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                                                                  EXHIBIT 10.7.1

                                    AGREEMENT


     This AGREEMENT is entered into May 26, 1998, by and between CARDIAC
PATHWAYS CORPORATION, a California corporation with offices at 995 Benecia
Avenue, Sunnyvale, California 94086 ("Pathways") and DIDECO S.P.A., a
corporation organized under the laws of Italy with offices at Via Statale 12
Nord, 86, 41037 Mirandola (MO), Italy ("Distributor").

                                   BACKGROUND

     A.   Pathways and Distributor entered into a certain Exclusive
          International Distributor Agreement effective as of June 23, 1994 (the
          "Distributor Agreement"), which each wishes now to terminate.

     B.   Pathways and Distributor entered into a certain Loan Agreement
          effective as of June 23, 1994 and the attached Promissory Note dated
          June 27, 1994 (collectively, the "Loan"), which Pathways is willing to
          repay early.

NOW, THEREFORE, Pathways and Distributor agree as follows:

1.   The Distributor Agreement shall terminate effective as of May 26, 1998.

2.   On May 26, 1998, Pathways shall pay to Distributor six million four
     thousand two hundred fifty dollars and no cents ($6,004,250.00), in full
     and complete repayment of all amounts due to Distributor with respect to
     the Loan.

3.   Pathways will repurchase all inventory of Products purchased by Distributor
     from Pathways pursuant to the Distributor Agreement during the period from
     February 8, 1998 to May 8, 1998 which Distributor has not sold as of May 8,
     1998 at a price equal to the price paid by Distributor for such Products
     less a 10% restocking charge. Distributor shall ship such Products F.O.B.
     its facility, using a carrier designated by Pathways. Pathways shall repay
     Distributor for such Products and the shipping and insurance costs
     associated therewith within ten days of receipt of the Products and any
     invoice therefore, provided, that such Products are undamaged and suitable
     for re-sale.

4.   Pathways will repurchase the three (3) cooled radio frequency generators
     purchased by Distributor from Pathways for a total price of forty three
     thousand one hundred twenty five dollars ($43,125.00) (i.e., equal to the
     net price paid by Distributor depreciated using straight line depreciation
     over four (4) years), provided that such generators are undamaged and fully
     operable. Exhibit A sets forth a calculation of this amount.

5.   Except with respect to the obligations created by, acknowledged, or arising
     out of this Agreement, the parties hereto (on behalf of themselves, their
     directors, officers, employees, agents, parents, subsidiaries and
     affiliates) release and absolutely and forever discharge one another and
     their respective directors, officers, employees, agents, and attorneys of
     and from

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     any and all claims, demands, damages, debts, liabilities, obligations,
     costs, expenses, and causes of action, of every kind and nature whatsoever
     (each a "Liability"), which they now have, own or hold against one another
     relating to the matters described or referred to in the Distributor
     Agreement and/or Loan (except to the extent such Liability is subject to
     the provisions of Sections 4, 6, 9(f), (g), (i) or (j), 10, 11, 13 or 14 of
     the Distributor Agreement which provisions shall survive the termination of
     the Distributor Agreement).

     It is the intention of the parties hereto in executing this Agreement that
     this Agreement shall be effective among the parties as a full and final
     accord and satisfaction and release of liability in connection with the
     matters referred to herein.

     In furtherance of the intentions set forth in this Agreement, all parties
     hereto acknowledge that they are familiar with Section 1542 of the Civil
     Code of the State of California, which provides in part as follows:

          "A general release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing the
          release, which if known by him must have materially affected his
          settlement with the debtor."

     Each of the parties hereto waives and relinquishes any right or benefit
     which he or it has or may have under Section 1542 to the full extent that
     he or it may lawfully waive such rights and benefits pertaining to the
     matters referred to herein.

6.   No provision of this Agreement may be modified or amended except expressly
     in a writing signed by both parties nor shall any terms be waived except
     expressly in a writing signed by the party charged therewith. This
     Agreement shall be governed in accordance with the laws of the State of
     California, without reference to rules of conflicts or choice of laws.

     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of
the date indicated on this Amendment.

Cardiac Pathways Corporation           Dideco S.P.A.


By: /s/ William N. Starling            By: /s/ Wayne C. Krachun
    -------------------------------        -------------------------------
Name: WILLIAM N. STARLING              Name: WAYNE C. KRACHUN
     ------------------------------          -----------------------------
Title: CEO                             Title: Attorney-in-Fact
      -----------------------------           ----------------------------

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                                    EXHIBIT A
                          COOLED RF GENERATOR PURCHASES

<TABLE>
<CAPTION>
                                                 Depreciation
                                                   Based on       Net Book
Serial No.        Price            Date          4 Year Life        Value
----------      ----------       ---------       ------------     ---------
<S>             <C>              <C>             <C>              <C>
102242          $15,000.00       12/27/95        $ 8,750.00       $ 6,250.00
102252          $15,000.00       12/27/95        $ 8,750.00       $ 6,250.00
112132          $30,000.00        9/29/95        $19,375.00       $10,625.00
Upgrades        $30,000.00       12/31/96        $10,000.00       $20,000.00

                $90,000.00                       $46,875.00       $43,125.00
                                                                  ----------

</TABLE>