**                                                   SEVERANCEAND RELEASE AGREEMENT**

           This Severance and Release Agreement (“Agreement”) ismade by and between David L. Ward (“Executive”) andSYNCOR INTERNATIONAL CORPORATION (“Syncor”).

           WHEREAS, Executive has been employed as Executive Vice President ofSyncor and President and Chief Executive Officer of ComprehensiveMedical Imaging, Inc. ("CMI"), a subsidiary of Syncor;and

           WHEREAS, in anticipation of Syncor's decision to make changes toits overall strategies with respect to its investments in themedical imaging business, Syncor and Executive have agreed to thetermination of Executive’s employment with Syncor, CMI andall other subsidiaries and affiliates of Syncor (all of whichcompanies shall be included, for purposes of this Agreement, in anyreference to "Syncor") in return for certain benefits as describedin Paragraphs 3 and 5 of this Agreement, which benefits are alsoprovided by Syncor for and in consideration of the other covenantsof Executive contained in this Agreement, includingExecutive’s confidentiality and non-solicitation commitmentsin Paragraphs 10 and 11 of this Agreement.

           NOW THEREFORE, the parties agree as follows:

           1.           Employment Status and Change in Employment Status. Syncor and Executive agree that Executive will change employmentstatus with Syncor to a non-working status (the "Status Date") uponthe earliest of the following dates:  (a) consummation of thesale of CMI to a third party or a combination of third parties thatresults in 90%****or more of CMI's centers being sold; (b)January 1, 2003; or (c) a date mutually agreed upon between theChief Executive Officer of Syncor and Executive.  It is agreedthat on the Status Date, Executive will relinquish the positions(and corresponding job duties and responsibilities) of ExecutiveVice President of Syncor and President and Chief Executive Officerof CMI, and all other positions and titles that Executive may havewith any Syncor subsidiary or affiliate.

           2.         Status Dateand Termination Date.  For a period of twenty seven (27)months immediately following the Status Date, Executive will be oninactive status.  It is agreed that Executive's last day ofemployment (the "Termination Date") with Syncor will be the datethat is twenty seven (27) months following the StatusDate.

           3.           Compensation and Benefits Subject to Executive’s ContinuedFulfillment of Executive’s Obligations Under ThisAgreement.  Subject to Executive's continued fulfillmentof his obligations under this Agreement, Syncor will provideExecutive with the following benefits, in lieu of any benefits thatmay be available under any other program, plan, or agreement withSyncor providing severance or other post-employment commitments orarrangements:

                      (a)           Base Pay Continuation.  Syncor will continue to payExecutive his current salary for all hours up to and including theStatus Date, less standard withholdings and authorizeddeductions.  Syncor agrees to continue to pay Executive hisbase annual salary of $285,000 from the Status Date through theTermination Date.  The base pay continuation will be paid inregular payroll installments beginning on the first regular paydate after the Status Date.  These payments are subject towithholding and other deductions as required bylaw. 

                      (b)           Vacation.  On the first regular pay date following theStatus Date, Syncor will pay Executive his accrued but unusedvacation time and floating holidays as of the Status Date, in theform of a lump sum payment.  This payment is subject towithholding and other deductions as required by law. Executive shall continue to accrue vacation time for the periodafter the Status Date through the Termination Date, based on hisemployment during such period.

                      (c)           Outplacement Counseling and Services.  Syncor will payall fees, up to $42,750, which represents 15% of annual basesalary, associated with Executive’s enrollment in Kevin Hand& Associate’s Career Transition Senior ExecutiveProgram.  Syncor and Executive agree that at Executive'soption, Executive can waive the outplacement services described inthis paragraph in exchange for $42,750, less authorizedwithholdings and deductions.  Such payment will be included inExecutive's regular paycheck on the first payday following theStatus Date.

                      (d)           Mortgage Differential Payments.  Executive and Syncoragree that Syncor will continue to pay Executive's mortgagedifferential payments each month through the final date originallyagreed between Syncor and Executive.

                      (e)           Special Bonus Payment.  Executive and Syncor agree thatSyncor will provide a special bonus payment (the "Special BonusPayment") to Executive in the amount of $240,469, less authorizedwithholdings and deductions.  The Special Bonus Payment willbe paid to Executive on the first regular payday following theStatus Date.

