EXHIBIT 10.1










                       SALES AGENCY AND SERVICES AGREEMENT

                                 BY AND BETWEEN

                      SIEMENS MEDICAL SOLUTIONS USA, INC.,

                          CTI MOLECULAR IMAGING, INC.,

                                       AND

                              CTI PET SYSTEMS, INC.

                                   May 1, 2004







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                                TABLE OF CONTENTS

ARTICLE 1  APPOINTMENT ...................................................2
   1.1     Appointment ...................................................2
   1.2     Authority .....................................................2
   1.3     CPS Products ..................................................2
   1.4     Sales Force ...................................................2
ARTICLE 2  GENERAL OBLIGATIONS OF CTI, SIEMENS AND CPS ...................3
   2.1     Marketing .....................................................3
   2.2     Documentation and Reports .....................................3
   2.3     License to Product Technology .................................4
   2.4     Obligations of Siemens ........................................4
   2.5     Obligations of CPS ............................................5
   2.6     Product Financing .............................................6
   2.7     Initial Transfer Price Reductions .............................6
   2.8     Additional Transfer Price Reductions ..........................6
   2.9     Scope .........................................................7
   2.10    Periodic Transfer Price Review ................................7
ARTICLE 3  ORDERS FOR CPS PRODUCTS .......................................7
   3.1     Purchase Orders ...............................................7
   3.2     Submission of Purchase Orders to Siemens ......................7
   3.3     Acceptance of Purchase Orders .................................7
   3.4     Sales Revenue .................................................8
   3.5     Installation and Training .....................................8
   3.6     Backlog .......................................................8
   3.7     Sales Funnel ..................................................8
ARTICLE 4  EXPENSES ......................................................8
   4.1     Expenses ......................................................8
   4.2     Evaluation of CRPs ............................................9
   4.3     Inspection ...................................................10
ARTICLE 5  TRADEMARKS ...................................................10
   5.1     Siemens Brand ................................................10
   5.2     CTI Products .................................................11
   5.3     CPS ..........................................................11
ARTICLE 6  TAXES, IMPORT, EXPORT ........................................11
   6.1     Sales and Related Taxes ......................................11
   6.2     Employment Taxes .............................................11
ARTICLE 7  SERVICE AND WARRANTY .........................................12
   7.1     Service Contracts ............................................12
   7.2     Service Contract Transfers ...................................13
   7.3     Service Contract Disputes ....................................13
   7.4     First Year Warranty ..........................................13
   7.5     Existing Service Contracts; Installed Base ...................13
ARTICLE 8  INTERNATIONAL EXPANSION ......................................14
   8.1     Assignment of Service Contracts ..............................14

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    8.2    Limitation ...................................................14
    8.3    Restrictive Covenant .........................................15
    8.4    Termination of Restrictions ..................................15
ARTICLE 9  SALE OF CTI PRODUCTS .........................................15
    9.1    Siemens as Representative ....................................15
    9.2    Exclusivity ..................................................15
    9.3    Procedures ...................................................16
    9.4    Packaging of CTI Products with Siemens Products ..............16
    9.5    Commission ...................................................16
    9.6    Mirada License ...............................................16
    9.7    Further Cooperation ..........................................16
ARTICLE 10 TERMINATION ..................................................16
   10.1    Term .........................................................16
   10.2    Termination for Cause ........................................17
   10.3    Termination Upon a Force Majeure Event .......................17
   10.4    Termination by Mutual Agreement ..............................18
   10.5    Termination Upon Exercise of Option ..........................18
   10.6    Obligations Upon Termination .................................18
   10.7    Distribution of CPS Products .................................18
ARTICLE 11 LIMITS ON DAMAGES AND INSURANCE ..............................18
   11.1    Limitation of Damages ........................................18
   11.2    Insurance ....................................................19
ARTICLE 12 DISPUTE RESOLUTION ...........................................19
   12.1    Arbitration ..................................................19
   12.2    Release of Siemens by CTI ....................................19
   12.3    Release of CTI by Siemens ....................................19
   12.3    Release of by CPS ............................................20
   12.5    Denial of Admissions .........................................20
   12.6    Sale of Workstations .........................................20
ARTICLE 13 ADDITIONAL COVENANTS .........................................20
   13.1    Further Assurances ...........................................20
   13.2    Assignment of Contracts ......................................20
ARTICLE 14 MISCELLANEOUS ................................................21
   14.1    Relationship .................................................21
   14.2    Force Majeure Provision ......................................21
   14.3    Assignment ...................................................22
   14.4    Notices ......................................................22
   14.5    Entire Agreement .............................................23
   14.6    Amendment ....................................................23
   14.7    Publicity ....................................................23
   14.8    Severability .................................................23
   14.9    Counterparts .................................................24
   14.10   Waiver .......................................................24
   14.11   Authorization and Execution ..................................24
   14.12   Confidentiality ..............................................24

                                     - ii -
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   14.13   Survival .....................................................25
   14.14   Governing Law ................................................25



                                     - iii -
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                       SALES AGENCY AND SERVICES AGREEMENT

         THIS AGREEMENT  (this  "AGREEMENT") is entered into and effective as of
the 1st day of May, 2004 (the  "EFFECTIVE  DATE") by and between SIEMENS MEDICAL
SOLUTIONS USA, INC., a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter  "SIEMENS"),  CTI MOLECULAR IMAGING,  INC., a
corporation  duly organized and existing under the laws of the State of Delaware
(hereinafter  "CTI"),  and CTI PET SYSTEMS,  INC., a  corporation  organized and
existing under the laws of the State of Tennessee (hereinafter "CPS").

                                    PREAMBLE

         WHEREAS, CTI Group, Inc., CPS, Dr. Terry D. Douglass,  Dr. Ronald Nutt,
Michael  C.  Crabtree  and J.  Kelly  Milam  and  Siemens  entered  into a stock
purchase,  reorganization  and  joint  venture  agreement  (the  "JOINT  VENTURE
AGREEMENT") dated as of December 9, 1987;

         WHEREAS,  Siemens entered into an Amended  Distribution  Agreement with
CPS  effective  March  1,  2002  pursuant  to  which  Siemens  has the  right to
distribute  certain  of the  products  manufactured  by CPS  (the  "DISTRIBUTION
AGREEMENT");

         WHEREAS,  CTI entered into a Distribution  Agreement with CPS effective
March 1, 2002 pursuant to which CTI has the right to  distribute  certain of the
products manufactured by CPS (the "CTI DISTRIBUTION AGREEMENT" and together with
the Distribution Agreement, the "DISTRIBUTION AGREEMENTS");

         WHEREAS,  CPS is engaged  in the  development,  manufacture,  assembly,
selling and licensing of hardware,  software,  systems and equipment,  and parts
and  components  thereof,  used  in the  positron  emission  tomography  ("PET")
business for human imaging;

         WHEREAS,   CTI  possesses   the   necessary   expertise  and  marketing
organization to promote sales of, and to solicit and obtain purchase orders for,
such  products and to provide  other  related  services to Siemens in connection
therewith;

         WHEREAS,  Siemens  is willing  to  appoint  CTI,  and CTI is willing to
accept its appointment, as the non-exclusive sales representative of Siemens for
the sale of those  products  manufactured  by CPS in the United  States upon the
terms and conditions set out in this Agreement; and

         WHEREAS,  the service and maintenance  contracts with customers for CPS
Products sold under this Agreement shall be assigned  between CTI and Siemens in
accordance with the principles set out in this Agreement;

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

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                                    ARTICLE 1
                                   APPOINTMENT

         1.1  Appointment.  During the term of this Agreement and upon the terms
and conditions set forth herein, Siemens appoints CTI as its non-exclusive sales
representative to solicit purchase orders ("PURCHASE ORDERS") to be entered into
by Siemens  with  customers  for the sale of CPS Products (as defined in Section
1.3)  throughout  the United  States (the  "TERRITORY"),  and CTI  accepts  such
appointment  and agrees to conduct such  activities in accordance with the terms
and provisions of this Agreement.

         1.2 Authority.

             (a) CTI's authority  hereunder shall be to solicit  Purchase Orders
within the Territory;  provided,  that all such Purchase Orders shall be subject
to acceptance by Siemens as provided in Section 3.3 hereof.

             (b) Except as set forth in Section 3.1 and Section 7.1 hereof,  CTI
and its employees, agents or contractors shall have no authority, and each shall
not  represent  that it has the  authority  to make,  execute  or enter into any
agreement or to incur any indebtedness on behalf of Siemens.

             (c) Except as set forth  herein,  CTI and its  employees,  agentsor
contractors  shall  make  no  payment,   rebate,   offer  of  rebate,  or  other
remuneration, directly or indirectly, to any customer or third party, including,
without limitation, any buyers, brokers, or employees or agents thereof from any
compensation or other  consideration  paid to or provided to CTI by or on behalf
of Siemens.

             1.3 CPS Products. Subject to the terms of this Agreement, CTI shall
have the right to sell throughout the Territory the products  manufactured by or
offered for sale by CPS from time to time (the "CPS  PRODUCTS"),  including  but
not limited to any software embedded therein or otherwise  described  therewith,
and spare and  replacement  parts and  accessories  for those CPS Products.  The
parties  agree that at all times CTI shall have the right to sell,  on behalf of
Siemens,  all products  that Siemens is permitted to distribute on behalf of CPS
pursuant to the terms of the Distribution  Agreement.  Subject to Section 5.1 of
this Agreement, all CPS Products shall be marketed under the Siemens brand.

             1.4  Sales  Force.  As soon as  reasonably  practicable  after  the
Effective  Date,  Siemens  and CTI  jointly  shall  appoint  a Sales  Management
Committee  (the  "SALES  MANAGEMENT  COMMITTEE")  which shall be composed of six
members,  with three  representatives each from Siemens and CTI. The presence of
two Siemens  representatives  and two CTI  representatives  shall  constitute  a
quorum  for  meetings  of the  Sales  Management  Committee.  Through  the Sales
Management Committee,  the parties shall determine the appropriate  composition,
reporting  structure and the  assignment of regions into which their  respective
sales forces shall be combined.


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                                    ARTICLE 2

                   GENERAL OBLIGATIONS OF CTI, SIEMENS AND CPS

         2.1  CTI  Sales  Activities.  At all  times  during  the  term  of this
Agreement CTI, as Siemens's non-exclusive sales representative, shall:

             (a) diligently promote sales of the CPS Products in the Territory;

             (b) maintain in the  Territory an  adequately  trained  sales force
knowledgeable  of the CPS  Products as is  reasonably  necessary  to perform its
obligations  hereunder,  and manage its sales force  personnel as "product sales
engineers"  (as that term is  understood  by Siemens on the  Effective  Date) in
support of Siemens's account executives;

             (c)   participate,   as  is  appropriate  and  in  compliance  with
applicable legal  requirements,  in appropriate sales,  promotion,  marketing or
merchandising  programs in the Territory  prepared or undertaken by or on behalf
of Siemens;

             (d)  participate  in, and consult with  Siemens and its  designated
agents,  regarding  trade  shows and  exhibitions  in the  Territory  where such
participation will promote the CPS Products;

             (e) as applicable,  refer  prospective  customers to the designated
Siemens  representative  to obtain  financing  for the purchase of CPS Products,
subject to the provisions of Section 2.6 below.

