the "homologation".

5     Service Agreements. With respect to the Service Contracts:

5.1     Imatron shall use its best efforts to obtain  consents from the customer
        of  each  Service  Contract  agreeing  to the  transfer  of the  Service
        Contract to Distributor and further agreeing to any changes to the terms
        and conditions of the Service Contract as may be required by Distributor
        and agreed to by the customer; and

5.2     Imatron  represents and warrants that each Service  Contract  represents
        entire  agreement  between  the  parties  thereto and there are no other
        outstanding  obligations or agreements,  either written oral or implied,
        formal or  informal  in  respect of the  subject  matter  thereof.  This
        representation  and warranty expires 90days from the date of the signing
        of this Agreement.

6     Rights Not Assigned.  Notwithstanding the foregoing,  the following rights
      are not assigned:

6.1     The two existing Imatron EBT Scanner Systems owned by IJ (Serial Nos. 26
        and 160).

7     Assumption of  Obligations.  In  consideration  for the above  assignment,
      Distributor agrees to assume

7.1     All  obligations  to provide  service,  training,  software and hardware
        updating,  service  support  and  warranty  obligations  as  provided in
        Paragraph 1 and Paragraph 3 a of the Transition Agreement.


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         Except as set forth in this paragraph,  Distributor is not assuming and
shall not be liable for any other of the  obligations  or liabilities of Imatron
of any kind or nature whatsoever under the Transition Agreement.

         Imatron  shall  ensure  that  the  Transition  Agreement  will  not  be
terminated  or  cancelled  by Imatron  Japan INC.  for  Imatron's  breach of its
obligations  under the Transition  Agreement and hold harmless  Distributor from
any  losses or  damages  which  Distributor  may incur as a result of  Imatron's
breach of the Transition Agreement.

8     Indemnification.  Each of the parties  hereby  agrees to hold harmless and
      indemnify the other,  and its successors  and assigns,  against any claim,
      action, loss,  liability,  damage, or cost and expense,  including without
      limitation reasonable attorneys' and experts' fees and expenses (hereafter
      collectively "Losses" and separately as "Loss"), resulting from or arising
      out  of any  breach  or  inaccuracy  of any  representation  or  warranty,
      nonperformance of any agreement,  covenant,  promise, or obligation on the
      part of the indemnifying party contained in this Agreement.

9     Notices.   All  notices,   certificates,   requests,   demands,  ad  other
      communications  hereunder  shall be in writing and shall be  delivered  as
      provided in the Distributorship Agreement.

10    Miscellaneous.

10.1      Governing Law;  Arbitration.  This  Agreement  shall be deemed to have
          been entered into and shall be  construed  and enforced in  accordance
          with the laws of the State of California  without  regard to that body
          of law known as the conflict of laws. Any controversy or claim arising
          out of or relating to this Agreement,  or the breach thereof, shall be
          settled by  arbitration  as provided in Paragraph 13 of the Transition
          Agreement.  This  Agreement  shall be deemed to have been entered into
          and shall be construed and enforced in accordance with the laws of the
          State of  California  without  regard to that body of law known as the
          conflict of laws.

10.2      Governing  Language.  The official text of this Agreement  shall be in
          the English language,  and any  interpretation or construction of this
          Agreement shall be based solely on the English-language text.

10.3      Waivers.  No failure or delay by any party  hereto in  exercising  any
          right, power or privilege hereunder shall operate as a waiver thereof,
          nor shall any single or partial  waiver  thereof  include any other or
          further exercise thereof or the exercise of any other right, power, or
          privilege.

10.4      Amendments.  Unless otherwise provided herein,  this Agreement may not
          be changed,  waived,  discharged,  or terminated orally, but only by a
          written  document  signed by duly  authorized  officers of the parties
          hereto.

10.5      Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          counterparts,  each of which  shall be an  original,  but all of which
          together shall constitute one instrument.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first above written.