                      (f)           Incentive Bonus Payment - 2002.  Executive shall alsobe eligible to receive an additional payment of $500,000 (the"Incentive Bonus Payment") after the Status Date if, and only if,Syncor's Board of Directors makes a determination, based on therecommendation of the Chief Executive Officer, that Executive hasacted in the best interest of Syncor from the effective date ofthis Agreement until the Status Date, which determination will bemade within 15 days after the Status Date.  If the foregoingcondition is satisfied, Executive shall be entitled to receive theIncentive Bonus Payment within 30 days after the StatusDate.

           4.           “Executive’s Continued Fulfillment of HisObligations Under This Agreement.” As used in Paragraphs3 and 5 of this Agreement, the term “Executive’scontinued fulfillment of his obligations under thisAgreement” shall mean his substantial compliance with allmaterial terms of this Agreement.  If Syncor has a good faithand reasonable belief that Executive has materially breached amaterial obligation under this Agreement, Syncor shall provideforty-five days (45) written notice to Executive explaining indetail the material breach.  At any time during the forty-fiveday period following his receipt of that notice, Executive shallhave an opportunity to cure such material breach.

           5.           Participation in Other Benefit Plans and Programs. Subject to Executive's continued fulfillment of his obligationsunder this Agreement, during the term of this Agreement, concludingon the Termination Date, unless specifically stated otherwise inthis paragraph, Executive shall be entitled to continue toparticipate in the following benefit plans and programs sponsoredby Syncor, in accordance with their respective terms:

                      (a)           Syncor Executive Benefit Plan. Executive will continue toparticipate in all health, life and long-term care plans affordedto Syncor officers.  Following the Status Date, Executive andSyncor will continue to make contributions to this plan in the samemanner and form as when Executive was a working employee. Thebenefits otherwise receivable by Executive pursuant to the SyncorExecutive Benefit Plan, however, shall be reduced to the extentbenefits of the same type are received by Executive at any timeduring the term of this Agreement (and any such benefits receivedby Executive shall be reported to Syncor by Executive).

                      (b)           Syncor International Corporation Employees' Savings and StockOwnership Plan ("ESSOP").  Executive may continue toparticipate in the ESSOP as an active, regular employee through the Termination Date.

                      (c)           Executive Long Term Performance Equity Plan (the "TraunchPlan").  Notwithstanding the conditions and provisionsagreed to in paragraph 5(e), Executive and Syncor agree thatExecutive will continue to participate in the Traunch Plan as aregular participant through the Termination Date; however,Executive shall not be eligible to participate in any new targetsthat may be offered under the Traunch Plan after the effective dateof this Agreement.

                      (d)           Syncor International Corporation Deferred Compensation Plan (the"Deferred Compensation Plan").  Executive will continue toparticipate in the Deferred Compensation Plan as an active andregular participant through the Termination Date.  Executivewill continue to receive employer contributions in the same formand manner as other participants in this plan.

                      (e)           2002 Corporate Management Incentive Plan.   Executive and Syncor agree that Executive will not be eligible toparticipate in the 2002 Corporate Management IncentivePlan.

                      (f)           Stock Options. Executive shall not be eligible toparticipate in any new option grants that may be offered after theeffective date of this Agreement; however, any acceleration ofvesting or material amendment of any stock option previouslygranted to Executive under any of Syncor's stock option plans whichoccurs prior to the later of the Termination Date or the expirationof any stock options, whether on account of a "change in control"(as it may be defined in any such plan) or for any other reason,shall also apply to Executive.

                      (g)           Portable Medical Insurance Policy.  In the event thatExecutive's employment with Syncor terminates after the StatusDate, for any reason, Syncor shall, upon reasonable notice fromExecutive, assist Executive in the acquisition of a portablemedical insurance policy covering him and his eligible dependents,with Executive as the policyholder and with the premiums thereunderto be paid by Executive.

           6.           Non-Participation in Other Benefit Plans.  Except asdescribed in Paragraphs 3 and 5 above, Executive shall not beeligible to participate in any other compensation plan, bonus plan,or any other employee benefit plan offered by Syncor, and Executivehereby waives any right to participate in such plans.  Withoutlimiting the scope of the foregoing sentence, except as providedunder this Agreement, Executive specifically waives any rights thathe would have been entitled to receive under the SeveranceAgreement, dated August 24, 2001, between Executive and Syncor, andthe Benefits Agreement, dated March 8, 1999, between Executive andSyncor.