         2.2  Documentation  and  Reports.  CTI  shall  prepare  or  cause to be
prepared,  keep,  maintain and provide Siemens with the following  documentation
and reports in a form and format reasonably acceptable to Siemens:

             (a) periodic (though no less often than quarterly) reports of sales
activities of CTI within the Territory  identifying,  among other things, actual
purchasers  of the CPS Products  and active  prospective  purchasers,  actual or
pending  orders,  contact and other relevant lead  information for each customer
and active prospect,  and any other  information or data as mutually agreed upon
from time to time by Siemens and CTI;

             (b) non-confidential business records customarily maintained by CTI
with respect to CTI's solicitation of Purchase Orders;

             (c) information, in such reasonable detail as requested by Siemens,
regarding market conditions and product performance;

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             (d) a  forecast  for the number and type of units that will be sold
the following fiscal year, by no later than May 15 of each year; and

             (e) such other matters as reasonably requested by Siemens.

         2.3 License to Product Technology.  Subject to the terms and conditions
of this Agreement, CPS grants to CTI a non-exclusive license in the Territory to
use the Product Technology (as defined below) to the extent reasonably necessary
for CTI to promote and solicit  Purchase  Orders for the Products and to service
and support the Products in order to allow CTI to fulfill its obligations  under
this Agreement.  This license is  royalty-free  and  non-transferable  except as
permitted by Section 14.3. "PRODUCT TECHNOLOGY" shall mean all computer software
code (in object code format and  including all  associated  tool sets) and other
technology  and  know-how  comprised  within the Products as well as any service
manuals  and  user  documentation  that  is  generally  provided  by  CPS to its
customers and similarly situated distributors.  All rights in and to the Product
Technology not expressly granted in this license shall be retained by CPS.

         2.4  Obligations  of  Siemens.  At all  times  during  the term of this
Agreement, Siemens shall support marketing of the CPS Products by:

             (a) Providing product managers to support the combined  CTI-Siemens
sales force (created  pursuant to Section 1.4 of this  Agreement) with regard to
technical matters within their expertise;

             (b) Providing  product  demonstrators  to demonstrate CPS Products,
including both software and hardware aspects of them;

             (c) Developing sales tools and sales aids,  including,  among other
things, case studies, cost analyses, and competitive analyses;

             (d) Promoting  the unique  capabilities  of CPS Products  using LSO
HI-REZ technologies and other pertinent technologies that may be developed (and,
if  necessary,  approved by the FDA) for use in CPS Products  during the term of
this Agreement;

             (e)  Promoting  the  use  of  CPS  Products  in  relevant   medical
disciplines including, but not necessarily limited to, oncology, cardiology, and
neurology  (the  "KEY  DISCIPLINES"),   and  further  development  of  each  Key
Discipline  as a market for CPS Products and other CTI and Siemens  products and
services;

             (f) Placing advertisements in applicable journals and publications,
emphasizing those journals and publications pertaining to the Key Disciplines;

             (g)  Attending  and   participating  in  appropriate   trade  shows
pertaining to the PET industry or any of the Key Disciplines;

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             (h) Ensuring equal  representation of CTI and Siemens personnel and
shared  presentation space at all trade shows attended,  unless otherwise agreed
by the parties;

             (i) Together with CPS,  developing medical advisory boards for each
of the three Key Disciplines;

             (j)  Together  with CPS,  developing  luminary  and  reference-site
accounts for PET and PET/CT;

             (k) Participating in research  projects with luminaries,  including
commitments to make research  contributions  to luminaries  from time to time in
connection with such research projects, subject to applicable legal requirements
and Siemens internal policies governing the funding of research grants; and

             (l)  Supporting  and  promoting  to Siemens  customers  and Siemens
corporate accounts, in accordance with Article 9 of this Agreement, the products
and  services  manufactured,   distributed,  and/or  provided  by  CTI  and  its
subsidiaries (including P.E.T.Net Pharmaceuticals, Inc., a Tennessee corporation
("PETNET")),  including  radiopharmaceuticals (as defined in Section 9.1 below),
cyclotrons, sources, and REVEAL(TM) Marketing and Network Solutions worldwide.

         2.5 Obligations of CPS.  During the term of this  Agreement,  CPS shall
use  commercially  reasonable  efforts to support  Siemens  marketing of the CPS
Products by:

             (a) Providing product managers to support Siemens' product managers
or, in lieu of providing product managers, providing adequate access for Siemens
product managers to CPS' engineering and

research personnel;

             (b) Providing  product  demonstrators  to demonstrate CPS Products,
including  both  software  and  hardware  aspects of them,  to  Siemens  product
managers and training personnel;

             (c) Providing sufficient technical information, operational details
and technical analyses for Siemens to develop competitive arguments, sales tools
and promotional materials for sales of CPS Products;

             (d)  Continuing  to develop  competitive  products  or  features to
further advance the technology or address  competitive  pressures created by the
technology or features developed by competitors;


                                      -5-
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             (e) Maintaining  adequate  product planning  processes,  soliciting
comments  or feedback  on  development  needs from  Siemens  and, if  determined
appropriate  by  CPS  after   consultation   with  Siemens,   responding  to  or
implementing such comments or feedback;

             (f)  Maintaining  good quality  standards  and order  completeness,
including review of quality records with Siemens periodically;

             (g) Providing  adequate  training,  tools and methods to facilitate
deployment and installation of and applications training for the CPS Products by
Siemens personnel;

             (h)  Providing  support for  research  projects  with  luminary and
reference site accounts  designated by CPS,  including  financial  support in an
amount  and to the  extent  deemed  necessary  or  appropriate  to  further  the
interests of CPS; and

             (i)  Evaluating  requests from Siemens from time to time to provide
support to facilitate development of e.soft(TM) applications and integration and
connectivity  of scanner  data with  other  e.soft(TM)  and  e.soft@LEONARDO(TM)
workstations or other Siemens products or applications;  provided, that any such
support will be provided by CPS to Siemens only upon their mutual agreement (and
in each  party's  respective  exercise  of its sole  discretion)  and subject to
availability  of resources  and other  matters  relating to the  feasibility  of
providing such support.

         2.6 Product Financing. Siemens shall have the right of first refusal to
provide  financing  arrangements  to  purchasers  of the CPS  Products  from CTI
pursuant  to this  Agreement;  provided,  that the  financing  terms and product
offering shall be no less favorable to the CTI sales team than Siemens  provides
to its own sales team. If Siemens is unwilling or unable to provide financing on
a timely basis for a prospective purchaser,  CTI will be permitted to refer such
customer to alternative financing sources.

         2.7 Initial Transfer Price Reductions.  For all orders for CPS Products
received  by CPS  after the  Effective  Date,  the  parties  agree  that (i) the
component  prices for which CTI  supplies  LSO and Siemens  supplies  CTs to CPS
shall be reduced by the amounts set forth on Schedule 2.7 attached  hereto,  and
(ii)  such  component  price  reductions  shall be passed  to  Siemens  in their
entirety  by  reducing  the  Transfer  Prices  (as that term is  defined  in the
Distribution  Agreement)  by the  sum of such  amounts,  as also  set  forth  on
Schedule  2.7. The parties  agree that Exhibit D to the  Distribution  Agreement
shall be  substituted  with a  revised  Exhibit D in  substantially  the form of
Schedule 2.7.1 reflecting the initial transfer price reductions.

         2.8  Additional  Transfer  Price  Reductions.   Following  the  initial
transfer  price  reductions  contemplated  in Section  2.7 above,  CPS agrees to
further reduce the transfer  prices for the  Siemens/CPS  PET/CT products in its
product  line in the  amount  of $* per  system as  reflected  on  Schedule  2.8
attached hereto (the  "ADDITIONAL  TRANSFER PRICE  REDUCTIONS"),  subject to the
receipt by CPS of an additional transfer price reduction of $* per unit from the
Siemens CT division  (i.e.  $* from CPS and $* from Siemens CT). The  Additional
Transfer  Price  Reductions  will become  effective with the order of the * unit
from  Siemens to CPS after  October 1, 2003 which  shall  include  CPS  Products
ordered  from CPS to fill  Purchase  Orders  generated  by CTI after May 1, 2004
pursuant to this Agreement.

*    Omitted information is the subject of a request for confidential  treatment
     pursuant to Rule 24b-2 under the  Securities  Exchange  Act of 1934 and has
     been filed separately with the Securities and Exchange Commission.

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         2.9 Scope.  The initial  transfer  price  reductions and the Additional
Transfer Price Reductions contemplated in Sections 2.7 and 2.8 above shall apply
to Siemens global sales of CPS Products.

         2.10 Periodic  Transfer Price Review.  Upon Siemens's  written  request
given not more  frequently  than *, CPS and Siemens shall review CPS's  Transfer
Prices (as that term is defined in the Distribution  Agreement).  Following such
review,  Siemens  shall  have the right to  provide  its  recommendations  as to
appropriate  adjustments to such Transfer Prices. All  determinations  regarding
the setting or the changing of Transfer  Prices shall be made by CPS as provided
in the Joint  Venture  Agreement,  and no  provision  of this Section 2.10 shall
restrict CPS's discretion in making such determinations.

                                    ARTICLE 3
                             ORDERS FOR CPS PRODUCTS

         3.1 Purchase  Orders.  CTI shall solicit  Purchase Orders solely on the
basis of the terms and conditions of sale (the "TERMS OF SALE") by utilizing the
established standard sales processes of Siemens. In order to determine the price
to  customers,  CTI's sales agents shall use the list prices as published in the
Siebel  quote  system  utilizing  the same prizing  authorities  and  escalation
processes as the Siemens personnel. Siemens shall implement its pricing policies
fairly between the Siemens and CTI sales  organization  so that neither party is
disadvantaged in pursuing  opportunities in the marketplace.  Where appropriate,
CTI shall inform each  prospective  customer  that  consummation  of the sale is
subject to Siemens' acceptance of the Purchase Order.

         3.2 Submission of Purchase  Orders to Siemens.  Within one (1) business
days after CTI has obtained a signed Purchase Order from a prospective customer,
CTI shall  submit the  Purchase  Order to Siemens for review and  approval.  CTI
shall include any additional  information  regarding the prospective customer or
the order that Siemens reasonably may request.

