Exhibit 10.1


January 4, 1999                           Private and Confidential

Mr. Larry Heaton, II
President, North America
United States Surgical
150 Glover Avenue
Norwalk, Connecticut 06856

Dear Larry:

I appreciate the time we spent last week in trying to bring the
Stereotactic Table inventory situation to a workable solution for
both companies.

Although this arrangement remains subject to the execution of a
mutually acceptable definitive agreement, below are the items we
discussed to provide for the inventory transfer while preserving
a working relationship between our respective sales and marketing
organizations:

1)     Title Transfer  Lorad is prepared to take title of
      approximately **** Stereotactic tables currently in USSC's
      inventory.

2)     Payment Terms  The purchase price will be $******* per
      table for an aggregate of $3,600,000 (the aggregate price to
      be adjusted based on actual inventory).  The $3,600,000 will
      be spread over six quarters starting in March 1999 ($600,000
      per quarter, i.e., **** tables each quarter).  If more than
      **** of the repurchased tables are sold by Lorad in any of
      these six quarters, Lorad will pay to USSC the sum of
      $****** per table multiplied by the number of tables sold in
      excess of ****.  Lorad agrees to pay USSC a royalty of
      $4,500,000 contingent on resale of the tables, payable as
      each table is sold at a rate of $****** per table.  Damaged
      tables purchased by Lorad will be assessed accordingly for
      adjustments requiring parts replacement.

3)     Releases  Lorad will release USSC from the royalty payment
      obligations as set forth in the March 26, 1998 amendment to
      the October 1995 Distributor Agreement effective
      ****************.  Lorad will also release USSC from certain
      current outstanding debt payments owed to Lorad valued at
      $******.  All other USSC debt owed to Lorad will be paid in
      the ordinary course of business.  USSC will acknowledge it
      has no claim against or right to *********** in respect of
      the tables held in USSC inventory.  USSC will release Lorad
      from any debt or other obligations owed to USSC, including
      those set forth in the March 26, 1998 amendment to the
      October 1995 Distributorship Agreement.

4)     Trade Shows  Lorad will work with USSC providing set up,
      installation and shipment of Stereotactic tables for a
      number of trade shows to be agreed upon, at the expense of
      ******.

5)     Support - Lorad will provide systems and product support to
      participate at USSC training services and symposiums at USSC
      Breast Care workshops, at the expense of ******.

6)     VHA Systems - USSC will keep monies from sales of tables to
      the VHA.  USSC will be entitled to buy complete Stereotactic
      tables from Lorad at a price of $********/table, for sale to
      the VHA, for a period of **** months.  Tables sold by Lorad
      to USSC for this purpose will be supplied from the tables
      repurchased from USSC inventory.

7)     Installed Base - Lorad will work with USSC to develop
      programs for MIBB upgrades to its installed base, at the
      expense of ******.

8)     Business Relationship - Lorad and USSC will work together
      to develop a plan to educate their respective sales forces
      and the Lorad Dealer Distribution network regarding the new
      Lorad/USSC relationship.  This plan will set forth clearly
      defined roles and responsibilities to facilitate sales of
      qualified prospects.  USSC will compensate USSC table
      specialists and full line representatives for table
      prospects that result in sales of tables through Lorad.
      Lorad will not owe any commissions in respect of any such
      sales.

I believe this covers the salient points of our discussion.  I
would suggest we identify a point person from each organization
to coordinate definitive legal documents, which would govern the
purchase of the tables and the other points outlined above.  Once
finalized, these new documents would supercede the October 1995
Distributorship Agreement, as amended to date by the letter
agreement dated March 19, 1996, the amendment to Distributorship
Agreement dated March 26, 1998, and the Amended Agreement dated
July 2, 1998 and the letter agreement dated April 25, 1996 and
August 20, 1988.

In the meantime, I believe it would be in our respective best
interests to proceed as quickly as possible to take steps in
preparation of this proposed shift in sales roles before any
further relationships are damaged.

Thanks again for your assistance in bringing this situation to a
workable solution.

This letter supercedes our earlier letter to you dated December
31, 1998.

Sincerely,

Lorad division, Trex Medical Corporation

/s/  John M. Brenna

John M. Brenna, President

AGREED:
US SURGICAL CORPORATION, division of TYCO Ltd.

By:     /s/ Larry Heaton, President, NA         
Name:
Title:
      Date:     1/6/99