           7.           Indemnification.  Syncor shall indemnify Executive ifExecutive was or is a party or is threatened to be made a party toany threatened, pending or completed action, suit or proceedingbased on acts or omissions that occurred on or before the StatusDate, whether civil, criminal, administrative, or investigative,and whether formal or informal, by reason of the fact thatExecutive is or was a director, officer, advisory director,executive or agent of Syncor, against expenses, including attorneysfees, judgments, penalties, fines and amounts paid in settlementactually and reasonably incurred by Executive in connection withsuch action, suit or proceeding, to the fullest extent and in themanner permitted by law, provided that Executive acted in goodfaith and in a manner Executive reasonably believed to be in or notopposed to the best interests of Syncor and, with respect to acriminal action or proceeding, provided that Executive had noreasonable cause to believe that his conduct wasunlawful.

           8.           Further Assistance.  At Syncor’s reasonablerequest, Executive agrees to provide Syncor with cooperation in anylawsuits arising out of events during Executive’s employmentat Syncor, provided such assistance does not unreasonably andmaterially interfere with Executive’s duties orresponsibilities under any subsequent employment.  Uponreasonable notice from Syncor, Executive agrees to participate indiscovery and trial preparation, and to assist Syncor’s legalcounsel as and where needed, including attendance at depositionsand trials (“Litigation Assistance”).  Executivewill use reasonable efforts to timely respond to Syncor’srequests for Litigation Assistance and to provide such LitigationAssistance.  Upon termination of any Lawsuit in whichExecutive provides services, Executive shall, at Syncor’srequest, deliver to Syncor all materials related to theLawsuit.  Executive will be reimbursed for out-of-pocketexpenses associated with Executive’s assistance, includingtravel, lodging, meals, telephone, and similar expenses inaccordance with Syncor’s usual policies.  Thiscompensation is not related to or conditioned on the nature orcontent of Executive’s testimony, if any, nor on the outcomeof any lawsuit.  Rather, it is intended solely to provideExecutive with reasonable compensation for actual expenses incurredin Litigation Assistance.

           9.           Waiver and Release.  In exchange for the paymentsdescribed above, Executive hereby waives, releases, gives up, andpromises never to make any claims of any kind (whether Executiveknows of them now or not) that Executive may have against Syncor,its related entities, parent companies, and subsidiaries(collectively referred to as the “Companies”), or anyofficer, director, agent, executive, owner, insurer, benefit plan,or other representative of the Companies as a result of facts nowin existence.  The claims that Executive is waiving,releasing, giving up, and promising never to make include, but arenot limited to, all of the following:

                      (a)           any claims for further compensation or benefits from the Companiesexcept as set forth in this Agreement;

                      (b)           any claims arising out of Executive’s employment ortermination of employment with Syncor;

                      (c)           any claims under the federal Age Discrimination in Employment Act;the federal Civil Rights Act of 1964; 42 U.S.C. § 1981; thefederal Family and Medical Leave Act; the federal Equal Pay Act;the federal Fair Labor Standards Act; the federal Older WorkersBenefit Protection Act; the federal Americans With DisabilitiesAct; the federal Employee Retirement Income Security Act of 1974;the federal Worker Adjustment and Retraining Notification Act;California Government Code § 12920, California Government Code§ 12940, California Labor Code § 2856, California LaborCode § 970, and any other state, federal or local statute,ordinance, order or regulation;

                      (d)           Executive agrees that he has been fully advised of the contents of§ 1542 of the California Civil Code (“§ 1542"), andsaid section and the benefits thereof are expressly waived as toany claims, known or unknown, which exist up to and including thedate of this Agreement.  Section 1542 reads asfollows:

                                 § 1542.  (General  release – claimsextinguished.)  A                       general release does not extend to claims which the creditor                       does not know or suspect  to exist in his favor at the timeof                       executing  the  release,  which if  known to him  must  have                       materially affected his settlement with the debtor.

                      Executive represents that he understands and acknowledges thesignificance and the consequences of his release, as well as thespecific waiver of § 1542.