         3.3 Acceptance of Purchase Orders. All Purchase Orders submitted by CTI
are subject to acceptance in writing by Siemens in accordance with its corporate
policy.  Siemens shall determine  whether or not it will accept a Purchase Order
within two (2) business days of receiving the Purchase  Order and any additional
information from CTI.  Siemens  promptly  thereafter shall deliver notice of its
decision in writing to CTI.  Siemens  shall be  obligated to accept all Purchase
Orders  submitted by CTI that have been  approved  through the Siemens  standard
order acceptance process, which applies for all business conducted by Siemens in
the Territory. If the Purchase Order requires financing, then the Purchase Order
will be conditionally accepted based on financing approval.


*    Omitted information is the subject of a request for confidential  treatment
     pursuant to Rule 24b-2 under the  Securities  Exchange  Act of 1934 and has
     been filed separately with the Securities and Exchange Commission.

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         3.4 Sales Revenue.  Sales revenue under this Agreement  shall accrue to
Siemens in full, in accordance with generally accepted accounting principles.

         3.5  Installation  and  Training.  Siemens  shall  be  responsible  for
installation   and  initial   applications   training  through  formal  customer
acceptance of the sold CPS Products.  CTI agrees to provide installation support
and initial applications training during the first six (6) months of the term of
this  Agreement,  at a price to be mutually  agreed by CTI and Siemens.  Pricing
shall be comparable to current pricing  presently offered by CTI and/or Siemens.
Wherever possible during the first six (6) months of the term of this Agreement,
the party awarded the Service Contract for a CPS Product under the provisions of
Article 7 will perform  installation  and  training;  and, if such party is CTI,
then  Siemens  will  pay to CTI $* per  CPS  Product,  equal  to the  first-year
warranty  labor  credit   extended  to  Siemens  under  the  provisions  of  the
Distribution Agreement.

         3.6 Backlog.  The  completion of firm  Purchase  Orders which have been
executed by the customer  prior to the Effective Date but for which delivery has
not yet taken place (the  "BACKLOG  ORDERS")  shall be carried out by Siemens or
CTI, whichever originally entered into the Purchase Order.

         3.7 Sales Funnel. On or before June 1, 2004, representatives of CTI and
Siemens  shall  review  all  unexpired  quotes  that are in the  course of being
negotiated by CTI that were  outstanding  as of the Effective  Date (the "FUNNEL
ORDERS").  CTI shall enter into all Funnel  Orders,  from time to time after the
Effective Date, in the ordinary  course of business.  Based on its review of the
Funnel  Orders with CTI,  Siemens shall select such of the Funnel Orders as meet
Siemens' standards for acceptance, whereupon CTI and Siemens shall work together
to effect a transition of the relationship  from CTI to Siemens in a manner that
meets the  individual  needs of the  customer.  CTI shall  carry out all  Funnel
Orders (a) not  selected by Siemens in  accordance  with the  foregoing,  or (b)
selected by Siemens,  but as to which a transition  approach  acceptable  to the
customer is not achieved.

                                    ARTICLE 4
                                    EXPENSES

         4.1 Expenses.

             (a) Not later than one hundred fifty (150) days prior to the end of
each CTI fiscal year, CTI shall prepare and present to Siemens a proposed annual
operating and capital budget (the "BUDGET") for the expenses to be reimbursed by
Siemens pursuant to Section 4.1(b) hereof  ("REIMBURSABLE  EXPENSES") during the
following  CTI fiscal  year.  Siemens  shall have  thirty  (30) days in which to
review the Budget and communicate any material  objections or requested  changes
to the Budget in writing to CTI in reasonable detail. CTI and Siemens shall work
together to promptly respond to any objections and requested  changes  submitted
by Siemens.  Siemens and CTI shall mutually agree upon a Budget by no later than
June 20 of each year; provided,  that if Siemens and CTI are unable to approve a
Budget by the beginning of CTI's fiscal year, then until an agreement is reached
the  Budget  for the prior  year shall be deemed to be adopted as the Budget for
the current year, with each line item, as applicable, in the Budget increased by
the  percentage  increase  in the  Consumer  Price  Index - All Urban  Consumers
(CPI-U) U.S. City Average All Items 1982-84=100 from August of the prior year to
August of the current year.


*    Omitted information is the subject of a request for confidential  treatment
     pursuant to Rule 24b-2 under the  Securities  Exchange  Act of 1934 and has
     been filed separately with the Securities and Exchange Commission.

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             (b) Siemens shall reimburse CTI for all direct expenses incurred by
CTI with  respect  to the  Account  Managers  employed  by CTI who assist in the
sales,  marketing  and  account  management  for the CPS  Products  and  related
administrative  support  personnel (the "ACCOUNT  MANAGERS"),  including without
limitation (i) payroll,  wages, salaries and benefits;  and (ii) travel, lodging
and related expenses; except employment taxes, which will be paid as provided in
Section 6.2.

             (c) On the tenth (10th) day  following the end of each month during
the term of this Agreement,  CTI shall submit to Siemens an invoice  identifying
the amount of  Reimbursable  Expenses  incurred in the  previous  month.  Within
thirty (30) business days following the date of such invoice,  Siemens shall pay
to CTI in cash via wire transfer to an account  designated by CTI the amount set
forth on such invoice.

             (d) The expenses to be incurred by Siemens pursuant to this Section
4.1 shall not exceed $* for the period from the Effective  Date to September 30,
2004.

             (e) Contemporaneously with the execution of this Agreement, CTI has
provided to Siemens, and Siemens has approved, a budget for the fiscal year from
October 1, 2004 to September  30, 2005  reflecting  annual  expenses of not more
than $*.

         4.2 Evaluation of CRPs.

             (a) The Parties agree that the average customer realized prices for
the CPS Product configuration set forth on Schedule 4.2 hereof (the "CRPS") will
be reviewed no later than October 31, 2004 for the five months ending  September
30, 2004 (the "REVIEW  PERIOD") in order to determine  whether,  over the Review
Period,  the CRPs on sales of CPS  Products  in the  United  States  exceed  the
following target CRPs for substantially similar product configurations:

                              2-slice PET/CT . . $*
                              6-slice PET/CT . . $*
                             16-slice PET/CT . . $*

The  Parties  agree that the  analysis  of sales  during the Review  Period will
include only those  transactions that were entered into after the transfer price
reductions  became  effective,  regardless  of shipment  date.  In the event the
average CRPs exceed the target CRPs set forth above for CPS  Products  installed
in the United States, Siemens and CTI shall each receive 50% of such excess with
such  payment,  if any, to be made within  thirty (30) days of the  turnover and
acceptance by customer.  A similar  review will be conducted each fiscal quarter
during the term of this Agreement  commencing October 1, 2004. The parties agree
that the target CRPs will be reduced  dollar-for-dollar  with any transfer price
reductions implemented after the initial transfer price reduction referred to in
Sections 2.7 and 2.8 hereof.


*    Omitted information is the subject of a request for confidential  treatment
     pursuant to Rule 24b-2 under the  Securities  Exchange  Act of 1934 and has
     been filed separately with the Securities and Exchange Commission.

                                      -9-
<PAGE>

             (b)  Transfer   Price  Relief  to   Luminaries.   Siemens  and  CPS
acknowledge   that   certain   sales  to  key  accounts  and  other  key  market
opportunities  ("luminaries")  may  from  time to  time  necessitate  a  further
reduction in CRPs for  commercial  reasons.  The parties agree that CPS shall be
free to reduce its transfer  prices  within the limited scope of making sales to
such  luminaries,  such decision to be based upon reasonable  business  factors.
Accordingly, the parties agree that CRPs arising from such transactions shall be
excluded from the calculation contemplated in Section 4.2(a) above. The CRPs for
all sales of PET and  PET/CT  products  in  multi-modality  deals  where the CPS
volume is less than *% of the total order volume also will be excluded  from the
calculation  contemplated  in Section 4.2(a) above.  The Parties shall designate
one  representative  from each of their  finance  organizations  to evaluate and
agree  on  those  transactions  that  should  be  excluded  from  the  foregoing
calculation.  In the  event  the  finance  teams  fail to  agree,  the  disputed
transactions  shall be escalated to the  President of each Party for a decision,
prior to  submission  to  arbitration  in  accordance  with Section 12.1 of this
Agreement.  In order to facilitate  proactive  decision making,  once per fiscal
quarter the  combined  Siemens and CTI sales  forces will  develop a list of the
luminary accounts to be targeted, as a 12-month rolling forecast.

         4.3 Inspection.  CTI shall have the right, exercisable twice per fiscal
year upon five (5)  business  days  notice to  Siemens,  to inspect at  Siemens'
headquarters for a period of no longer than three (3) business days the customer
account information,  financial records, service contracts,  books, reports, and
other  documents  prepared,  maintained  or retained by Siemens that support the
calculation  of CRPs  contemplated  in Section  4.2  hereof  and the  additional
payments,  if any, to be made, as well as the  allocation  of service  contracts
contemplated  in Section 7.1 below.  If Siemens  reasonably  determines that the
dates  initially  chosen by CTI to perform  the  inspection  would  unreasonably
interfere with Siemens's  business,  then Siemens and CTI shall select new dates
for the  inspection  by  mutual  agreement.  CTI  agrees  that it shall  hold in
confidence and treat as confidential all confidential  information received from
Siemens  pursuant  to this  Section  4.3 and shall  only use and  disclose  such
information on a need-to-know  basis in connection  with the business  relations
between  CTI and  Siemens,  for  financial  and  planning  purposes,  to resolve
disputes  between the parties  regarding the allocation of Service  Contracts or
the amount owed to CTI pursuant to Section 4.2 of this Agreement.

                                    ARTICLE 5
                                   TRADEMARKS

         5.1 Siemens  Brand.  The CPS Products sold by CTI pursuant to the terms
of this Agreement shall be marketed and sold under Siemens  trademarks,  service
marks,  logos, trade names,  labels and/or other materials;  provided,  however,


*    Omitted information is the subject of a request for confidential  treatment
     pursuant to Rule 24b-2 under the  Securities  Exchange  Act of 1934 and has
     been filed separately with the Securities and Exchange Commission.

                                      -10-
<PAGE>

that those CPS Products sold by CTI in fulfillment of Backlog Orders pursuant to
Section 3.6 of this  Agreement or in  fulfillment  of Funnel  Orders not entered
into and completed by Siemens pursuant to Section 3.7 of this Agreement shall be
sold under CTI  trademarks,  service marks,  logos,  trade names,  labels and/or
other materials. Nothing herein contained shall give or be deemed to give CTI or
its  employees,  agents or  contractors  any  right,  title or  interest  in any
trademark,  service mark, copyright or other intellectual property right held or
used by Siemens.  CTI shall not knowingly take any action,  or knowingly fail to
take any action where such action or failure would, directly or indirectly, have
an adverse  effect  upon the  trademarks,  service  marks,  copyrights  or other
intellectual property rights of Siemens.

         5.2 CTI Products. All CTI Products shall be marketed and sold under CTI
trademarks,  service marks,  logos, trade names,  labels and/or other materials.
Nothing  herein  contained  shall  give  or be  deemed  to give  Siemens  or its
employees,  agents or contractors any right, title or interest in any trademark,
service mark,  copyright or other  intellectual  property  right held or used by
CTI. Siemens shall not knowingly take any action,  or knowingly fail to take any
action  where such  action or failure  would,  directly or  indirectly,  have an
adverse  effect  upon  the  trademarks,   service  marks,  copyrights  or  other
intellectual property rights of CTI.

         5.3 CPS.  The  parties  hereto  agree that  nothing  contained  in this
Agreement  is intended  (i) to limit or restrict  CPS' right to label or use its
trademarks,  service  marks,  logos and trade names in any manner  necessary  to
maximize  the  growth of its  business,  or (ii) to amend or modify  any term or
provision  of  the  Joint  Venture  Agreement  or  the  rights  of  the  parties
thereunder.  With respect to the CPS  Products  shipped with the Siemens logo or
under the  Siemens  brand,  CPS agrees that it will not also place a CPS logo on
the  equipment,  other than the CPS  manufacturer  label on the lower right rear
corner,  without the prior approval of Siemens.  For purposes of this Agreement,
the parties agree that CPS shall not be considered an  "affiliate" of either CTI
or Siemens,  but shall be deemed an independent  business  enterprise subject to
the  oversight  and control of its Board of Directors and the terms of the Joint
Venture Agreement.

                                    ARTICLE 6
                              TAXES, IMPORT, EXPORT

         6.1 Sales and  Related  Taxes.  In the  event any  governmental  entity
imposes any tax on the sale of CPS Products, Siemens shall either pay the amount
of such tax  directly,  or cause the  customers  to pay the amount of such taxes
directly,  to such governmental  entity. CTI shall have no obligation to pay any
taxes on the sale of the CPS  Products  and  Siemens  agrees  to  indemnify  and
reimburse  CTI for any such  taxes  imposed on CTI by any  governmental  entity,
except that  Siemens  shall not be  obligated  to pay sales or related  taxes on
sales of any CPS Products for which  Siemens does not get sales credit under the
terms of this Agreement.

         6.2  Employment  Taxes.  The  parties  acknowledge  and agree  that the
Account  Managers  will be  employed by CTI and will under no  circumstances  be
considered  employees of Siemens.  CTI shall be responsible for all withholding,
payroll and similar taxes related to its employment of the Account Managers, and


                                      -11-
<PAGE>

none of the Account  Managers shall be entitled to any benefits  afforded to the
employees of Siemens.  CTI agrees that:  (i) Siemens will not withhold on behalf
of the Account Managers any sums for income tax, unemployment insurance,  social
security,  or any other  withholding  pursuant to any law or  requirement of any
governmental  body; and (ii) all of such taxes,  payments and  withholdings,  if
any, are the sole  responsibility  of CTI. CTI agrees to indemnify and reimburse
Siemens for any income tax,  unemployment  withholding or other employment taxes
with  respect  to the  Account  Managers  that are  imposed  on  Siemens  by any
governmental entity.

                                    ARTICLE 7
                              SERVICE AND WARRANTY

         7.1 Service Contracts.

             (a) For  purposes of this  Article 7, the term  "SERVICE  CONTRACT"
means a service  contract  covering  a CPS  Product  for which  formal  customer
acceptance is received (i) at the time of sale of the CPS Product, regardless of
whether the CPS Product is sold as a new unit or as a used unit,  or (ii) at any
time after such sale until the date which is eleven  (11)  months  after  formal
customer acceptance of installation of the CPS Product.

             (b) As soon as reasonably practicable after the Effective Date, the
parties shall form a committee (the "SERVICE MANAGEMENT  COMMITTEE") which shall
be composed of six representatives as follows:  three  representatives each from
Siemens  and CTI with two  representatives  from  each  party  from the  service
organization  and one  from the  finance  group.  The  presence  of two  Siemens
representatives  and two CTI  representatives  shall  constitute  a  quorum  for
meetings of the Service Management  Committee.  The Service Management Committee
shall meet on a monthly  basis,  and may meet by telephone  conference.  At each
meeting,  Siemens shall submit to the Service Management Committee a list of all
Service Contracts  received by Siemens since the previous  meeting.  The list of
Service  Contracts  shall  include  a summary  of all  information  the  Service
Management  Committee deems necessary for the selection of such contracts by the
Parties.  The  selection of such  contracts  by CTI and Siemens  shall take into
consideration  certain  parameters,  including,  but not limited to, predominant
geographic   coverage   in  the   customer's   region,   pre-existing   business
relationships,  and  contract  value.  At the  initial  meeting  of the  Service
Management  Committee,  Siemens shall have the right to select the first Service
Contract  it  desires to  maintain,  then CTI shall have the right to select one
Service  Contract,  and thereafter the parties shall alternate  selections until
all Service  Contracts have been divided  between them as closely as possible to
the revenue split contemplated in Section 7.2 below. The selection sequence will
continue to alternate at subsequent Service Management Committee meetings,  such
that the party that did not have the last  selection at the prior  meeting shall
have the right to select first at the next  meeting.  Within thirty (30) days of
the end of each fiscal quarter,  the chief  financial  officer of Siemens or the
chief  financial  officer of its Nuclear  Medicine  Group shall certify that all
Service Contracts required to be submitted to the Service  Management  Committee
under this  Agreement  have been  submitted as required  hereunder  and that the
summaries of such service  contracts as provided by Siemens are true and correct
in all material respects.

                                      -12-
<PAGE>

         7.2 Service Contract  Transfers.  As a result of the selections made by
the  representatives  of the  Service  Management  Committee  under  Section 7.1
hereof,  Siemens and CTI shall each enter into or otherwise  effect the transfer
or  assignment  of such initial  Service  Contracts to ensure that the aggregate
revenues  to be derived  respectively  by Siemens  and CTI  thereunder  shall be
substantially  equal.  Siemens shall ensure that the agreements  executed by the
customer  authorize the transfer or assignment of such Service  Contracts to CTI
as contemplated in Section 7.1 above.

         7.3 Service  Contract  Disputes.  In the event the  Service  Management
Committee is unable to resolve any dispute or  controversy,  the matter shall be
promptly submitted to the President of each organization for resolution prior to
submission of the dispute to arbitration in accordance with Section 12.1 of this
Agreement.  The parties  agree to work in good faith to resolve any such dispute
expeditiously in a manner consistent with the spirit of this Article 7.

         7.4 First Year Warranty.  First year warranty service shall be provided
by the party that receives the Service Contract,  with such party also receiving
the first-year parts credit from CPS. If CTI provides first-year warranty labor,
Siemens shall pay CTI the applicable lump-sum labor reimbursement  amount set by
Schedule 7.4 attached hereto. For all CPS Products, whether sold as new units or
used  units,  not covered by a Service  Contract at the time of formal  customer
acceptance of installation, the responsibility for providing first-year warranty
labor on such CPS Products shall be allocated equally between CTI and Siemens by
the Service  Management  Committee at the last  monthly  meeting  before  formal
customer  acceptance of  installation.  Any Service Contract later executed with
respect to any such CPS Product  shall be allocated in  accordance  with Section
7.1 above.

         7.5 Existing Service Contracts; Installed Base.

             (a)  Except  as  provided  in  Article  8 of  this  Agreement,  all
contracts in force on the Effective  Date between  either CTI or Siemens and any
third party for extended  warranty  service on any CPS Product shall be retained
after the Effective Date by the party which originally entered into them.

             (b)  Notwithstanding  the other  provisions  of this Article 7, but
subject to the  provisions  of Article 8,  Siemens  and CTI shall have the right
independently to pursue any and all service  contracts for CPS Products that, if
entered into,  would not meet the definition of "Service  Contract" set forth in
Section 7.1(a) above;  and CTI nor Siemens shall be obligated to submit any such
service contract to the Service Management Committee.

                                      -13-
<PAGE>

                                    ARTICLE 8
                             INTERNATIONAL EXPANSION

         8.1 Assignment of Service Contracts.

             (a) CTI shall assign to Siemens all scanner  service  contracts for
the service of any CPS Products to which CTI or any of its affiliates is a party
in any international  market other than Korea or Japan. A list of the applicable
service  contracts  to be  assigned  is  attached  hereto as  Schedule  8.1.  In
connection  with such  assignment,  Siemens agrees to assume all remaining first
year warranty  labor  obligations  applicable  to such CPS Products,  as well as
installation and first-year  warranty labor obligations as to those CPS Products
covered by Backlog  Orders to be installed at any  international  location after
the Effective Date. CTI agrees to credit Siemens for the unused prorated portion
of the  first-year  parts  warranty for those CPS Products  contemplated  in the
immediately  preceding sentence,  up to the amount set by CPS. The parties agree
that in no event shall such credit exceed the aggregate  unused prorated portion
of the first-year parts warranty applicable to such assigned service contracts.

             (b) In  consideration  for  the  assignment  of  service  contracts
pursuant to this Section 8.1,  Siemens shall pay CTI $2,200,000,  in immediately
available  funds,  to the account  designated  by CTI. CTI reserves the right to
direct that some or all of these funds be paid  directly to CTI's  wholly  owned
European subsidiaries.

             (c) CTI shall be  responsible  for all  severance  and other  costs
associated with the cessation of its  international  sales and service  business
with respect to the sale and service of the CPS Products. Siemens shall have the
right to interview,  solicit and hire those CTI employees  currently  engaged in
CTI's international sales and service operations for the CPS Products.

         8.2 Limitation. In consideration of the assignment set forth in Section
8.1 above, CTI hereby agrees that,  during the term of this Agreement,  it shall
not enter or re-enter the United States market or any international  market with
respect to the sale or service of CPS Products,  either  directly or indirectly,
alone or in  cooperation  with any third party other than CPS,  except as may be
otherwise agreed in writing by the parties hereto or as follows:

             (a) In Korea,  CTI shall  continue  its focus on sales based on the
fee/scan business model and the service of such equipment.

             (b) From and after the Effective Date, the parties  acknowledge and
agree that CTI shall  retain the  existing  Distribution  Agreement  for CTI PET
Products dated January 22, 2003 (the "CMI AGREEMENT")  between CTI and Kabushiki
Kaisha  CMI  ("CMI")  in Japan,  which has an  initial  term of three (3) years;
provided, that (i) upon the termination or expiration of the CMI Agreement,  CTI
shall not  replace  CMI with  another  distributor  in Japan or  extend  the CMI
Agreement  with respect to the sale or service of CPS Products,  and (ii) during
the  term of the CMI  Agreement,  CTI  will not  enter  into any new  agreements
regarding the distribution of CPS Products in Japan.

                                      -14-
<PAGE>

         8.3  Restrictive  Covenant.  In  consideration  of the  payment  of the
consideration provided for in Section 8.1(b) of this Agreement,  during the term
of this  Agreement  neither  CTI nor any entity in which CTI owns 50% or more of
the  voting  securities,  other  than CPS  (collectively,  the  "CTI  RESTRICTED
PARTIES"), shall engage in the business of selling,  servicing,  maintaining, or
repairing   PET  or  PET/CT   scanners  in  the  United  States  market  or  any
international market other than Korea and Japan.

         8.4  Termination  of  Restrictions.  The  limitations  and  restrictive
covenants set forth in Sections 8.2 and 8.3 above shall  terminate and become of
no further  force and  effect  immediately  upon CTI's  receipt of any notice of
non-renewal of this Agreement given by Siemens pursuant to Section 10.1 below in
order to allow CTI to prepare to re-enter the markets at or after the  effective
date of termination.

                                    ARTICLE 9
                              SALE OF CTI PRODUCTS

         9.1 Siemens as Representative. CTI hereby appoints Siemens, and Siemens
hereby accepts appointment,  as CTI's non-exclusive  representative to offer for
sale to Siemens' customers products  manufactured  and/or distributed by CTI and
its subsidiaries (collectively,  the "CTI PRODUCTS"),  including but not limited
to:

             (a)  positron-emitting  molecular  probes  used in PET  procedures,
whether    for    diagnosis    of    disease    or   for    research    purposes
("RADIOPHARMACEUTICALS"), distributed by PETNET;

             (b) cyclotrons;

             (c) REVEAL(TM) Marketing and Network Solutions; aND

             (d) sources;

provided, with respect to Section 9.1(d) above, that regulatory requirements for
CPS sources are met and that offers are made by Siemens in a good faith basis.

         9.2 Exclusivity.

             (a)  Subject  to the  expiration  or  termination  of any  existing
agreements  to which  Siemens  is a party  regarding  the  provision  to Siemens
customers of  cyclotrons  or  radiopharmaceuticals,  Siemens  hereby agrees that
during the term of this  Agreement it shall offer  exclusively  CTI  cyclotrons,
PETNET  radiopharmaceuticals,  and CPS  sources  for sale to  Siemens  customers
interested in purchasing cyclotrons,  radiopharmaceuticals,  or sources. It is a
condition to Siemens'  obligations  under this Section 9.2 that the  cyclotrons,
radiopharmaceuticals, or sources be competitively priced, and that (with respect
to    radiopharmaceuticals),    PETNET   be   able   to   timely   deliver   the
radiopharmaceuticals  to the customer site.  Siemens agrees to review and pursue
the early  termination  of any such  conflicting  agreement or  relationship  if
Siemens can do so without cost to itself and such termination will not adversely
affect Siemens's existing business operations.

                                      -15-
<PAGE>

             (b) Siemens and CTI agree that the  provisions of this Article 9 do
not impose any  restriction  on (i) CTI's right to  distribute  the CTI Products
itself or through  others,  (ii)  Siemens's  rights to  distribute  its products
itself or through  others,  or (iii) CPS's right to distribute  any CPS Products
itself or through others.

         9.3 Procedures.  CTI and Siemens shall cooperate to develop  procedures
for the sale of CTI  Products  pursuant to this  Article 9;  provided,  that all
sales of CTI Products shall be made in accordance  with CTI's standard terms and
conditions of sale and pursuant to orders accepted by CTI.

         9.4  Packaging of CTI  Products  with  Siemens  Products.  CTI Products
offered by  Siemens  under this  Article 9 may be  included  as an option to the
customer as part of a package with the CPS  Products and Siemens' own  products.
In no event shall  Siemens be obligated  to package CTI Products  with any other
Siemens products, nor shall any customer be forced to purchase any such package.
Any such packaged offering shall comply with all Federal, state and local laws.

         9.5 Commission.  The commission that the Siemens sales  representatives
will  receive  for the sale of the CTI  Products  shall be  consistent  with the
commission paid by CTI to its PET tomography sales  representatives for the same
products.

         9.6 Mirada License. As additional  consideration for CTI's execution of
this  Agreement,  Siemens shall execute and enter into that certain  Fusion7D(R)
Software License Agreement dated as of the Effective Date (the "MIRADA LICENSE")
between Siemens and Mirada Solutions  Limited,  a wholly owned subsidiary of CTI
incorporated under the laws of England and Wales.

         9.7 Further  Cooperation.  The parties  will work  together to identify
other  potential  areas in which they may  collaborate  in  furtherance of their
respective  businesses.  Siemens  also  acknowledges  its desire to enter into a
separate  agreement  with  Concorde  Microsystems,  Inc.  ("CONCORDE")  for  the
distribution  of its  microPET(TM)  product line, on terms to be mutually agreed
upon between Siemens and Concorde.

                                   ARTICLE 10
                                   TERMINATION

         10.1 Term.  The initial term of this  Agreement  shall be two (2) years
from the Effective Date and shall  automatically  be extended for additional one
(1) year  periods  unless  either  party  provides  not less than 180 days prior
written  notice of its  election not to renew for such  additional  term or this
Agreement is earlier  terminated  pursuant to Sections 10.2, 10.3, 10.4, or 10.5
hereof.

                                      -16-
<PAGE>

         10.2  Termination for Cause.  At any time during this  Agreement,  this
Agreement may be terminated for cause:

             (a) By any party,  upon  thirty  (30) days'  written  notice to the
other parties, upon the occurrence of any one or more of the following events:

                  (i) a material  breach by any other party of this Agreement if
such other party shall have failed to cure such breach  within ninety (90) days'
of receipt of written notice thereof from the terminating  party describing with
specificity the factual basis constituting the material breach;

                  (ii) an  adjudication  of  bankruptcy  of any party  under any
bankruptcy or insolvency law; or

                  (iii) the  commission  by any party of a receiver for business
or  property,  or the  making  of any  general  assignment  for the  benefit  of
creditors.

             (b) By CTI,  in the event that  total  unit  sales of CPS  Products
represent less than *% of total unit sales of new PET and PET/CT scanners in the
United States for two  consecutive  fiscal  quarters as reported by the National
Electronics  Manufacturers  Association  (in either  dollar  volume or number of
orders),  if such  reduction  is not directly  attributable  to a decline in the
quality of the CPS Products,  non-competitive pricing or transfer pricing issues
not  attributable to the Transfer Prices paid for CTs to Siemens by CPS, adverse
action by the U.S. Food and Drug  Administration  (the "FDA")  related to CPS or
the CPS  Products,  work  stoppage or labor unrest at CPS that results in missed
shipments,  or similar events adversely affecting CPS's business operations in a
manner that erodes total market share.

             (c) By CTI,  if  Siemens  terminates  the  Mirada  License  for any
reason.

             (d) By CTI,  if  Siemens  is in  breach  or  default  of any of its
payment  obligations  set forth in this  Agreement  and such  breach or  default
continues for thirty (30) days or more after receipt of written notice  thereof,
upon written  notice to Siemens,  with such  termination  to be effective on the
date of receipt by Siemens of such termination notice.

         10.3  Termination  Upon a Force Majeure Event. If a Force Majeure Event
(as defined in Section 14.2) continues for a period of six (6) months or longer,
then the entirety of this  Agreement  may be  terminated  by any party whose own
performance  is not  delayed  or  prevented  by the  Force  Majeure  Event  (the
"UNAFFECTED  PARTY")  immediately  thereafter  by providing  notice to the other
parties.


*    Omitted information is the subject of a request for confidential  treatment
     pursuant to Rule 24b-2 under the  Securities  Exchange  Act of 1934 and has
     been filed separately with the Securities and Exchange Commission.

                                      -17-
<PAGE>

         10.4 Termination by Mutual Agreement . This Agreement may be terminated
at any time during the term hereof the mutual  written  agreement of the parties
hereto.

         10.5 Termination  Upon Exercise of Option.  Either party shall have the
right to  terminate  this  Agreement  at such time as Siemens  attains an 80% or
greater  interest in CPS pursuant to the closing of the additional  purchase and
sale  rights  set  forth in  Section  14 of the  Joint  Venture  Agreement  (the
"OPTION").

         10.6 Obligations Upon Termination.

                  (a) Except as provided,  CTI agrees that upon the  termination
of this Agreement for any reason whatsoever CTI shall:

                  (i) cease all  marketing and promotion of CPS Products and the
solicitation of Purchase Orders on behalf of Siemens; and

                  (ii) on or before the effective  date of  termination,  assist
Siemens in  preventing  any  disruption of service or supply to customers of CPS
Products located within the Territory,  by providing Siemens with a complete and
accurate list and description of all unfulfilled  Purchase Orders from customers
for the CPS  Products  submitted to CTI on or before the  effective  date of the
termination.

             (b) Upon termination of this Agreement, Siemens shall reimburse CTI
for all expenses for which  Siemens is obligated to reimburse CTI and which were
incurred on or before the effective date of termination.

         10.7 Distribution of CPS Products.

             (a)  Upon the  termination  or  non-renewal  of this  Agreement  by
Siemens for any reason,  CTI shall have the right to distribute  CPS Products on
substantially  the terms set forth in the CTI  Distribution  Agreement,  as such
agreement may be amended from time to time by the parties.

             (b) Upon the  termination  or  non-renewal of this Agreement by CTI
for any reason  other than a payment  default by Siemens in  accordance  with to
Section  10.2(d) above,  CTI shall not have the right to be a distributor of the
CPS Products; provided, however, that Siemens and CTI may enter into discussions
regarding an appropriate OEM relationship to further the commercial interests of
the parties.

                                   ARTICLE 11
                         LIMITS ON DAMAGES AND INSURANCE

         11.1 Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS  AGREEMENT,  NEITHER  PARTY  SHALL BE LIABLE TO THE OTHER PARTY FOR LOSS OF
ANTICIPATED PROFITS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,  CONSEQUENTIAL OR
PUNITIVE  DAMAGES  ARISING OUT OF THIS  AGREEMENT  OR THE SALE OR USE OF THE CPS
PRODUCTS.

                                      -18-
<PAGE>

         11.2 Insurance. CTI and Siemens each agrees to maintain during the term
hereof liability  insurance for personal injury and property  damage,  including
product liability and contractual  coverage,  as set forth herein.  Coverage for
personal  injury  shall  be not  less  than  One  Million  Dollars  ($1,000,000)
aggregate annual liability.  Coverage for property damage shall be not less than
Two Million Dollars ($2,000,000) per occurrence.  CTI and Siemens agree that all
liability insurance obtained by CTI and Siemens shall include CTI and Siemens as
named insureds reasonably acceptable to CTI and Siemens. CTI and Siemens further
agree,  as a  continuing  obligation  after the term  hereof,  to maintain  such
insurance  with no less  than the  coverage  specified  above in full  force and
effect for the full life of the CPS  Products  sold  hereunder.  CTI and Siemens
shall supply each other with a Certificate of Insurance upon written  request by
Siemens or CTI.

                                   ARTICLE 12
                               DISPUTE RESOLUTION

         12.1  Arbitration.  Except  for (i)  claims  resulting  from an alleged
breach of a party's  confidentiality  obligations hereunder or infringement of a
party's  technology or software,  or (ii) situations in which a party may suffer
irreparable harm, any controversy or claim between the parties arising out of or
relating to this  Agreement  which cannot be settled by mutual  agreement of the
parties in lieu of the institution of legal proceedings by either party shall be
submitted  to binding  arbitration  on the terms set forth in the Joint  Venture
Agreement.

         12.2  Release  of  Siemens  by  CTI.  For and in  consideration  of the
promises made by Siemens set forth herein, the adequacy and sufficiency of which
hereby is  acknowledged,  CTI hereby does  release,  acquit,  remise and forever
discharge  Siemens,  all of its past and present  servants,  agents,  employees,
shareholders,  officers, directors, partners, associates, principals, attorneys,
successors,  predecessors,  insurers, and assigns, and any parent, subsidiary or
affiliated  entities  from any and all  claims,  causes of action,  liabilities,
obligations, responsibilities, agreements, damages, actions, costs, and expenses
of any nature whatsoever,  including attorneys' fees, arising out of or relating
to violations or alleged  violations of Section 12.2 the Joint Venture Agreement
related to the sale of PET image display or image analysis  workstations,  spare
parts or sources,  from the beginning of time to the Effective  Date. No portion
of this Section 12.2 shall apply to matters  arising  pursuant to this Agreement
after the Effective Date.

         12.3  Release  of CTI by  Siemens.  For  and  in  consideration  of the
promises made by CTI set forth  herein,  the adequacy and  sufficiency  of which
hereby is acknowledged,  Siemens hereby does release, acquit, remise and forever
discharge  CTI,  all  of its  past  and  present  servants,  agents,  employees,
shareholders,  officers, directors, partners, associates, principals, attorneys,
successors,  predecessors,  insurers, and assigns, and any parent, subsidiary or
affiliated  entities  from any and all  claims,  causes of action,  liabilities,
obligations, responsibilities, agreements, damages, actions, costs, and expenses

                                      -19-
<PAGE>

of any nature whatsoever,  including attorneys' fees, arising out of or relating
to  violations  or  alleged  violations  of  Section  11.4 of the Joint  Venture
Agreement   related  to  the  sale  of  PET  image  display  or  image  analysis
workstations,  spare  parts  or  sources,  from  the  beginning  of  time to the
Effective  Date. No portion of this Section 12.3 shall apply to matters  arising
pursuant to this Agreement after the Effective Date.

         12.4 Release by CPS. For and in  consideration  of the promises made by
CTI and Siemens set forth herein,  the adequacy and  sufficiency of which hereby
is acknowledged,  CPS hereby does release,  acquit, remise and forever discharge
CTI and Siemens,  all of their  respective  past and present  servants,  agents,
employees, shareholders,  officers, directors, partners, associates, principals,
attorneys,  successors,  predecessors,  insurers,  and assigns, and any of their
respective  parent,  subsidiary or affiliated  entities from any and all claims,
causes  of  action,  liabilities,  obligations,  responsibilities,   agreements,
damages,  actions,  costs,  and  expenses  of any nature  whatsoever,  including
attorneys' fees,  arising out of or relating to violations or alleged violations
of Sections 11.4 or 12.2 of the Joint Venture  Agreement  related to the sale of
PET image display or image analysis  workstations,  spare parts or sources, from
the  beginning of time to the  Effective  Date.  No portion of this Section 12.4
shall apply to matters  arising  pursuant to this Agreement  after the Effective
Date.

         12.5 Denial of  Admissions.  The parties hereby agree that the releases
set forth in Sections 12.2, 12.3, and 12.4 of this Agreement shall not be deemed
to be an admission by any party of any  violation of any  provision of the Joint
Venture Agreement.

         12.6 Sale of Workstations.  The Parties hereby agree to amend the Joint
Venture  Agreement to provide  that future sales of PET image  display and image
analysis  workstations  (as  opposed  to those  workstations  that  provide  PET
reconstruction  or image  correction  capability,  which  shall  continue  to be
excluded as part of the CPS  Business) by either CTI or Siemens  pursuant to the
terms of this  Agreement  shall not  constitute  a breach of the covenant not to
compete contained in the Joint Venture Agreement.

                                   ARTICLE 13
                              ADDITIONAL COVENANTS

         13.1  Further  Assurances.   CTI,  CPS,  and  Siemens  shall  cooperate
reasonably  with each other in connection with any steps required to be taken as
part of their respective obligations under this Agreement,  and shall i) furnish
upon request to each other such further information;  ii) execute and deliver to
each other such other agreements, certificates,  documents, and instruments; and
iii) do such other acts and  things,  all as any other  party to this  Agreement
reasonably  may  request  for the  purpose  of  carrying  out the intent of this
Agreement and the transactions contemplated hereby.

         13.2  Assignment  of  Contracts.  In the  event  that the  transactions
contemplated  by  this  Agreement  require  the  sale,  assignment,  assumption,
transfer,  conveyance,  or delivery  by any party  hereto  (the  "ASSIGNOR")  to
another party hereto (the "ASSIGNEE") of any contract to which the Assignor is a

                                      -20-
<PAGE>

party,  and if either  (x) the  provisions  of such  contract  (the  "RESTRICTED
CONTRACT")  prohibit such  assignment,  or (y) the  provisions of the Restricted
Contract  require  the  consent  of any other  party to such  sale,  assignment,
assumption,  transfer,  conveyance,  or delivery and such other party withholds,
unreasonably delays, or unreasonably conditions such consent, then:

             (a)  Notwithstanding  any  other  provision  hereof,  neither  this
Agreement nor any other document related to the consummation of the transactions
contemplated hereby shall constitute a sale, assignment,  assumption,  transfer,
conveyance, or delivery or an attempted sale, assignment,  assumption, transfer,
conveyance ,or delivery of the Restricted Contract; and

             (b) The Assignor and the Assignee  shall  cooperate with each other
in any  reasonable and lawful  arrangements  designed to provide to the Assignee
the  benefits of use of the  Restricted  Contract  for the term  thereof (or any
right or benefit arising  thereunder,  including the enforcement for the benefit
of the  Assignee  of any and all rights of the  Assignor  against a third  party
thereunder); and

             (c) The Assignor and the Assignee shall use their  respective  best
efforts,  and shall  cooperate  with each  other,  to obtain the  consent to the
assignment of the Restricted Contract as quickly as practicable.

         Once consent for the sale, assignment, assumption, transfer, conveyance
and delivery of a Restricted  Contract is obtained,  the Assignor promptly shall
assign,  transfer,  convey, and deliver the Restricted Contract to the Assignee,
and the Assignee  shall assume the  obligations  under the  Restricted  Contract
assigned to the Assignee from and after the date of assignment to the Assignee.

                                   ARTICLE 14
                                  MISCELLANEOUS

         14.1  Relationship.  Nothing in this  Agreement  shall be  construed to
render any party the  employer  or  employee  of any other  party,  the agent or
principal of any other party,  or a joint venturer or member of any other party.
No party shall have the right to bind any other  party,  to exercise  control of
any other party, or to conduct any other party's  business,  except as expressly
set forth in this Agreement.

         14.2 Force Majeure  Provision.  No party hereto shall be liable for any
delay  arising  from  unanticipated   catastrophic   circumstances   beyond  its
reasonable  control  including,  but not limited to, acts of God,  war,  riot or
civil commotion,  fire, flood,  terrorism,  drought or act of government ("FORCE
MAJEURE  EVENTS");  provided,  that the party  seeking to be excused  shall make
every reasonable  effort to minimize the delay resulting  therefrom.  Each party
shall keep the other parties fully  informed of any such  circumstances.  During
the period that the performance by one of the parties of its  obligations  under
this Agreement is been suspended by reason of a Force Majeure Event, all parties
to this Agreement  shall  cooperate and use their  commercially  reasonable best

                                      -21-
<PAGE>

efforts to continue the business contemplated by this Agreement;  provided, that
any Unaffected  Party may (but shall not be required to) suspend  performance of
all or part of its  obligations  hereunder to the extent that such suspension is
commercially  reasonable.  The parties agree to resume their  performance  under
this Agreement as soon as possible upon the passing of the Force Majeure Event.

         14.3  Assignment.  No party shall have the right to assign or otherwise
transfer its rights and obligations  under this Agreement  except with the prior
written consent of the other parties;  provided,  however, Siemens and CTI shall
each be entitled to assign any or all of its rights and obligations hereunder to
any of its  controlled  subsidiaries,  provided  that both  Siemens  and CTI, as
applicable, shall remain fully liable for the performance of all its obligations
hereunder;  and  further  provided  that a successor  in interest by merger,  by
operation of law,  assignment,  purchase or otherwise of the entire  business of
either party shall acquire all rights and  obligations of such party  hereunder.
Any prohibited assignment shall be null and void.

         14.4 Notices.  All notices or other communication which are required or
permitted  hereunder shall be in writing and sufficient if delivered by hand, by
facsimile  or  telecopier  transmission  (and  a  transmission  confirmation  is
received by the sender), or by a recognized  international or overnight courier,
to the persons at the addresses set forth below (or at such other address as may
be provided  hereunder),  and shall be deemed to have been  delivered  as of the
date so delivered.

Siemens:                        Siemens Nuclear Medicine Group
                                3501 North Barrington Road
                                Hoffman Estates, Illinois 60195
                                Facsimile:  (847) 304-7080
                                Attention:  President, Siemens Nuclear Medicine

With copies to:                 Siemens Medical Solutions USA, Inc.
                                51 Valley Stream Parkway
                                Malvern, PA 19355
                                Facsimile:
                                Attention:  President & CEO

     and                        Associate General Counsel
                                Siemens Legal Department J-16
                                51 Valley Stream Parkway
                                Malvern, PA 19355

CTI:                            CTI Molecular Imaging, Inc.
                                810 Innovation Drive
                                Knoxville, TN 37932
                                Fax No.:  865/218-3016
                                Attention:  President

                                      -22-
<PAGE>

With a copy to:                 CTI Molecular Imaging, Inc.
                                810 Innovation Drive
                                Knoxville, TN 37932
                                Fax No.:  865/218-2760
                                Attention:  General Counsel

CPS:                            CPS Innovations
                                810 Innovation Drive
                                Knoxville, TN  37932
                                Fax No.:  865/218-2878
                                Attention:  President

With a copy to:                 Kilpatrick Stockton LLP
                                Suite 900
                                607 14th Street
                                Washington, DC 20005-2018
                                Fax No.:  202 585 0002
                                Attention:  David A. Stockton

         14.5 Entire Agreement. This Agreement, including the schedules attached
hereto and  incorporated as an integral part of this agreement,  constitutes the
entire  Agreement of the parties with respect to the subject matter hereof,  and
supersedes any and all previous  Agreements by and between CPS,  Siemens and CTI
with  respect  to the  subject  matter  hereof,  if any,  as well as any and all
proposals,  oral or written, and all negotiations,  conversations or discussions
heretofore had between the parties related to this agreement.