IMATRON INC.                               MARUBENI CORPORATION

By: S. Lewis Meyer                         By: Y.Kawahara



Its: Chief Executive Officer               Its:  General Manager ,
                                                  Electronics & Medical Business
                                           Department


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                                   APPENDIX D

USER LICENSE AGREEMENT

         This  Agreement  is made and entered  into on between  Imatron  Inc., a
corporation,  hereinafter called "Imatron", and Marubeni Corporation hereinafter
called the "Licensee".

         In  consideration  of the mutual  covenants  and  conditions  contained
herein, the parties agree as follows:

         1. License. Imatron hereby grants to the Licensee a nontransferable and
nonexclusive  single site license to use the computer software package described
at the end of this form,  hereinafter called the "Software",  upon the terms and
conditions contained herein.

         2. License Fee. The Licensee  agrees to pay Imatron a one-time  license
fee (included in the basic system price) for this license.

         3. Conditions. This license is granted upon the following conditions:

               (a) The Software and any copies  thereof shall at all time remain
the  sole   property  of   Imatron.   Imatron   reserves   the  right  to  grant
nontransferable  and nonexclusive rights to use the Software to other persons or
entities upon such terms and conditions as Imatron shall prescribe. The Licensee
covenants and agrees not to permit access to, transfer,  or assign the Software,
or any part or copy thereof,  in any form, to any other person or entity without
the prior written consent of Imatron.

               (b) The Software shall be used only at the following  location of
the Licensee:

                   In Japan.


               (c)  The  Software  shall  be used  by the  Licensee  only on the
following equipment:

               (d) The Licensee acknowledges that the Software is proprietary to
Imatron and agrees not to disclose it in any form,  in whole or in part,  to any
other person or entity.  The  Licensee  also agrees not to copy,  duplicate,  or
otherwise reproduce any Software, or any version,  routine,  subroutine, or part
thereof,  or create or attempt to create, or permit others to attempt to create,
by reverse  engineering or otherwise,  the source programs,  or any part thereof
from the object  program or from other  information  or data made  available  by
Imatron, or otherwise acquired by Licensee,  without prior written authorization
from  Imatron.  If such  authorization  is obtained,  the  Licensee  shall apply
Imatron's  copyright  notice  and  other  legend(s),  if any,  contained  on the
Software to such reproductions or copies, and all restrictions herein on use and
disclosure  of the  Software  shall  apply to any such  reproductions  or copies
thereof.

               (e) The Licensee  shall not cause or permit the Software,  or any
part thereof to be used by any person other than the  officers,  employees,  and
agents of the  Licensee'  engaged in the business  activities of the Licensee at
the location  referred to herein.  The Licensee  agrees that it shall cause each
authorized  person who uses the Software to agree to refrain from  disclosing or
delivering  the Software,  or any part thereof,  to any  unauthorized  person or
entity.

               (f) In the  event  that  the  Software  is for use by the  United
States Government,  or any branch or agency thereof (hereinafter  referred to as
the"  Government"),  the provisions of this subparagraph (f) shall apply to such
transaction in lieu of  subparagraphs  (a) through (e) above. The Software shall
be treated by


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================================================================================


the  Government  as  "Limited  Rights  Data"  pursuant  to DAR 7 104.9(A) or the
equivalent clause in other agency procurement regulations.

         4. Reservation of Rights.  The rights granted to the Licensee hereunder
shall  not  affect  the  exclusive  ownership  by  Imatron  of  any  trademarks,
copyrights,  patents, or common law property rights of Imatron pertaining to the
Software.  The  License  granted  hereby  shall at all times be  subject  to all
trademarks,  copyrights,  letters,  patents,  and common law property  rights of
Imatron relating to the Software.

         5.  Modifications  and  Improvements.  If  the  Licensee  modifies  the
Software in any manner or utilizes any other software with the Software, or uses
or  permits  the use of the  Software  on any  Hardware/System  other  than  the
Hardware/System  with which the  Software  was provided  without  prior  written
authorization from Imatron, all warranties  associated with the Software and the
Hardware/System  shall  become null and void.  If the  Licensee,  or any of it's
officers,  agents,  or  employees  devise or  acquire  any  improvements  in the
Software and the Licensee  voluntarily  discloses such  improvements  to Imatron
Imatron shall have a nonexclusive,  royalty-free license to use such improvement
and the right to grant sublicenses thereto.

         6.  Term.  This  license  shall  continue  for as long as the  Licensee
continues  to utilize  the above  specified  Hardware/System  (s),  except  that
Imatron may terminate  this license upon thirty (30) days written  notice to the
Licensee in the event of any default by the Licensee of any term,  covenant,  or
condition  contained  herein  or  in  the  contract  of  sale  relating  to  the
Hardware/System.  Such termination  shall not relieve the Licensee of any of any
of its obligations incurred prior to such termination,  and shall not impair any
of Imatron's  rights which have accrued prior to such date. The Licensee  agrees
to return the  Software  and any copies  thereof to Imatron,  at the  Licensee's
expense,  immediately upon the termination of this license. The covenants of the
Licensee  contained in Paragraph 3 hereof shall survive the  termination of this
License.  The warranty  contained in Paragraph 8 hereof shall terminate upon the
expiration or sooner termination of this License.

         7. Patent and Copyright Indemnification. Imatron will defend any action
brought  against  Licensee  to the  extent  that it is based on a claim that any
Software  used  within the scope of the  License  hereunder  infringes  a United
States patent or  copyright,  provided  Licensee  notifies  Imatron  promptly in
writing of the action (and all prior claims relating to such action) and Imatron
has sole  control of the  defense and all  negotiations  for its  settlement  or
compromise.  In the event any Software becomes,  or in the opinion of Imatron is
likely  to  become,  the  subject  of a claim of  infringement  of a  patent  or
copyright,  Imatron may at its option either, (a) secure the Licensee's right to
continue using the Software, (b) replace or modify it, to make it noninfringing,
so long as such  replacement  or  modification  dose not materially or adversely
affect  its  performance,  or,  if  neither  of the  foregoing  alternatives  is
reasonably  available to Imatron,  accept  return of such Software and refund to
Licensee all fees paid by Licensee for the Software so returned.  Imatron  shall
have no liability for any claim of copyright or patent infringement based on (1)
use of other than a current  unaltered  release of the Software  available  from
Imatron if such infringement  would have been avoided by the use of such current
unaltered  release or (2) use or  combination  of the Software  with programs or
data not  supplied by Imatron.  THE  FOREGOING  STATES THE ENTIRE  LIABILITY  OF
IMATRON  WITH  RESPECT  TO  INFRINGEMENT  OF ANY  COPYRIGHTS  OR  PATENTS BY THE
SOFTWARE OR ANY PARTS THEREOF.

         8.  Warranty.  THE SOFTWARE WHEN DELIVERED IS WARRANTED TO BE FREE FROM
DEFECTS IN MATERIALS AND  WORKMANSHIP.  EXCEPT FOR THE EXPRESS  WARRANTY HEREIN,
IMATRON  GRANTS  NO  WARRANTIES,   EITHER  EXPRESS  OR  IMPLIED   WARRANTIES  OF
MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE,  AND THE STATED  EXPRESS
WARRANTY IS IN LIEU OF ALL  LIABILITIES  OR  OBLIGATIONS OF IMATRON FOR DAMAGES,
INCLUDING BUT NOT LIMITED TO SPECIAL OR CONSEQUENTIAL DAMAGES,  OCCURRING OUT OF
OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE.


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================================================================================


         9. Waiver of Liability. Subject to the provisions of paragraphs 7 and 8
above, the Licensee  expressly  waives all claims against  Imatron.  The parties
agree that neither shall be  responsible  for the acts or omissions of the other
in regard to the development or use of the licensed Software.

         10. Taxes.  The Licensee agrees to pay any state or local tax, use tax,
excise tax, or similar  tax,  however  designated,  levied or  computed,  on the
amount paid by the licensee to Imatron for this license to use the Software.

         11. General.

                  (a) This Agreement  constitutes the entire  Agreement  between
Imatron and the Licensee with respect to the subject  matter of this  Agreement.

                  (b) No modification of this Agreement shall be valid unless in
writing and signed by duly authorized representatives of both of the parties.

                  (c) The Licensee  shall not assign this Agreement or any right
hereunder to any other  person or entity  without the prior  written  consent of
Imatron.  Such  consent  will  not  be  unreasonably  withheld.  Subject  to the
foregoing  prohibition against assignment,  this Agreement shall be binding upon
and shall  inure to the  benefit of the  successors  and  assigns of the parties
hereto.

                  (d) This Agreement  shall be considered as having been entered
into in the  State of  California  and shall be  subject  to  interpretation  in
accordance with the laws thereof

         In witness whereof,  the parties have executed this Agreement as of the
date set forth above.

IMATRON INC.                          MARUBENI CORPORATION

By:     S. Lewis Meyer                By:   Y. Kawahara
        --------------                      -----------


Title:  Chief Executive Officer       Title:  General Manager ,
        -----------------------       Electronics &  Medical Business Department
                                      ------------------------------------------


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================================================================================

                                   Appendix E



                                  [Trade Mark]

                                     IMATRON

                            (Registration No.3176291)


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FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


                                  Exhibit 10.34

                                  IMATRON INC.

                              CONSULTING AGREEMENT

         This Consulting Agreement  ("Agreement") is made and entered into as of
the 1st day of January,  2001 by and between Imatron Inc. (the  "Company"),  and
Terry Ross,  ("Consultant").  The  Company  desires to retain  Consultant  as an
independent  contractor  to perform  consulting  services  for the  Company  and
Consultant  is willing to perform such  services,  on terms set forth more fully
below. In consideration  of the mutual promises  contained  herein,  the parties
agree as follows:

         1.       SERVICES AND COMPENSATION

                  (a) Consultant  agrees to perform for the Company the services
("Services") described in Exhibit A, attached hereto.

                  (b) The Company agrees to pay Consultant the  compensation set
forth in Exhibit A for the performance of the Services.

         2.       CONFIDENTIALITY

                  (a) Definition.  "Confidential  Information" means any Company
proprietary information,  technical data, trade secrets or know-how,  including,
but not limited to,  research,  product plans,  products,  services,  customers,
customer  lists,  markets,  software,   developments,   inventions,   processes,
formulas,  technology,  designs, drawings,  engineering,  hardware configuration
information,  marketing, finances or other business information disclosed by the
Company  either  directly or  indirectly  in  writing,  orally or by drawings or
inspection of parts or equipment.

                  (b) Non-Use and Non-Disclosure. Consultant will not, during or
subsequent  to the  term  of this  Agreement,  use  the  Company's  Confidential
Information for any purpose  whatsoever,  other than performing Services for the
Company, or disclose the Company's Confidential  Information to any third party.
It is  understood  that said  Confidential  Information  shall  remain  the sole
property  of the  Company.  Consultant  further  agrees  to take all  reasonable
precautions  to  prevent  any  unauthorized   disclosure  of  such  Confidential
Information  including,  but not limited to,  having each  employee,  agent,  or
contractor of Consultant,  if any, with access to any Confidential  Information,
execute a nondisclosure  agreement containing  provisions in the Company's favor
identical  to Sections 2, 3 and 4 of this  Agreement.  Confidential  Information
does not include  information  which (i) is known to  Consultant  at the time of
disclosure  to  Consultant  by the Company as  evidenced  by written  records of
Consultant,  (ii) has become publicly known and made generally available through
no  wrongful  act of  Consultant,  or (iii)  has  been  rightfully  received  by
Consultant from a third party who is authorized to make such disclosure.

                  (c) Former  Employer's  Confidential  Information.  Consultant
agrees that Consultant  will not, during the term of this Agreement,  improperly
use or disclose any  proprietary  information  or trade secrets of any former or
current  employer  or other  person  or  entity  with  which  Consultant  has an
agreement or duty to keep in confidence  information acquired by Consultant,  if
any,  and that  Consultant  will not bring onto the  premises of the Company any
unpublished  document or  proprietary  information  belonging to such  employer,
person or entity  unless  consented  to in writing by such  employer,  person or
entity.  Consultant  will  indemnify  the Company and hold it harmless  from and
against all claims,  liabilities,  damages and  expenses,  including  reasonable
attorneys  fees and  costs of suit,  arising  out of or in  connection  with any
violation or claimed  violation of a third party's rights  resulting in whole or
in part from the  Company's  use of the work  product of  Consultant  under this
Agreement.


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                  (d)   Third   Party   Confidential   Information.   Consultant
recognizes  that the Company has  received  and in the future will  receive from
third parties their confidential or proprietary information subject to a duty on
the Company's part to maintain the  confidentiality  of such  information and to
use it only for certain limited purposes. Consultant agrees that Consultant owes
the  Company  and such  third  parties,  during the term of this  Agreement  and
thereafter,  a duty to hold all such confidential or proprietary  information in
the  strictest  confidence  and  not to  disclose  it to  any  person,  firm  or
corporation  or to use it except as  necessary  in carrying out the Services for
the Company consistent with the Company's agreement with such third party.

                  (e)  Return  of  Materials.   Upon  the  termination  of  this
Agreement,  or upon Company's  earlier  request,  Consultant will deliver to the
Company  all  of  the  Company's  property  or  Confidential   Information  that
Consultant may have in Consultant's possession or control.

         3.       OWNERSHIP

                  (a) Assignment.  Consultant  agrees that all material,  notes,
records, drawings, designs, inventions, improvements,  developments, discoveries
and trade secrets (collectively,  "Work Product") conceived,  made or discovered
by Consultant, solely or in collaboration with others, during the period of this
Agreement  which  relate  in any  manner to the  business  of the  Company  that
Consultant  may be directed to undertake,  investigate  or  experiment  with, or
which  Consultant  may  become   associated  with  in  work,   investigation  or
experimentation  in the line of business of Company in  performing  the Services
hereunder,  are the sole property of the Company.  Consultant  further agrees to
assign (or cause to be assigned) and does hereby assign fully to the Company all
Work Product and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto.

                  (b) Further  Assurances.  Consultant agrees to assist Company,
or its  designee,  at the Company's  expense,  in every proper way to secure the
Company's  rights in the Work  Product and any  copyrights,  patents,  mask work
rights or other  intellectual  property rights  relating  thereto in any and all
countries,  including the disclosure to the Company of all pertinent information
and  data  with   respect   thereto,   the   execution   of  all   applications,
specifications,  oaths,  assignments and all other instruments which the Company
shall deem  necessary  in order to apply for and obtain such rights and in order
to assign and convey to the Company,  its  successors,  assigns and nominees the
sole and exclusive  right,  title and interest in and to such Work Product,  and
any copyrights,  patents, mask work rights or other intellectual property rights
relating  thereto.  Consultant  further agrees that  Consultant's  obligation to
execute or cause to be executed,  when it is in Consultant's power to do so, any
such  instrument  or  papers  shall  continue  after  the  termination  of  this
Agreement.

                  (c) Pre-Existing  Materials.  Consultant agrees that if in the
course of performing the Services, Consultant incorporates into any Work Product
developed hereunder any invention, improvement,  development, concept, discovery
or other proprietary  information owned by Consultant or in which Consultant has
an  interest,  the  Company is hereby  granted  and shall  have a  nonexclusive,
royalty-free,  perpetual,  irrevocable,  worldwide  license  to use,  reproduce,
distribute, perform, display, prepare derivative works of, make, have made, sell
and  export  such  item as part of or in  connection  with  such  Work  Product.
Consultant  shall  not  incorporate  any  invention,  improvement,  development,
concept,  discovery or other  proprietary  information  owned by any third party
into any Work Product without Company's prior written permission.

                  (d) Attorney in Fact. Consultant agrees that if the Company is
unable because of Consultant's unavailability,  dissolution,  mental or physical
incapacity,  or for any other reason, to secure Consultant's  signature to apply
for or to pursue any  application  for any United  States or foreign  patents or
mask work or copyright  registrations  covering the Work Product assigned to the
Company above,  then Consultant hereby  irrevocably  designates and appoints the
Company and its duly authorized  officers and agents as  Consultant's  agent and
attorney in fact, to act for and in Consultant's behalf and stead to execute and
file  any such  applications  and to do all  other  lawfully  permitted  acts to
further  the  prosecution  and  issuance  of  patents,  copyright  and mask work
registrations  thereon  with the same legal  force and effect as if  executed by
Consultant.


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         4.       CONFLICTING OBLIGATIONS

                  Contractor  is free to  perform  services  for other  entities
while  performing  services  for the  Company,  except if such other entity is a
competitor of the Company, thereby creating a risk of disclosure of confidential
information,  as defined in Section 2. Consultant  certifies that Consultant has
no  outstanding  agreement  or  obligation  that is in conflict  with any of the
provisions of this Agreement,  or that would preclude  Consultant from complying
with the provisions hereof, and further certifies that Consultant will not enter
into any such conflicting Agreement during the term of this Agreement.

         5.       NON-SOLICITATION

                  During the term of this  Agreement  and for a period of twelve
months following  termination of this Agreement,  Consultant shall not, directly
or indirectly,  hire, solicit,  or encourage to leave the Company's  employment,
any  employee  or  contractor  of the  Company  or hire  any  such  employee  or
contractor who has left the Company's employment or contractual engagement.

         6.       TERM AND TERMINATION

                  (a) Term.  This  Agreement  will  commence  on the date  first
written  above and will  continue  for the  Duration of Services as set forth on
Exhibit A, subject to early termination described below.

                  (b)  Termination.  The Company may  terminate  this  Agreement
immediately  and without prior notice if  Consultant  refuses to or is unable to
perform  the  Services  or is in  breach  of  any  material  provision  of  this
Agreement.

                  (c) Survival. Upon such termination,  all rights and duties of
the parties toward each other shall cease except:

                           (i) That the Company shall be obliged to pay,  within
thirty (30) days of the  effective  date of  termination,  all amounts  owing to
Consultant  for  Services  completed  and  accepted by the Company  prior to the
termination date and related expenses, if any, in accordance with the provisions
of Section 1 (Services and Compensation) hereof; and

                           (ii) Sections 2 (Confidentiality),  3 (Ownership),  5
(Non-Solicitation) and 8 (Independent  Contractors) shall survive termination of
this Agreement.

         7.       ASSIGNMENT

                  Neither  this  Agreement  nor any right  hereunder or interest
herein may be assigned or transferred by Consultant  without the express written
consent of the Company.

         8.       INDEPENDENT CONTRACTOR

                  It is the express  intention of the parties that Consultant is
an  independent  contractor.  Nothing  in  this  Agreement  shall  in any way be
construed to constitute  Consultant as an agent,  employee or  representative of
the  Company,  and  Consultant  shall  perform  the  Services  hereunder  as  an
independent  contractor.  Consultant  is free to  control  his  methods of work,
provided  that  Consultant  continues to render his best efforts for the Company
under this  Agreement.  Consultant  agrees to furnish (or  reimburse the Company
for) all tools and materials  necessary to accomplish  this contract,  and shall
incur all expenses associated with performance,  except as expressly provided on
Exhibit A of this Agreement.  Consultant acknowledges and agrees that Consultant
is  obligated  to report as  income  all  compensation  received  by  Consultant
pursuant  to this  Agreement,  and  Consultant  agrees to and  acknowledges  the
obligation  to pay all  self-employment  and  other  taxes  thereon.  Consultant
further


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================================================================================


agrees to indemnify and hold harmless the Company and its  directors,  officers,
and employees from and against all taxes, losses,  damages,  liabilities,  costs
and  expenses,  including  attorney's  fees and other  legal  expenses,  arising
directly  or  indirectly  from  (i) any  negligent,  reckless  or  intentionally
wrongful act of Consultant or Consultant's assistants, employees or agents, (ii)
a  determination  by a court or agency that the Consultant is not an independent
contractor,  or (iii) any breach by the Consultant or  Consultant's  assistants,
employee or agents of any of the covenants contained in this Agreement.