                      (e)           any claim under any contract, agreement (except this Agreement),promise or Syncor policy;

                      (f)           any claim for violation of any other legal duty or publicpolicy;

                      (g)           any claim for attorneys' fees; and

                      (h)           Executive expressly acknowledges and agrees that, by entering intothis Agreement, Executive is waiving any and all rights and claimsthat Executive may have arising under the Age Discrimination inEmployment Act of 1967, as amended, which have arisen on or beforethe date of execution of this Agreement.  Executive furtherexpressly acknowledges and agrees that:

                                  (i)           In return for entering into this Agreement, Executive will receivecompensation beyond that which Executive was already entitled toreceive before entering into this Agreement;

                                 (ii)           Executive was given a copy of this revised Agreement on April 5,2002. Executive understands that Executive has a period of 45 dayswithin which to consider this Agreement;

                                  (iii)           Executive understands that for a period of seven (7) days afterExecutive signs this Agreement that Executive may revoke thisAgreement;

                                  (iv)           Executive acknowledges receipt of Attachment A, which provides therequired information under the Older Workers Benefit and ProtectionAct (OWBPA) regarding the ages and titles of other Syncor or CMIemployees selected or not selected for termination in connectionwith the changes to CMI’s overall businessstrategy;

                                  (v)           Executive understands that this Agreement will not become effectiveuntil eight (8) days after the Executive signs this Agreement;and

                                  (vi)           Executive agrees and represents as follows:
|                                  | "I herebyacknowledge and understand that I have a period of 45 days toreview and consider this Agreement prior to signing it, and that byexecuting and delivering this Agreement to Syncor, I am expresslywaiving any remaining portion of such 45 day period.  I mayrevoke this Agreement within seven (7) days of the date I sign thisAgreement.  I understand and agree that such revocation willonly be effective if an originally executed written notice thereofis in the possession of Sheila Coop, Senior Vice President, HumanResources, on or before 5:00 p.m. Eastern Standard Time on theseventh (7th) day after I sign this Agreement.  The foregoingrelease will bind my heirs, executors, administrators, spouse,successors and assigns and it may not be changed except by awriting signed by both Syncor and me." |
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           Executive accepts the payments described above in Paragraphs 3 and5 in full satisfaction of all such claims.

           10.           Confidential Information.  Executive has been and willcontinue to be employed by Syncor in a position that gives himaccess to sensitive information of a confidential nature, about theexecutives, officers and consultants of the Companies (collectivelyreferred to as the “Management”), as well as access toconfidential or proprietary information about theCompanies.

           For the purposes of this Agreement, the term “ConfidentialInformation” shall include, without limitation, sensitiveinformation of a confidential nature or any nonpublic informationrelating to the Management or Companies and with regard to theCompanies, nonpublic financial information, information concerningcompensation or benefit programs, internal projections, budgets,financial plans, marketing and advertising strategies or plans,promotional materials, vendor and product information, cost andprice information, the identity and lists of actual or potentialcustomers, vendors, executives, suppliers and distributors, sourcesof supply for capital equipment, test results or market studiesconcerning competitors and competitive products and any othermatters not specifically mentioned above which would constitute atrade secret. Executive acknowledges that the ConfidentialInformation derives independent economic value from not beingreadily known to or ascertainable by proper means by others who canobtain economic value from its disclosure or use and thatreasonable efforts have been made to maintain the secrecy of suchConfidential Information.

                      (a)           In addition to the obligations under any agreement regardingconfidentiality, trade secrets and intellectual property signed byExecutive (which shall remain in full force and effect to theextent not inconsistent with this Agreement), and any ethicalcommitments and common law obligations Executive may have to keepconfidences, but except as limited by Paragraphs 10(b) and 10(c)below, Executive further covenants and agrees to hold in confidenceall Confidential Information, whether or not in written form andwithout limitation as to when or how Executive may have acquiredsuch information, regarding the Management or the Companies, theiragents, officers, directors, executives, representatives, and theirpredecessors, successors, heirs, executors, administrators andassigns, both present and former.  Executive agrees to keepsuch Confidential Information confidential at all times during andafter Executive’s employment with Syncor, and that Executivewill neither disclose, furnish, disseminate, make available nor useany Confidential Information, for Executive’s own or a thirdparty’s benefit nor disclose or communicate such informationto any third party, person or entity, either before or afterExecutive’s termination of employment with Syncor.

                      (b)           Syncor agrees that once the sale of a CMI center has beenconsummated, Executive's covenants under Paragraph 10(a) aboveshall not apply to any part of the Confidential Information thatdeals specifically and solely with the operations of that CMIcenter that was sold, but only so long as such ConfidentialInformation does not constitute a valuable Syncor asset.  Forexample, Confidential Information involving the financialperformance, marketing and advertising strategies, or cost or priceinformation of the sold CMI center will be covered by the foregoingexception to Paragraph 10(a).  Any other ConfidentialInformation of Syncor involving that sold CMI center, including,without limitation, Confidential Information of that CMI centerthat relates to or that reveals Syncor's management of andstrategies with respect to CMI or the operations of Syncor, orConfidential Information that relates to a valuable Syncor asset,such as information relating to Project Light, shall not beincluded within the foregoing exception, it being understood thatsuch Confidential Information will continue to be governed byParagraph 10(a).