         14.6  Amendment.  This Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part, except by
written amendment signed by the parties hereto.

         14.7 Publicity. This Agreement is confidential and no party shall issue
press  releases or engage in other types of publicity of any nature dealing with
the commercial  and legal details of this  Agreement  without the other parties'
prior written  approval,  which  approval  shall not be  unreasonably  withheld.
However,  approval of such disclosure  shall be deemed to be given to the extent
such disclosure is required to comply with  governmental  rules,  regulations or
other  governmental  requirements.  In such event,  the  publishing  party shall
promptly furnish a copy of such disclosure to the other parties. Notwithstanding
the  foregoing,  CPS,  Siemens and CTI shall be permitted to file this Agreement
and to disclose the terms of this Agreement in their respective filings with the
U.S. Securities and Exchange Commission or any similar state agency.

         14.8 Severability. In the event that any of the terms of this Agreement
are in conflict  with any rule of law or statutory  provision  or are  otherwise
unenforceable  under the laws or  regulations  of any  government or subdivision
thereof,  such terms  shall be deemed  stricken  from this  Agreement,  but such
invalidity or  unenforceability  shall not  invalidate any of the other terms of
this Agreement and this Agreement shall continue in force, unless the invalidity
or unenforceability of any such provisions hereof does substantial  violence to,
or where the invalid or unenforceable  provisions  comprise an integral part of,
or are otherwise inseparable from, the remainder of this Agreement.

                                      -23-
<PAGE>

         14.9  Counterparts.  This Agreement  shall be executed in three or more
counterparts, and each such counterpart shall be deemed an original hereof.

         14.10  Waiver.  No  failure or delay by any party to take any action or
assert or exercise any right or remedy  hereunder  shall operate or be deemed to
be a waiver  of such  right  or  remedy  in the  event  of the  continuation  or
repetition of the circumstances  giving rise to such right; nor shall any single
or  partial  exercise  of such  right or remedy  preclude  any other or  further
exercise thereof or of any other right or remedy. No provision of this Agreement
may be waived except in a writing signed by the party granting such waiver.

         14.11  Authorization  and  Execution.  By executing this Agreement each
party  represents  and warrants to the other parties (i) that the entry into and
execution and  performance of this Agreement has been fully and duly  authorized
by all  required  corporate  action,  and (ii)  that  the  person  signing  this
Agreement  on  behalf  of a party  has been  fully  authorized  by all  required
corporate action to execute this Agreement on behalf of the party for which such
person is signing.

         14.12  Confidentiality.  Each party  hereto  agrees not to  disclose to
others the  technical  and  business  information  of the other  parties  hereto
("CONFIDENTIAL INFORMATION"),  and agrees to use the other parties' Confidential
Information only for the  implementation of this Agreement and to hold the other
parties' Confidential  Information confidential using at a minimum the same care
it would exercise to protect its own  Confidential  Information  but in no event
less than a reasonable  degree of care.  The receiving  party further  agrees to
disclose  the  Confidential  Information  of the  disclosing  party  only to the
receiving party's employees and agents who have a need to know and only to those
employees and agents who have agreed in writing to  confidentiality  obligations
substantially  similar to those in this Section 14.12. The receiving party shall
not permit any of its  personnel  to remove any  proprietary  or other legend or
restrictive  notice  contained  or  included  in  any  Confidential  Information
provided by the disclosing  party,  and the receiving party shall not permit any
of its personnel to reproduce or copy any such Confidential  Information  except
as expressly  authorized  under this  Agreement.  Provided,  however,  that such
confidentiality  obligation shall not apply to any information  which (a) is now
or hereafter becomes a part of the public domain,  other than by act or omission
of the receiving party, (b) was  independently  developed by the receiving party
or its affiliates;  (c) information that was in such party's possession prior to
disclosure by the other party, (d) is hereafter furnished to the receiving party
by a third  party,  as a  matter  of right  and  without  restriction  on use or
disclosure,  who  lawfully  possesses  such  information  and did not acquire it
directly or  indirectly  from the other  party,  (e) is disclosed in any U.S. or
foreign  patent,  or published  patent  application,  whether owned by the other
party or any third  party,  or (f) is required to be  disclosed  to a government
agency or pursuant to a judicial proceeding,  but only to the extent so required
and provided that the receiving party gives the disclosing  party advance notice
of such disclosure and reasonably  cooperates with the disclosing  party (at the
disclosing  party's  expense) to contest such  disclosure.  The duration of this
confidentiality  obligation  shall be for the term of this Agreement and for two

                                      -24-
<PAGE>

(2) years thereafter with respect to any Confidential  Information that does not
constitute  a  "trade  secret"  under   applicable  law,  and  for  Confidential
Information  that does  constitute a trade secret under  applicable  law,  these
confidentiality obligations shall last in perpetuity. Nothing in this Section is
intended  by the parties to abrogate  any rights or  obligations  of the parties
under common law or  statutory  law with  respect to the use and  disclosure  of
confidential information or trade secrets.

         14.13  Survival.  The  provisions  in Section  14.12 shall  survive the
expiration or termination of this Agreement indefinitely.

         14.14  Governing  Law. This Agreement  shall be governed by,  construed
under,  and  interpreted  in accordance  with the laws of the State of Delaware,
U.S.A, applicable to contracts made and performed entirely within that state.

                            [SIGNATURE PAGE FOLLOWS]






                                      -25-
<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the Effective Date.

                                         CTI MOLECULAR IMAGING, INC.

                                         By: /s/ Ronald Nutt
                                             -----------------------------------
                                             Ronald Nutt, Ph.D.
                                             President



                                         SIEMENS MEDICAL SOLUTIONS USA, INC.

                                         By: /s/ Thomas N. McCausland
                                             -----------------------------------
                                             Thomas N. McCausland
                                             President



                                         CTI PET SYSTEMS, INC.

                                         By: /s/ R. Gregory Brophy
                                             -----------------------------------
                                             R. Gregory Brophy
                                             President




                                      -26-
<PAGE>

                                  SCHEDULE 2.7

                    INITIAL TRANSFER PRICE REDUCTION SCHEDULE

<TABLE>
<CAPTION>
                       LSO CRYSTALS              CTS              CPS TRANSFER PRICE RELIEF
--------------------------------------------------------------------------------------------

<S>                               <C>               <C>                        <C>
EMERGE
(8x8 block)                       *                 *                          *
--------------------------------------------------------------------------------------------

ACCEL
(8x8 block)                       *                 *                          *
--------------------------------------------------------------------------------------------

BIO 2
(8x8 block)                       *                 *                          *
--------------------------------------------------------------------------------------------

BIO 6
(HI-REZ block)                    *                 *                          *
--------------------------------------------------------------------------------------------

BIO 16
(8x8 block)                       *                 *                          *
--------------------------------------------------------------------------------------------

BIO 16
(HI-REZ block)                    *                 *                          *
--------------------------------------------------------------------------------------------
</TABLE>


*        Omitted  information  is the  subject  of a  request  for  confidential
         treatment  pursuant to Rule 24b-2 under the Securities  Exchange Act of
         1934 and has been filed  separately  with the  Securities  and Exchange
         Commission.




<PAGE>


                                 SCHEDULE 2.7.1

                    INITIAL TRANSFER PRICE REDUCTION SCHEDULE
                 (NEW EXHIBIT D TO THE JOINT VENTURE AGREEMENT)

                            See attached spreadsheet








<PAGE>


SCHEDULE 2.7.1

PRICING EFFECTIVE WITH ORDERS RECEIVED AFTER APRIL 30, 2004

DISTRIBUTOR'S TRANSFER PRICE PERCENTAGES FOR CPS PET SCANNER
UNDER A NON-EXCLUSIVE DISTRIBUTION AGREEMENT

<TABLE>
<CAPTION>
                        U.S.A
                        --------------- --------------  -------------- -------------- --------------
                           * units         * units         * units        * units        * units
                        --------------- --------------  -------------- -------------- --------------
in US$                  Transfer        Transfer        Transfer       Transfer       Transfer           List
                        price           price           price          price          price
                        in % of list    in % of list    in % of list   in % of list   in % of list
                        --------------- --------------  -------------- -------------- --------------
<S>                           <C>            <C>             <C>            <C>            <C>            <C>
EMERGE                        *%             *%              *%             *%             *%             $*
ACCEL                         *%             *%              *%             *%             *%             $*
LSO Duo                       *%             *%              *%             *%             *%             $*
LSO PET/CT- 6 HIREZ           *%             *%              *%             *%             *%             $*
LSO PET/CT- 16 HIREZ          *%             *%              *%             *%             *%             $*
LSO PET/CT- 16                *%             *%              *%             *%             *%             $*
HiRez Processing Option       *%             *%              *%             *%             *%             $*
Options                       *%             *%              *%             *%             *%
----------------------------------------------------------------------------------------------------

<CAPTION>

                            ---------------------------------------------------------------
                                  Transfer Price          CPS          CPS %GM
                            --------------------------------------------------------------
                               *       *        >*

                              HMS     CTI       SMS       COST     HMS      CTI     SMS

in US$



<S>                         <S>       <C>       <C>        <C>      <C>     <C>      <C>
EMERGE                        $*      $*        $*         $*       *%      *%       *%
ACCEL                         $*      $*        $*         $*       *%      *%       *%
LSO Duo                               $*        $*         $*               *%       *%
LSO PET/CT- 6 HIREZ                   $*        $*         $*               *%       *%
LSO PET/CT- 16 HIREZ                  $*        $*         $*               *%       *%
LSO PET/CT- 16                        $*        $*         $*               *%       *%
HiRez Processing Option               $*        $*         $*               *%       *%
Options
-------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>



                        R.o.W.
                        --------------- --------------  -------------- -------------- --------------
                           * units         * units         * units        * units       >* units         List
                        --------------- --------------  -------------- -------------- --------------
in US$                  Transfer        Transfer        Transfer       Transfer       Transferprice      List
                        price           price           price          price           n % of list
                        in % of list    in % of list    in % of list   in % of list   i
                        --------------- --------------  -------------- -------------- --------------
<S>                           <C>            <C>             <C>            <C>            <C>            <C>
EMERGE                        *%             *%              *%             *%             *%             $*
ACCEL                         *%             *%              *%             *%             *%             $*
LSO PET/CT Duo                *%             *%              *%             *%             *%             $*
LSO PET/CT- 6 HIREZ           *%             *%              *%             *%             *%             $*
LSO PET/CT- 16 HIREZ          *%             *%              *%             *%             *%             $*
LSO PET/CT- 16                *%             *%              *%             *%             *%             $*
HiRez Processing Option       *%             *%              *%             *%             *%             $*
Options                       *%             *%              *%             *%             *%
----------------------------------------------------------------------------------------------------

<CAPTION>
                            ---------------------------------------------------------------
                                  Transfer Price          CPS          CPS %GM
                            --------------------------------------------------------------

                              HMS     CTI       SMS       Cost     HMS      CTI     SMS

in US$



<S>                        <S>        <C>       <C>        <C>      <C>     <C>      <C>
EMERGE                        $*      $*        $*         $*       *%      *%       *%
ACCEL                         $*      $*        $*         $*       *%      *%       *%
LSO PET/CT Duo                        $*        $*         $*               *%       *%
LSO PET/CT- 6 HIREZ                   $*        $*         $*               *%       *%
LSO PET/CT- 16 HIREZ                  $*        $*         $*               *%       *%
LSO PET/CT- 16                        $*        $*         $*               *%       *%
HiRez Processing Option               $*        $*         $*               *%       *%
Options
--------------------------- ---------------------------------------------------------------
</TABLE>


*        Omitted  information  is the  subject  of a  request  for  confidential
         treatment  pursuant to Rule 24b-2 under the Securities  Exchange Act of
         1934 and has been filed  separately  with the  Securities  and Exchange
         Commission.


<PAGE>


                                  SCHEDULE 2.8

                      ADDITIONAL TRANSFER PRICE REDUCTIONS

                            See attached spreadsheet









<PAGE>

           SCHEDULE 2.8 (NEW EXHIBIT D TO THE JOINT VENTURE AGREEMENT)

PRICING EFFECTIVE WITH THE ORDER OF THE * UNIT FROM SIEMENS TO CPS SINCE OCTOBER
1, 2003


DISTRIBUTOR'S TRANSFER PRICE PERCENTAGES FOR CPS PET SCANNER UNDER A
NON-EXCLUSIVE DISTRIBUTION AGREEMENT
<TABLE>
<CAPTION>

                    U.S.A
                    --------------- -------------- --------------  -------------- ---------------
                       * units         * units        * units         * units        >* units
                    --------------- -------------- --------------  -------------- ---------------
in US$              Transfer price  Transfer       Transfer        Transfer       Transfer price    List
                     n % of list    mprice         price           price           n % of list
                    i               in % of list   in % of list    in % of list   i
                    --------------- -------------- --------------  -------------- ---------------
<S>                       <C>            <C>            <C>             <C>             <C>         <C>
EMERGE                    *%             *%             *%              *%              *%           $*
ACCEL                     *%             *%             *%              *%              *%           $*
LSO Duo                   *%             *%             *%              *%              *%           $*
LSO PET/CT- 6 HIREZ       *%             *%             *%              *%              *%           $*
LSO PET/CT- 16 HIREZ      *%             *%             *%              *%              *%           $*
LSO PET/CT- 16            *%             *%             *%              *%              *%           $*
HiRez Processing
  Option                  *%             *%             *%              *%              *%           $*
Options                   *%             *%             *%              *%              *%
-------------------------------------------------------------------------------------------------

<CAPTION>

                          ---------------------------------------------------------------------
                                 Transfer Price           CPS                   CPS %GM


                          ---------------------------------------------------------------------
                              *        *         >*

in US$                       HMS      CTI       SMS      Cost      HMS       CTI       SMS





<S>                          <C>       <C>       <C>      <C>       <C>      <C>       <C>
EMERGE                       $*        $*        $*       $*        *%       *%        *%
ACCEL                        $*        $*        $*       $*        *%       *%        *%
LSO Duo                                $*        $*       $*                 *%        *%
LSO PET/CT- 6 HIREZ                    $*        $*       $*                 *%        *%
LSO PET/CT- 16 HIREZ                   $*        $*       $*                 *%        *%
LSO PET/CT- 16                         $*        $*       $*                 *%        *%
HiRez Processing
Option                                 $*        $*       $*                 *%        *%
Options
-----------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                    R.o.W.
                    --------------- -------------- --------------  -------------- ---------------
                       * units         * units        * units         * units        >* units       List
                    --------------- -------------- --------------  -------------- ---------------
in US$              Transfer price  Transfer       Transfer        Transfer       Transfer price    List
                     n % of list    price          price           price           n % of list
                    i               in % of list   in % of list    in % of list   i
                    --------------- -------------- --------------  -------------- ---------------
<S>                       <C>            <C>            <C>             <C>             <C>          <C>
EMERGE                    *%             *%             *%              *%              *%           $*
ACCEL                     *%             *%             *%              *%              *%           $*
LSO PET/CT Duo            *%             *%             *%              *%              *%           $*
LSO PET/CT- 6 HIREZ       *%             *%             *%              *%              *%           $*
LSO PET/CT- 16 HIREZ      *%             *%             *%              *%              *%           $*
LSO PET/CT- 16            *%             *%             *%              *%              *%           $*
HiRez Processing
Option                    *%             *%             *%              *%              *%           $*
Options                   *%             *%             *%              *%              *%
-------------------------------------------------------------------------------------------------

<CAPTION>
                        ---------------------------------------------------------------------
                                 Transfer Price         CPS                   CPS %GM
                        ---------------------------------------------------------------------
                            *          *        >*

in US$                     HMS        CTI       SMS    Cost      HMS          CTI       SMS





<S>                        <C>        <C>       <C>     <C>       <C>          <C>       <C>
EMERGE                     $*         $*        $*      $*        *%           *%        *%
ACCEL                      $*         $*        $*      $*        *%           *%        *%
LSO PET/CT Duo                        $*        $*      $*                     *%        *%
LSO PET/CT- 6 HIREZ                   $*        $*      $*                     *%        *%
LSO PET/CT- 16 HIREZ                  $*        $*      $*                     *%        *%
LSO PET/CT- 16                        $*        $*      $*                     *%        *%
HiRez Processing
Option                                $*        $*      $*                     *%        *%
Options
---------------------------------------------------------------------------------------------
</TABLE>



*        Omitted  information  is the  subject  of a  request  for  confidential
         treatment  pursuant to Rule 24b-2 under the Securities  Exchange Act of
         1934 and has been filed  separately  with the  Securities  and Exchange
         Commission.


<PAGE>


                                  SCHEDULE 4.2

                            CPS PRODUCT CONFIGURATION

TYPICAL CUSTOMER CONFIGURATION
LSO/DUO

Base Unit

Gantry Air/Water Chiller
Isolation Transformer
Long RTP Flat Pallet
Patient Positioning Acc Kit

Leonardo HEP, WS
Eizo Flat Screen Color 18" (1)
Eizo Flat Screen Color 18" (2)
5.25" Desktop MOD #L
Leonardo e.soft PET/CT58432
Bio Installation
Sources
e.soft PET Training - Cary,NC
Training  Classes e.soft PET
PET Aps Training
bio CT UPS 110V
Codonics Imager Sm Format

TYPICAL CUSTOMER CONFIGURATION
LSO 6 SLICE

Base Unit
PET/CT Hi-Rez Processing Option

Gantry Air/Water Chiller
Isolation Transformer
Long RTP Flat Pallet
Patient Positioning Acc Kit
MOD Dicom Wizard

Leonardo HEP, WS
Eizo Flat Screen Color 18" (1)
Eizo Flat Screen Color 18" (2)
Leonardo e.soft PET/CT
Bio Installation
Sources


<PAGE>

Training Classes e.soft PET
PET Aps Training
bio CT UPS 110V
Codonics Imager Sm Format

TYPICAL CUSTOMER CONFIGURATION
LSO 16 SLICE

Base Unit
PET/CT Hi-Rez  Processing  Option
snygo Vessel View
syngo Volume Rendering
syngo Lung CARE CT
sygo Heartview OR  Colonography
syngo Pulmo  Evaluation
syngo Fly Through

Gantry Cool Water Chiller
Kraus Indoor Chiller
Isolation Transformer
Long RTP Flat Pallet
Patient Positioning Acc Kit
MOD Dicom Wizard
Bio S16 Pre-Install Kit

Leonardo HEP, WS
Eizo Flat Screen Color 18" (1)
Eizo Flat Screen Color 18" (2)

Leonardo e.soft PET/CT
Bio Installation
Sources

Training Classes e.soft PET
PET Aps Training
Proj Mgmt/Site Planning
Codonics Imager Sm Format


<PAGE>


                                  SCHEDULE 7.4

                      LUMP-SUM LABOR REIMBURSEMENT AMOUNTS

                                                 $*
        ECAT EMERGE
        -----------------------------------------------------------
                                                 $*
        ECAT ACCEL
        -----------------------------------------------------------
                                                 $*
        BIOGRAPH 2
        -----------------------------------------------------------
                                                 $*
        BIOGRAPH 6
        -----------------------------------------------------------
                                                 $*
        BIOGRAPH 16


*        Omitted  information  is the  subject  of a  request  for  confidential
         treatment  pursuant to Rule 24b-2 under the Securities  Exchange Act of
         1934 and has been filed  separately  with the  Securities  and Exchange
         Commission.


<PAGE>


                                  SCHEDULE 8.1

                 INTERNATIONAL SERVICE CONTRACTS TO BE ASSIGNED

1.       Contrato de  Mantenimiento  [Service  Agreement]  dated January 3, 2003
         between CTI and Centro PET Recoletas, S.L.U. (1 scanner)

2.       Contrato de  Mantenimiento  [Service  Agreement]  dated January 4, 2003
         between CTI and Diagnostico PET (1 scanner)

3.       Service  Agreement  dated October 28, 2003 between CTIMI and University
         of  Aberdeen/University of Aberdeen & Grampian University Hospitals NHS
         Trust (1 scanner)

4.       Service  Agreement  dated December 17, 2003 between CTIMI and Guy's and
         St. Thomas' Hospital NHS Trust (2 scanners)

5.       PET Scanner Support  Services  Agreement dated January 16, 2004 between
         CTI Molecular  Imaging-Europe Limited, a company incorporated under the
         laws of England and Wales and a wholly  owned  subsidiary  of CTI,  and
         Hammersmith  Imanet Limited,  a company  incorporated under the laws of
         England and Wales (3 scanners)