         9.       BENEFITS

                  Consultant acknowledges and agrees and it is the intent of the
parties hereto that Consultant  receive no  Company-sponsored  benefits from the
Company either as a Consultant or employee.  Such benefits include,  but are not
limited to, paid vacation,  sick leave,  medical insurance,  401K participation,
and incentive or bonus  programs.  If Consultant is  reclassified  by a state or
federal  agency or court as an employee,  Consultant  will become a reclassified
employee and will receive no benefits  except those mandated by state or federal
law, even if by the terms of the  Company's  benefit plans in effect at the time
of such  reclassification  Consultant  would  otherwise  be  eligible  for  such
benefits.

         10.      ARBITRATION AND EQUITABLE RELIEF

                  (a) Disputes.  Except as provided in Section 10(d) below,  the
Company and  Consultant  agree that any dispute or  controversy  arising out of,
relating to or in connection with the  interpretation,  validity,  construction,
performance, breach or termination of this Agreement shall be settled by binding
arbitration to be held in San Mateo County,  California, in accordance with, but
not  necessarily  the  administration  of,  the  Commercial  Arbitration  Rules,
supplemented by the Supplemental  Procedures for Large Complex Disputes,  of the
American Arbitration Association as then in effect (the "Rules"). The arbitrator
may grant  injunctions  or other  relief in such  dispute  or  controversy.  The
decision of the arbitrator shall be final, conclusive and binding on the parties
to the arbitration.  Judgment may be entered on the arbitrator's decision in any
court of competent jurisdiction.

                  (b) Governing Law. The  arbitrator(s)  shall apply  California
law to the merits of any dispute or claim, without reference to conflicts of law
rules.  Consultant hereby consents to the personal jurisdiction of the state and
federal courts  located in California for any action or proceeding  arising from
or  relating to this  Agreement  or  relating  to any  arbitration  in which the
parties are participants.

                  (c) Costs.  The Company and Consultant shall each pay one-half
of the costs and expenses of such arbitration, and each shall separately pay its
counsel fees and expenses unless otherwise required by law.

                  (d)  Equitable  Relief.  The parties may apply to any court of
competent   jurisdiction  for  a  temporary   restraining   order,   preliminary
injunction,  or other interim or  conservatory  relief,  as  necessary,  without
breach of this arbitration agreement and without abridgment of the powers of the
arbitrator.

                  (e)  ACKNOWLEDGMENT.   CONSULTANT  HAS  READ  AND  UNDERSTANDS
SECTION 10, WHICH DISCUSSES ARBITRATION.  CONSULTANT UNDERSTANDS THAT BY SIGNING
THIS AGREEMENT,  CONSULTANT AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING
TO, OR IN  CONNECTION  WITH THIS  AGREEMENT,  OR THE  INTERPRETATION,  VALIDITY,
CONSTRUCTION,   PERFORMANCE,   BREACH  OR   TERMINATION   THEREOF,   TO  BINDING
ARBITRATION,  EXCEPT AS PROVIDED  IN SECTION  10(d),  AND THAT THIS  ARBITRATION
CLAUSE CONSTITUTES A WAIVER OF CONSULTANT'S RIGHT TO A JURY TRIAL AND RELATES TO
THE  RESOLUTION  OF ALL  DISPUTES  RELATING TO ALL  ASPECTS OF THE  RELATIONSHIP
BETWEEN THE PARTIES.


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         11.      GOVERNING LAW

                  This  Agreement  shall be governed by the laws of the State of
California.

         12.      ENTIRE AGREEMENT

                  This  Agreement  is the entire  agreement  of the  parties and
supersedes any prior  agreements  between them,  whether  written or oral,  with
respect to the subject matter hereof. No waiver,  alteration, or modification of
any of the provisions of this  Agreement  shall be binding unless in writing and
signed by duly authorized representatives of the parties hereto.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

TERRY ROSS                          IMATRON INC.

______________________________                         _________________________

Address:                                               By:
        ____________________________                      ______________________

 ______________________________     Its:______________



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