                      (c)           Executive’s obligations under Paragraph 10(a) shall not applyto any part of the Confidential Information that was or becamegenerally available to the public other than as a result ofdisclosure by Executive.  Further, Executive’sobligations under Paragraph 10(a) shall not apply to the disclosureof Confidential Information where such disclosure is required bylaw and Executive is subject to civil or criminal sanctions orpenalties for failing to disclose information, provided Executivegives Syncor prompt notice of any such situation and endeavors, andcooperates fully (to the extent consistent with his legal orethical obligations) with Syncor’s efforts, to prevent suchdisclosures, keep such disclosures to a minimum, and secureprotective orders or similar arrangements with respect toConfidential Information.

                      (d)           Executive will return to Syncor, prior to the Status Date, allmaterials including, without limitation, all ConfidentialInformation, reports, files, memoranda, and records, keys, accesscards, security passes or badges, computer files or disks and allother physical or personal property which Executive received,prepared or helped to prepare, in connection with Executive’semployment, together with copies in whatever form. 

           11.           Non-Solicitation. 

                      (a)           Non-Solicitation of Employees.  During the term of thisAgreement and continuing for a period of six months after theTermination Date, Executive shall not directly or indirectlyrecruit or solicit any Syncor employee.  Notwithstanding theforegoing, after the Status Date, Executive may solicit: (i) anySyncor employee who is no longer an employee of Syncor; (ii) anyCMI employee whose employment with Syncor has been placed underinactive status in connection with Syncor's decision to change itsoverall strategies with respect to its investments in the medicalimaging business; and (iii) beginning in January 1, 2003, anyemployee in Syncor's corporate headquarters whose principalresponsibilities as of the date hereof are toCMI.   

                      (b)           Non-Solicitation of Business.  During the term of thisAgreement, Executive shall not directly or indirectly solicit anycustomer of or business from a CMI facility so long as such CMIfacility remains part of Syncor.  During the term of thisAgreement, Executive shall not directly or indirectly solicit anycustomer of or business from any non-CMI, Syncorfacility.

                      (c)           Application of Restrictions.  The provisions of this Paragraph11 of this Agreement shall apply regardless of whetherExecutive’s employment with Syncor is, or is deemed to be,terminated voluntarily or involuntarily.

                      (d)           Abatement of Period of Restriction in Case of Breach.  In theevent of any breach or violation of the restrictions contained inthis Paragraph 11, the specified time period for observance ofthose restrictions shall abate during the time of any such breachor violation, and such time period remaining at the time of thebreach shall not begin to run again until the breach has been fullyand finally cured.

           12.           Enforcement.  Because Executive’s services areunique and because Executive has access to Confidential Informationand work product, the parties hereto agree that Syncor would bedamaged irreparably in the event any of the provisions ofParagraphs 8, 9, 10 or 11 hereof were not performed in accordancewith their specific terms or were otherwise breached and that moneydamages would be an inadequate remedy for any such non-performanceor breach.  Therefore, Syncor or its successors or assignsshall be entitled, in addition to other rights and remediesexisting in their favor, to an injunction or injunctions to preventany breach or threatened breach of any of such provisions and toenforce such provisions specifically (without posting a bond orother security).

           13.           Costs of Enforcement.  If Syncor complies with thisAgreement but Executive violates Executive’s commitments inParagraphs 8, 9, 10 or 11 of this Agreement, it is agreed thatSyncor may seek judicial enforcement of its rights under Paragraphs8, 9, 10 or 11, and it is agreed that Syncor shall be entitled torecover from Executive any costs it incurs (including reasonableattorney fees) in obtaining judicial enforcement, provided thatsuch costs recoveries shall not exceed the net amounts paid toExecutive under Paragraphs 3 and 5 of this Agreement.  IfExecutive complies with this Agreement but Syncor violates itscommitments in Paragraphs 1, 3, 5, or 7 of this Agreement, it isagreed that Executive may seek judicial enforcement of its rightsunder Paragraphs 1, 3, 5, or 7 and Executive shall be entitled torecover from Syncor any costs it incurs (including reasonableattorney fees) in obtaining judicial enforcement.

           14.           No Admission.  This Agreement is not an admission byany party of any violation of law or intention to violate anylaw.

           15.           Period for Review and Consultation.  Executive has beenadvised by Syncor to consult with an attorney regarding thisAgreement before signing it. Executive has been given 45 days afterthe date on which Executive received this Agreement to decidewhether to sign it, but has waived such 45-day period pursuant toParagraph 9(h)(vi) above.  By signing this Agreement,Executive acknowledges that Executive has read this Agreement,understands all of its provisions, and knowingly and voluntarilyagrees to all of its terms and provisions.

           16.           Revocation Period.  Once Executive has signed thisAgreement, Executive may still revoke it at any time during the7-day period after Executive received this Agreement, by deliveringwritten notice of revocation to Syncor within this 7-day period, asprovided in Paragraph 9(h)(vi) above.  This Agreement shallnot become effective or enforceable until this revocation periodhas expired without Executive having revoked this Agreement. Once this revocation period expires, if Executive has not revokedthis Agreement it will be a binding, nonrevocable agreement betweenExecutive and Syncor.

           17.           Notice.  Any notice or delivery under this Agreementshall be made respectively to:
|                                   | Sheila E. Coop                                           |
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|                                                                                                                                                                                                        | Senior Vice President,Human Resources and Communications |
|                                                                                                                                                                                                        | Syncor InternationalCorporation                          |
|                                                                                                                                                                                                        | 6464 CanogaAvenue                                        |
|                                                                                                                                                                                                        | Woodland Hills, CA 91367-2407                       |
|                                                                                                                                                                                                        |                                                |
|                                                                                                                                                                                                        | David L. Ward                                            |
|                                                                                                                                                                                                        | 2535 MontecitoAvenue                                     |
|                                                                                                                                                                                                        | Thousand Oaks, CA 91362                             |

           18.           No Mitigation.  Syncor agrees that the Executive is notrequired to seek other employment or to attempt in any way toreduce any amounts payable to the Executive by Syncor. Further, the amount of any payment or benefit provided in thisAgreement (other than as provided for in Paragraph 5(a)) shall notbe reduced by any compensation earned by the Executive as a resultof Employment by another employer.

           19.           Successors; Binding Agreement. In addition to anyobligations imposed by law upon any successor to Syncor, Syncorwill require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of Syncor, to expresslyassume and agree to perform this Agreement in the same manner andextent to which Syncor would be required to perform it if no suchsuccession had taken place.  Failure of Syncor to obtain suchassumption and agreement shall constitute a breach of thisAgreement and shall entitle the Executive to compensation andbenefits from Syncor in the same amount and on the same termsherein.

This Agreement shall inureto the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators,successors or heirs.  If the Executive shall die while anyamount would still be payable to the Executive hereunder if theExecutive had continued to live, all such amounts will be paid inaccordance with the terms of this Agreement to the executors,personal representatives or administrators of the Executive’sestate.

           20.           Severability.  The provisions of this Agreement areseverable.  If any part of it is found to be unenforceable,all other provisions shall remain fully valid andenforceable.

           21.           Choice of Laws.  This Agreement shall be governed bythe substantive laws of the State of California as applied tocontracts entered into and to be performed entirely within suchstate by residents thereof.

           22.           Entire Agreement.  This Agreement is the completeunderstanding between Syncor and Executive on the matters to whichthe parties agree in it, and Executive is not relying on anystatement other than the provisions of this Agreement.  Noother promises or agreements shall be binding unless in a writingsigned by the parties to this Agreement.  This Agreementcancels any and all prior employment agreements, written or oral,if any, between Syncor and Executive, except that any commitment ofExecutive concerning confidentiality, non-competition,non-solicitation and intellectual property shall remain in effectuntil the Status Date, it being understood that such commitmentswould strictly be governed by this Agreement thereafter.

  
|                                                   | **SYNCOR INTERNATIONALCORPORATION**

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|                                                                                                                                                                                                                                                                                                        | By:  /s/ SheilaCoop                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                        | Its:  Sr. VicePresident,         Human Resources& Communications                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                        | Date:  April 5,2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|                                                                                                                                                                                                                                                                                                        |   

**DAVID L.WARD**

  

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|                                                                                                                                                                                                                                                                                                        | Date:  April 5,2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |