**SCHEDULE14A INFORMATIONPROXY STATEMENT PURSUANT TO SECTION 14(A)OF THE SECURITIES EXCHANGE ACT OF 1934**

Filed by Registrant [x]Filed by a Party other than the Registrant  [ ]

Check the appropriatebox:

[ ]          Preliminary Proxy Statement[ ]          Confidential, for Use of the Commission Only (as permitted by sec.14a-6(e)(2))[x]           Definitive Proxy Statement[ ]          Definitive Additional Materials[ ]          Soliciting Materials Pursuant to sec. 14a-11(c) or Rule14a-12

SYNCORINTERNATIONAL CORPORATION_____________________________________________________________________________________________(Name of Registrant as Specified in Its Charter)_____________________________________________________________________________________________

(Name of Person(s) FilingProxy Statement, if other than the Registrant)

Payment of Filing Fee(Check the appropriate box):

[x]           No Fee Required.

[ ]           Feecomputed on table below per Exchange Act Rules 14a-6(i)(1) and0-11.

               (1)          Title of each class of securities to which transactionapplies:_____________________________________________________________________________________________               (2)          Aggregate number of securities to which transaction applies:_____________________________________________________________________________________________
|            | (3)     | Per unit price or otherunderlying value of transaction computed pursuant to Exchange ActRule 0-11 (Set forth the amount on which the filing fee iscalculated and state how it was determined): |
|--------------------------------------------------------------|-----------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

_____________________________________________________________________________________________               (4)          Proposed maximum aggregate value of transaction:_____________________________________________________________________________________________               (5)          Total fee paid:_____________________________________________________________________________________________[ ]           Feepaid previously with preliminary materials:_____________________________________________________________________________________________
| [ ]     | Check box if any part ofthe fee is offset as provided by Exchange Act Rule 0-11(a)(2) andidentify the filing for which the offsetting fee was paidpreviously. Identify the previous filing by Registration Statementnumber, or the Form of Schedule and the date of itsfiling. |
|----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

               (1)          Amount previously paid:_____________________________________________________________________________________________               (2)          Form, Schedule or Registration Statement No:_____________________________________________________________________________________________               (3)          Filing Party:_____________________________________________________________________________________________               (4)          Date Filed:_____________________________________________________________________________________________

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May 13, 2002

****

**NOTICEOF ANNUAL MEETING OF STOCKHOLDERS**

****

**DearStockholder:**

We cordially invite you toattend the Annual Meeting of Stockholders of Syncor InternationalCorporation on Monday, June 17, 2002, beginning at 1:00 p.m. localtime.  We will hold the meeting at the Warner Center HiltonHotel, 6360 Canoga Avenue, Woodland Hills, California91367.

We enclose the ProxyStatement and the Annual Report for the year ended December 31,2001.  This Notice of the Annual Meeting and the ProxyStatement on the following pages cover the formal business of themeeting, including the consideration of the followingproposals:
|                         | (1)                                              |     | To elect threeDirectors;                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|--------------------|-----------------------------------------------------------------------------------------------------------|
|                                                                                                                                            |          |     |                                                                                                           |
|                                                                                                                                            | (2)                                              |     | To ratify the selection ofKPMG LLP as our independent auditors for the 2002 fiscalyear;                   |
|                                                                                                                                            |          |     |                                                                                                           |
|                                                                                                                                            | (3)                               |                    | To approve the EmployeeStock Purchase Plan; and                                                           |
|                                                                                                                                            |          |                    |                                                                                                           |
|                                                                                                                                            | (4)                                              |                    | To act upon such othermatters as may properly come before the meeting and any adjournmentor postponement. |

We urge you to reviewcarefully the discussion of the proposals in the Proxy Statementbefore you vote your proxy.

To ensure that your sharesare represented, even if you plan to attend the meeting in person,we ask that you complete, date, sign and return the enclosed proxycard in the accompanying envelope today.  You may revoke yourproxy at any time prior to the time it is voted.

We look forward towelcoming you at the Annual Meeting.

Sincerely,

/s/MontyFu                                                     /s/Robert G. Funari**MontyFu                                                       Robert G. FunariChairman of theBoard                                 President and Chief Executive Officer**

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**SYNCORINTERNATIONAL CORPORATION**

****

**6464Canoga AvenueWoodland Hills, California  91367-2407**

**                                                               **

****

**PROXYSTATEMENTfor Annual Meeting on June 17, 2002**

                                                               

**PERSONSMAKING THE SOLICITATION**

We solicit this proxy onbehalf of our Board of Directors for our annual stockholders'meeting to be held June 17, 2002 at the Warner Center Hilton Hotel,6360 Canoga Avenue, Woodland Hills, California 91367-2407,beginning at 1:00 p.m. local time.  We began the mailing ofour proxy statement and form of proxy/voting instruction card onMay 13, 2002.  We will bear all expenses incurred inconnection with the solicitation.  In addition to solicitationby mail, our Directors, executive officers and other employees mayalso solicit proxies in person or by telephone or otherwise. They will not be specifically compensated for suchservices.

**GENERALINFORMATION ABOUT VOTING BY PROXY OR IN PERSON**

You may cast your votes byproxy or in person.  For purposes of determining the presenceof a quorum, we will treat shares represented by proxies thatreflect abstentions as shares that are present and entitled tovote.  Abstentions, however, do not constitute a vote "for" or"against" any matter.  We will also treat "broker non-votes"(i.e., shares held by brokers or nominees as to which instructionshave not been received from the beneficial owners or other personsentitled to vote and that the broker or nominee does not havediscretionary power to vote on a particular matter) as shares thatare present and entitled to vote.  However, for purposes ofdetermining the outcome of any matter as to which the broker doesnot have discretionary authority to vote, those shares will betreated as not present and not entitled to vote (even though thesame shares are present for quorum purposes and may be entitled tovote on other matters).

Your may revoke your proxyat any time before the stockholders' meeting by filing an executedwritten revocation or an executed proxy bearing a later date withthe Secretary of Syncor, at our principal executive office at 6464Canoga Avenue, Woodland Hills, California 91367-2407.  Theexecution of the enclosed proxy will not affect your right to votein person should you find it convenient to attend the AnnualMeeting.

**VOTINGSECURITIES**

The number of shares ofour common stock outstanding and entitled to vote at the AnnualMeeting is 24,764,417 shares.  Each share is entitled to onevote, and the stockholders are not entitled to cumulate their votesin the election of Directors.  Only stockholders of record atthe close of business on April 22, 2002, are entitled to notice andto vote at the stockholders' meeting.  Shares represented byall valid proxies will be voted according to the instructionscontained in the proxies.  **IN THE ABSENCE OF INSTRUCTIONS,SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED IN ACCORDANCEWITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.  WITHRESPECT  TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THEMEETING, THE PROXY HOLDERS WILL VOTE THE PROXY IN ACCORDANCE WITHTHEIR BEST JUDGMENT.**

The presence, either inperson or by proxy, of the persons owning a majority of our sharesentitled to vote is necessary for a quorum for the transaction ofbusiness.  A plurality of the votes cast will elect theDirectors.  Approval of each other proposal to be broughtbefore the stockholders' meeting will require the affirmative voteof at least the majority in voting interests of the stockholderspresent, in person or by proxy, at the stockholders' meeting andentitled to vote thereon.

1

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**SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS**

The following table setsforth certain informa­tion concerning persons known to us toown beneficially more than five percent of our outstanding commonstock (our only class of voting securities).  The informationis based on Section 13(g) filings made with the Securities andExchange Commission on or before April 10, 2002.  Allownership is direct except as otherwise noted.
| Name and Address Of Beneficial Owner _________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Amount and Nature of Beneficial Ownership __________________                                                                                                                                                                                                     | Percent of Class (1) ________                                                                                                                                                                          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **                                                                                                           North Star ESOP & Fiduciary Services, LLC**(2) 500 West Madison Street, Suite 3800 Chicago, IL  60661 |                                           2,942,125 |                                  11.9% |
| **FMR Corp.**82 Devonshire Street, Boston, MA 02109                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2,528,300                                                                                                                                                                                                                                                        | 10.2%                                                                                                                                                                                                  |
| **Monty Fu**(3) 6464 Canoga Avenue, Woodland Hills, CA 91367-2407                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 1,962,757                                                                                                                                                                                                                                                        |   7.8%                                                                                                                                                                                            |

________________________
| (1)                                                                            | Calculated on the basis of24,756,517 shares (excluding treasury shares) outstanding as ofMarch 31, 2002. Percentages are calculated including option sharesnot outstanding which the beneficial owner has a right to acquirewithin 60 days of March 31, 2002.                                                                                 |
|--------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                                     |
| (2)                                                                            | Trustee of our Employees'Savings and Stock Ownership Plan ("ESSOP").  The trustee willvote the ESSOP shares in accordance with the instructions of thebeneficial owners. With respect to ESSOP shares for which no votinginstructions are given by the beneficial owners, the Company maydirect the trustee on how to vote those shares. |
|                                                                      |                                                                                                                                                                                                                                                                                                                                     |
| (3)                                                                            | Includes 513,592 optionshares that are exercisable on March 31, 2002 or within 60 daysthereafter, 22,291 ESSOP shares as of March 31, 2002, and 34,840shares held as trustee for his children.                                                                                                                                                |

2

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**SECURITYOWNERSHIP OF MANAGEMENT**

The following table setsforth, as of March 31, 2002, the beneficial ownership of our commonstock by each of our Directors and executive officers named in the"Summary Compensation Table."  All ownership is direct unlessotherwise noted.
| Name of Beneficial Owner ______________________                                                                                                                                                               | **                                                                                      **Amount and Nature of Beneficial Ownership ___________________ | ****Percent of Class (1) _______                                                                                                                    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| Dr. Steven B.Gerber                                |                                110,555                                                                                                                                                                                                                                                                                                                                                                                                     |    (2)                      | (*) |
| George S. Oki                                                                                                                                                                                                 | 43,204                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |    (3)                                                                                                                               | (*) |
| Bernard Puckett                                                                                                                                                                                               | 3,352                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |    (4)                                                                                                                               | (*) |
| Arnold E. Spangler                                                                                                                                                                                            | 102,155                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |    (5)                                                                                                                               | (*) |
| Dr. Henry N. Wagner, Jr.                                                                                                                                                                                      | 13,665                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |    (6)                                                                                                                               | (*) |
| Dr. Gail R. Wilensky                                                                                                                                                                                          | 63,681                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |    (7)                                                                                                                               | (*) |
| Ronald A. Williams                                                                                                                                                                                            | 58,769                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |    (8)                                                                                                                               | (*) |
| Robert G. Funari                                                                                                                                                                                              | 1,043,741                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |    (9)                                                                                                                               | 4.1% |
| Monty Fu                                                                                                                                                                                                      | 1,962,757                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |    (10)                                                                                                                              | 7.8% |
| Rodney E. Boone                                                                                                                                                                                               | 57,441                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |    (11)                                                                                                                              | (*) |
| David L. Ward                                                                                                                                                                                                 | 193,739                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |    (12)                                                                                                                              | (*) |
| Haig S. Bagerdjian (13)                                                                                                                                                                                       | 912,927                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |    (13)                                                                                                                              | 3.6% |
| All Directors and executive officers as a group (16 individuals)                                                                                                                                              | 5,135,004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |    (14)                                                                                                                              | 18.9% |

___________________________________
| (1)                                                                                        | Calculated on the basis of24,756,517 shares (excluding treasury shares) of our common stockoutstand­ing as of March 31, 2002.  Percentages andamounts are calculated including shares not outstanding which theindividual has a right to acquire pursuant to options exercisableon March 31, 2002 or within 60 days thereafter. Exceptions arenoted for each individual.  The executive officers' ESSOPshares are included and separately noted for named executiveofficers in the following notes.  The ESSOP number andpercentage are as of March 31, 2002 but does not include any bonusshares for 2001 or matching shares for the first quarter of2002. |
|--------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (2)                                                                                        | Includes 25,555 optionshares and 85,000 shares held as co-trustee for hischildren.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (3)                                                                                        | Includes 17,155 optionshares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4)                                                                                        | All optionshares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (5)                                                                                        | Includes 17,155 optionshares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (6)                                                                                        | Includes 8,755 optionshares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (7)                                                                                        | Includes 43,555 optionshares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

3

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|                                                                                  |                                                                                                                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8)                                                                                        | Includes 30,422 optionshares.                                                                                                                                                                                                                                             |
|                 |                                                                                                                                                                                                                                                                 |
| (9)                                                                                        | Includes 722,100 optionshares and 9,481 shares under the ESSOP.                                                                                                                                                                                                           |
|                                                                                  |                                                                                                                                                                                                                                                                 |
| (10)                                                                                       | Includes 513,592 optionshares, 22,291 shares under the ESSOP, and 34,840 shares held astrustee for his children.                                                                                                                                                          |
|                                                                                  |                                                                                                                                                                                                                                                                 |
| (11)                                                                                       | Includes 57,220 optionshares and 220 shares under the ESSOP.                                                                                                                                                                                                              |
|                                                                                  |                                                                                                                                                                                                                                                                 |
| (12)                                                                                       | Includes 155,616 optionshares and 174 shares under the ESSOP.                                                                                                                                                                                                             |
|                                                                                  |                                                                                                                                                                                                                                                                 |
| (13)                                                                                       | Includes 474,704 optionshares and 5,982 shares under the ESSOP. Mr. Bagerdjian ceased tobe an executive officer of Syncor on January 31, 2002.  Hewill retain his title of Executive Vice President and provideconsulting services to Syncor until January 31, 2004. |
|                                                                                  |                                                                                                                                                                                                                                                                 |
| (14)                                                                                       | Includes  2,466,653option shares and 61,067 shares under the ESSOP.                                                                                                                                                                                             |
|                                                                                  |                                                                                                                                                                                                                                                                 |
| (*)                                                                                        | Less than 1%.                                                                                                                                                                                                                                                             |

**PROPOSALONE: ELECTION OF DIRECTORS**

The three nominees beloware successors to the class whose term expires at this AnnualMeeting and, if elected, will serve until the annual stockholders'meeting in 2005 when their respective successors are duly electedand qualified.  The three nominees currently serve asDirectors for us.

In the event that any ofthem should be unable to serve, the proxies named on the enclosedproxy card will vote in their discretion for such other persons asthe Board of Directors may recommend, unless the Board reduces thenumber of Directors to eliminate any vacancies.

The Board of Directorsrecommends that the stockholders vote FOR the election of thenominees named.  Unless otherwise instructed, the proxies willvote for all of the nominees.  The shares represented inperson and by proxy cannot be voted for more than threenominees.

**Nomineesfor Election**
| **Monty Fu**                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                              | Directorsince May 17, 1985                                                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                |                                                                    |                                    Age:55 |

Mr. Fu has served as ourChairman of the Board of Directors since May 1985.  In 1975,Mr. Fu co-founded Pharmatopes, Inc., a radiopharmaceutical companyout of which our present company evolved.  Mr. Fu also servedas our Chief Executive Officer from May 1985 until February1989.  Mr. Fu has a B.S. in Pharmacy with a specialization inNuclear Pharmacy.

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| **Henry N. Wagner, Jr.,M.D.**                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                | Director since August 3,1992                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                       |                                    Age:74 |

Dr. Wagner has spent morethan 30 years at The Johns Hopkins University, pioneeringradioactive diagnostics and treatments.  He is currently aProfessor of Radiological Science and Environmental HealthSciences, as well as the Director of the Division of RadiationHealth Sciences.  Dr. Wagner and his work have been nationallyand internationally recognized with numerous honors and awards,including the prestigious American Medical Association's ScientificAchievement Award.  Dr. Wagner is a member of manyprofessional societies, including the Institute of Medicine, andserves on several research committees for such organizations as theNational Institutes of Health, National Research Council and theNuclear Regulatory Commission.
| **Ronald A.Williams**                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                      | Directorsince December 4, 1998                                                                                                                                                                                                                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                |                                           Age: 52 |

Mr. Williams has served asExecutive Vice President and Chief of Health Operations of AetnaInc. since March 2001.  Prior to joining Aetna, he was at BlueCross of California, where he served as President from May 1996until March 2001, and in other managerial positions between 1987and May 1996.  Mr. Williams received a Master of Science inManagement from the Massachusetts Institute of Technology (MIT),and a B.A. in Psychology from Roosevelt University.  While atMIT, he was a Sloan Fellow, as well as a Bush LeadershipFellow.

**CONTINUING DIRECTORS**

****

**Directors Whose Terms Expire In2003**

****
| **Steven B. Gerber,M.D.**                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                  | Directorsince May 1, 1990                                                                                                                                                                                                                                    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                  |                                         Age: 48 |

Dr. Gerber has been aManaging Director for CIBC World Markets since 1993, and its headof health care research since 1997.  Dr. Gerber has an M.B.A.in Finance from the University of California, Los Angeles, and is aboard-certified internist and cardiologist with subspecialtytraining in Nuclear Cardiology.  He received his M.D. fromTufts University and a B.A. in Psychology from BrandeisUniversity.  He is also a director of Intracel Corp. andImmusol, Inc.
| **Arnold E.Spangler**                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | Directorsince August 9, 1985                                                                                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                  |                                         Age: 53 |

Mr. Spangler has been aManaging Director of Mancuso & Company, a private merchantbanking firm, since 1993. Mr. Spangler was a Managing Director ofPaineWebber Incorporated and a Co-Director of its mergers andacquisitions department from 1989 to 1991, and a General Partner inthe investment banking firm of Lazard Freres & Co., where heworked primarily in the areas of mergers and acquisitions andfinancial advising, from 1983 to 1989.  Mr. Spangler has aB.S. in Economics from Iowa State University and an M.B.A. fromHarvard Business School.

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| **Dr. Gail R.Wilensky**                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                  | Directorsince July 12, 1993                                                                                                                                                                                                                            |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                  |                                         Age:58 |

Dr. Wilensky'sprofessional career spans more than 30 years of policy analysis,management, and university-level teaching.  She has been theJohn M. Olin Senior Fellow at Project HOPE, an international healthfoundation, since 1993, and the Co-Chair of the President's TaskForce to Improve Health Care for Our Nation's Veterans since May2001.  From 1997 to 2001, she was also chair of the MedicarePayment Advisory Commission.  She was chair of the PhysicianPayment Review Commission from 1995 to 1997.  From 1992 to1993, she served in the White House as Deputy Assistant to thePresident for Policy Development.  Before joining the WhiteHouse staff, she was the Administrator of the Health Care FinancingAdministration (now known as the Centers for Medicare and MedicaidServices) in the Department of Health and Human Services for twoyears.  Dr. Wilensky is an elected member of the Institute ofMedicine of the National Academy of Sciences.  She is adirector of Advanced Tissue Sciences, Inc., UnitedHealth GroupIncorporated, Quest Diagnostics Incorporated, Manor Care, Inc., andGentiva Health Services, Inc., and is a Trustee of the CombinedBenefits Fund of the United Mine Workers of America.

**Directors Whose Terms Expire In2004**
| **Robert G.Funari**                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                  | Directorsince January 23, 1995                                                                                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                  |                                          Age:54 |

Mr. Funari has served asour Chief Executive Officer since July 1996, and as our Presidentsince January 1996.  Mr. Funari joined us in August 1993 asExecutive Vice President and Chief Operating Officer.  Priorto joining us, Mr. Funari was Executive Vice President and GeneralManager for McKesson Drug Company.  From 1975 to 1992, Mr.Funari held a number of key management positions with BaxterInternational and its subsidiaries, including Corporate VicePresident and President of its Pharmaseal Division.  Mr.Funari has a B.S. in Mechanical Engineering from Cornell Universityand an M.B.A. from Harvard Business School.  Mr. Funari alsoserves as a director of Pope & Talbot, Inc., a publicly tradedcompany, and the following non-publicly traded financialinstitutions: Peninsula Banking Group, Inc., Bay Cities NationalBank, and Community First Financial Group, Inc.
| **George S.Oki**                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                  | Directorsince May 17, 1985                                                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                  |                                        Age: 51 |

Mr. Oki has been theChairman of the Board of Meta Information Services Inc. since 1993and its President since 1996.  Mr. Oki was a Director of ourpredecessor corporation from July 1982 to August 1983 and fromDecember 1984 until its merger with us in January 1986.  Mr.Oki has a B.S. degree in Horticulture from Colorado StateUniversity and an M.B.A. from the University of SouthernCalifornia.  He is the brother-in-law of Monty Fu.
| **BernardPuckett**                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                  | Directorsince January 2, 2001                                                                                                                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                  |                                        Age: 57 |

Mr. Puckett has been aprivate investor since January 1996.  From January 1994 toJanuary 1996, Mr. Puckett was President and then President andChief Executive Officer of Mobile Telecommunication TechnologiesCorporation.  From 1967 to 1994, he was at IBM Corp., where heheld a variety of positions, including Senior Vice President ofCorporate Strategy and Development and Vice President and GeneralManager, Applications Software.  Mr. Puckett is also adirector of P-Com, Inc., Openwave System, Inc. and IMSHealth.

6

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**INFORMATION CONCERNING OPERATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES**

In order to facilitate thehandling of various functions of the Board of Directors, the Boardhas appointed a standing Audit Committee, Compensation Committee,Nominating and Governance Committee, Quality Committee and OfficerDirector Committee.  The current membership of the committeesis as follows, with the chairman of each committee identified by anasterisk:
| **Audit Committee**                          |  | **Compensation Committee**                  |  | **Nominating and Governance Committee**            |  | **Quality Committee**                                   |  | **Officer Director Committee** |
|----------------------------------------------|--|---------------------------------------------|--|----------------------------------------------------|--|---------------------------------------------------------|--|--------------------------------|
|                                    |  |                                   |  |                                          |  |                                                    |  |                           |
| Steven Gerber* Arnold Spangler Gail Wilensky |  | George Oki Arnold Spangler* Ronald Williams |  | Monty Fu Robert Funari George Oki* Ronald Williams |  | Robert Funari Steven Gerber Henry Wagner Gail Wilensky* |  | Monty Fu* Robert Funari        |

**AuditCommittee.** The functions of this Committee include review of those mattersthat primarily relate to a financial audit of us and oursubsidiaries, including (i) the findings of the independentauditors, (ii) the accounting principles used by us and actual orimpending changes in financial accounting requirements, (iii) thefinancial and accounting controls, and (iv) the recommendations bythe independent auditors.  The Report of the Audit Committeeis contained below in this Proxy Statement.  The committeeheld seven meetings in 2001.

**CompensationCommittee.** The functions of this Committee include (i) the review of theperformance of the Chief Executive Officer and other executiveofficers, (ii) the annual review, examination and approval, asneeded, of salary ranges and salaries for the executive officersand compensation for non-employee Directors, (iii) the review ofcompensation arrangements involving major acquisitions, salaryadministration policy, fringe benefit policy and other compensationmatters as requested by the Board of Directors, and (iv) theadministration of the Company's various stock and other incentiveplans. The committee held six meetings in 2001.

**Nominating andGovernance Committee.**  The functionsof this Committee include (i) setting-up procedures for identifyingnominees for Director positions, (ii) reviewing prospective newmembers of the Board of Directors and nominations for successiveterms of current Board members, (iii) making recommendations to theBoard of Directors for nominees for Director positions**,** (iv)reviewing the governance structure of the Board, and (v) advisingand making recommendations to the Board on matters concerningdirectorship practices.  The committee will consider thepossible nomination as Directors of persons recommended bystockholders.  Any such recommendations should be in writingand should be mailed or delivered to us, marked for the attentionof the Nominating and Governance Committee, on or before the datefor receipt of stockholder proposals for the next annualmeeting.  The committee held one meeting in 2001.

**QualityCommittee.**  The functions of thisCommittee include establishing strategic priorities for quality,assessment and evaluation of quality standards and determining whowill carry out the process. The committee also establishesexpectations and reviews plans and procedures to improve ourquality standards. The committee held one meeting in2001.

**Officer DirectorCommittee.** The committee reviews current and past compensation ofnon-employee Directors and administers various incentive plansrelating to the compensation of our Directors with stock or stockoptions.  The committee held one meeting in 2001.

**Board ofDirectors.** The Board of Directors held 16 meetings in 2001, eleven ofwhich were telephonic.   Each of the Directors attended morethan 75 percent of the total number of meetings of the Board ofDirectors and the total number of meetings held by the BoardCommittees on which he or she served.

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**COMPENSATION OF DIRECTORS**

****

**Compensation ofDirectors.** Each non-employee Director receives an annual retainer of $15,000,plus a fee of $1,000 per day for regular Board meetings (includingone travel day per meeting if traveling outside of their homestates) and $500 per telephonic meeting.  The Chairmen of theCompensation Committee and the Audit Committee each receive anadditional annual fee of $2,500.  Non-employee Directors arealso eligible to participate in our Executive Deferral Plan,pursuant to which we contribute on behalf of the non-employeeDirector an amount equal to 25% of the deferredcompensation.

Starting in 2002, theDirectors may elect to receive stock options in lieu of all or anyportion of his or her annual retainer.  A Director who makessuch an election will receive $4 worth of options (based on a BlackScholes valuation at the time of grant) for every $1 in retainerexchanged.  The Director must make the election prior to thebeginning of the fiscal year during which the retainer isearned.

In addition to their fees,non-employee Directors receive stock incentives in order to closelyalign their interests with our  stockholders' interests. Under the 2000 Master Stock Incentive Plan, non-employee Directorsare eligible to receive annual stock option grants.  Basedupon the transitional formula plan approved by the stockholders in2001, Dr. Wagner and Mr. Williams each received an option grant for2,490 shares in 2001, and Mr. Oki received an option grant for6,245 shares.  In 2002, Dr. Gerber, Mr. Spangler and Dr.Wilensky will each receive a stock option grant for 3,735 shares,and all other continuing Directors will each receive stock optiongrants for 5,000 shares.  Starting in 2003, all continuingDirectors will each receive stock option grants for 5,000 shares(to vest after one year), and each newly-appointed or newly-electednon-employee Director will receive an initial stock option grantfor 10,000 option shares (50% to vest after one year, and 50% tovest after two years).

8

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**IDENTIFICATION OF EXECUTIVEOFFICERS**

The following persons areall of our executive officers.  Our executive officers serveat the discretion of the Board of Directors.

****
|                                                                                                                                                                                                              |                                                                    | **Directorand/or**                                                                                                                                           |                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------|
| **Name**                                                                                                                                                                                                     | **Age**                                                            | **OfficerSince**                                                                                                                                             | **Position(s)**                                                 |
|                                    |             |                            |                                                            |
| Robert G.Funari                                                                                                                                                                                              | 54                                                                 | August 1993                                                                                                                                                  | Director, President andChief Executive Officer                  |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| Monty Fu                                                                                                                                                                                                     | 55                                                                 | May 1985                                                                                                                                                     | Director and Chairman ofthe Board                               |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| Rodney E. Boone                                                                                                                                                                                              | 44                                                                 | June 2000                                                                                                                                                    | Executive Vice President;President and Chief Executive Officer, |
|                                                                                                                                                                                                              |                                                                    |                                                                                                                                                              | Syncor PharmaceuticalServices                                   |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| David L. Ward                                                                                                                                                                                                | 46                                                                 | March 1999                                                                                                                                                   | Executive Vice President;President and Chief Executive Officer, |
|                                                                                                                                                                                                              |                                                                    |                                                                                                                                                              | Comprehensive MedicalImaging, Inc.                              |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| Jack L. Coffey                                                                                                                                                                                               | 50                                                                 | April 1989                                                                                                                                                   | Senior Vice President,Quality and Regulatory                    |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| Sheila H. Coop                                                                                                                                                                                               | 61                                                                 | November 1992                                                                                                                                                | Senior Vice President,Human Resources and Communications        |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| William P.Forster                                                                                                                                                                                            | 62                                                                 | May 2001                                                                                                                                                     | Senior Vice President,Treasurer and Chief Financial Officer     |
|                                                                                                                                                                                                         |                                                               |                                                                                                                                                         |                                                            |
| Lewis W. Terry                                                                                                                                                                                               | 45                                                                 | June 2001                                                                                                                                                    | Senior Vice President andChief Information Officer              |

**BUSINESSEXPERIENCE OF EXECUTIVE OFFICERS**

Mr. Robert Funari’sand Mr. Monty Fu’s business experiences are describedabove.  The following is a description of the businessexperiences of the other executive officers.

**Rodney E.Boone**  hasserved as our Executive Vice President and as President and ChiefExecutive Officer of Syncor Pharmaceutical Services since June2000.  Prior to joining us, Mr. Boone was with AllegianceCorporation, a subsidiary of Cardinal Health, where he served asPresident, West Region, and Corporate Officer from June 1998 toJune 2000, Vice President of Business Development from June 1996 toMay 1998, Vice President of Support Services from August 1994 toMay 1996, and in other management positions from April 1993 toAugust 1994.  Mr. Boone received his B.S. in American Studiesfrom Oregon State University in 1980.

**Jack L.Coffey**  has served as our SeniorVice President, Quality and Regulatory, since January 2001. He was our Corporate Vice President, Quality and Regulatory, fromJuly 1996 until January 2001, and before that served as our VicePresident in various capacities.  He joined Nuclear Pharmacy,Inc., our predecessor, in 1984 as Director of Radiation Services.Mr. Coffey received a Bachelor of Science degree from CumberlandCollege in 1973 and a Master's Degree in Radiation Biology in 1978from the University of Tennessee. He is also a certified healthphysicist.

9

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**Sheila H.Coop**  has served as our Senior VicePresident, Human Resources and Communications, since January2001.  She was our Corporate Vice President, Human Resources,from 1992 until January 2001.  Ms. Coop joined us in July1991, as Director of Human Resources.  Prior to joiningSyncor, Ms. Coop was a Senior Human Resources Consultant withJorgensen and Associates.  From 1988 to 1990, Ms. Coop wasDirector of Human Resources for Daylight Transport, Inc., anational transportation company.  Ms. Coop received a Bachelorof Science degree from the University of California, Los Angeles,and a Certificate of Professional Designation in Human ResourcesManagement from the University of California, Los Angeles, Schoolof Law and Graduate School of Business in 1983.

**William P.Forster**  has served as our SeniorVice President, Treasurer and Chief Financial Officer since May2001. Prior to joining us, Mr. Forster served as Executive VicePresident and Chief Financial Officer of Stadtlander Drug Companyfrom October 1998 until the company was acquired in January 1999,as Chief Financial Officer of Voyager Expanded Learning fromNovember 1999 until July 2000, and as a financial consultant forvarious companies, including Syncor, from August 2000 until April2001.  Prior to joining Stadtlander Drug Company, Mr. Forsterheld several executive-level positions with Baxter Internationalduring his 15-year tenure with the company, including VicePresident, Finance for the company's Caremark International,Pharmaseal and Baxter Canada divisions.  Mr. Forster receivedhis B.S. in business from Robert Morris University, and his MBAfrom Pepperdine University.

**Lewis W.Terry**  has served as our Senior VicePresident and Chief Information Officer since June 2001. Prior to joining us, Mr. Terry was with Global Crossing, Ltd. fromJuly 1999 to June 2001, where he first served as Global ProgramDirector and later as Vice President, Corporate InformationSystems.  Prior to Global Crossing, Mr. Terry spent 22 yearsat Chevron Corporation serving in various management capacitiesboth domestically and internationally.  Mr. Terry received hisB.S. in management from Pennsylvania State University and his MBAfrom Golden Gate University.

****

**David L.Ward**  has served as our ExecutiveVice President and as President and Chief Executive Officer ofComprehensive Medical Imaging, Inc., since March 1999.  Priorto joining us, Mr. Ward was with American Rehability Services,Inc., where he served as President from November 1997 untilFebruary 1999, and as Chief Operating Officer from May 1996 untilOctober 1997.  From 1988 to 1996, Mr. Ward held variousmanagerial positions with NovaCare, Inc., including RegionPresident.  Mr. Ward received his B.S. in Journalism/PublicRelations from the University of Kansas.

**REPORTOF THE COMPENSATION COMMITTEE**

*The following Report ofthe Compensation Committee and the performance graphs includedelsewhere in this Proxy Statement do not constitute solicitingmaterial and should not be deemed filed or incorporated byreference into any of our other filings under the Securities Act of1933 or the Securities Exchange Act of 1934, except to the extentwe specifically incorporate this Report or the performance graphsby reference therein.*

**

Our executive compensationprogram is administered by the Compensation Committee of the Boardof Directors. The Compensation Committee reviews management'ssuggestions on executive base salary compensation, annual incentivecompensation and long-term incentives, evaluates the executiveofficers' performance, and makes recommendations to the Board ofDirectors.

10

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*The Committee’sGoals*

In determining thecompensation recommendations for executive officers to the Board ofDirectors, the Committee’s goals are: (1) to attract, retainand motivate a highly capable and experienced executive officergroup; (2) to link pay to the officer's performance, his or herdivision's or department's performance, and Syncor's performance;and (3) to align executive compensation with stockholderinterests.  Consistent with these objectives, the Committeemakes a high proportion of executive officer compensation dependenton long-term performance and on enhancing stockholder value. The Committee also encourages stock ownership as a way for anemployee to continually focus on growing stockholdervalue.

In determining totalcompensation for each executive officer, Syncor also takes intoconsideration Internal Revenue Service regulations which limitcorporate deductions to $1,000,000 per executive officer forcompensation not qualified under Section 162(m) of the InternalRevenue Code.

**

*BaseSalaries*

The Committee annuallyreviews salary levels of executive officers using data frompublicly traded biopharmaceutical companies and companies in theS&P SmallCap Healthcare Index, with similar net sales andnumber of employees, as well as data from executive compensationsurveys comparing companies of similar size.  The salarylevels for 2001 and 2002 were targeted for the median of salariesof corresponding positions at the benchmark companies.

*Annual IncentiveCompensation*

The Compensation Committeedesigned the annual incentive compensation for 2001 to beconsistent with (a) overall Company performance measured inSyncor's earnings per share, or EPS, and return on assets, and (b)the officer’s performance measured by successful achievementof specific performance goals.  The EPS target was notachieved, and therefore no annual incentive bonuses were given tothe officers for 2001.

Individual performancegoals are established each year based on recommendations of theChief Executive Officer, as approved by the Compensation Committeeand the Board of Directors. Individual performance, in turn, ismeasured by “individual incentive plan objectives” or**“**IIPOs,” a goal-oriented measure used toevaluate the performance of officers against established individualand department objectives.  Annual incentive compensation forSyncor's executive officers can increase or decrease significantlyif individual performance or Syncor's performance exceeds, or failsto achieve, targeted performance levels.  Assuming that theEPS and return on invested capital, or ROIC, targets are achievedin 2002, and an officer achieves 100% of his or her IIPOs, theexecutive officer will receive as his or her annual incentivecompensation an amount equal to 50% to 85% of base salary, asapproved in advance by the Board of Directors.

11

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*Long TermIncentives*

To better align theinterests of stockholders and management, we implemented thePerformance Equity Plan for officers in 1998.  The Plan is aperformance-based long-term incentive compensation program designedto link executive rewards more directly to the increase ofstockholder value through stock price growth.  The Planprovides for the vesting of stock options upon the attainment ofcertain price targets for our stock.  Under the Plan, anofficer is given a stock option with a Black-Scholes value equal toapproximately one to two times his or her base salary, depending onthe officer's position, for each stock price target set by theBoard.  If a stock price target is met within a specifiedwindow, the allocated stock option shares will vest.  IfSyncor stock outperforms the S&P SmallCap Health Care Indexwhen the target is met, the officer will be entitled to anadditional overachievement award in the form of cash orstock.  If Syncor stock underperforms relative to the S&PSmallCap Health Care Index, the number of option shares that willvest will be proportionately reduced.  If a stock price targetis not met within the specified window period, then the officerwill lose the opportunity to accelerate the vesting of stockoptions designated for that target period. Stock options that donot vest on an accelerated basis vest nine and one-half years afterthe date of grant.  Our current stock price targets are $41(which must be maintained for 10 out of 20 consecutive trading daysby December 31, 2002), $52 (which must be maintained for 10consecutive trading days by December 31, 2003), and $65 (which mustbe maintained for 10 consecutive trading days by December 31,2004).

****

In 2001, the Company didnot achieve any of the stock price targets under the Plan, so noaccelerated vesting occurred with respect to any stock optiongranted under the Plan.  We believe that tying the awards tothe achievement of the stock price targets provides a morequantifiable and objective measure of the performance of ourexecutive officers.  In addition, since officers would receivetheir awards only if the stockholders obtain a direct financialbenefit through the achievement of higher stock prices, theofficers' interests are more closely aligned with the interests ofthe stockholders.

*Compensation of ChiefExecutive Officer*

Mr. Funari's base salary,annual incentive compensation and long-term incentive compensationare determined by the Compensation Committee in the same mannerthat we determine compensation for the other executive officers, aswell as by reference to his employment agreement with Syncor, whichis described below in the section captioned “Employment,Severance, Indemnity and Change of Control Arrangements.”  His total compensation package is designed to be competitivewithin our industry while creating rewards for short- and long-termperformance in line with the financial interests of thestockholders.  A substantial portion of Mr. Funari's cashcompensation for the year is incentive-based and is therefore atrisk to the extent that Syncor does not meet its pre-establishedEPS growth objectives.  His compensation for 2001 is detailedin the tables that follow this report.

*Compensation CommitteeInterlocks and Insider Participation*

The members of theCompensation Committee are Arnold E. Spangler, George S. Oki andRonald A. Williams, all of whom are non-employee Directors. From time to time, members of the Compensation Committee asked theparticipation of the executive officers, including the ChiefExecutive Officer, in their deliberations for the purpose ofgathering information or recommendations.  Mr. Oki is thebrother-in-law of Mr. Fu, and abstains from any voting involvingcompensation for Mr. Fu.  None of the other members of theCompensation Committee had a relationship requiring disclosureunder any paragraph of Item 404 of Regulation S-K.
|                                                              | Compensation Committeeof        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                | the Board ofDirectors,          |
|                                                                                                                                                                                                                                                                                                                                                                | Syncor InternationalCorporation |
|                                                                                                                                                                                                                                                                                                                                                                |                                 |
|                                                                                                                                                                                                                                                                                                                                                                | Arnold E. Spangler,Chairman     |
|                                                                                                                                                                                                                                                                                                                                                                | George S. Oki                   |
|                                                                                                                                                                                                                                                                                                                                                                | Ronald A.Williams               |

12

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**SUMMARYCOMPENSATION OF EXECUTIVE OFFICERS**

The following tables andaccompanying notes show the compensation for the Chief ExecutiveOfficer and the four next highest paid executive officers of Syncorand its subsidiaries during 2001.

**SUMMARYCOMPENSATION TABLE**
|                                                                                                                                                                                  |    |                                         | Long TermCompensation _________________________________ |                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|---------------------------------------------------|---------------------------------------------------------|---------------------------------------------|
|                                                                                                                                                                                  |    |                                         |                                               |                                   |    |
|                                                                                                                                                                                  |    | AnnualCompensation ______________________________ | Awards _____________________                            | Payouts _______                             |    |
| (a)                                                                                                                                                                                        | (b)          | (c)                                               | (d)                                                     | (e)                                         | (f) | (g) | (h) | (i) |
| Name and Principal Position __________________                                                                                                                                             | Year _____   | Salary (1)($) ______                              | Bonus   (2)($) _______                             | Other Annual Compen- sation (3)($) ________ | Restricted Stock Award(s) ($) ________ | Securities Underlying Options/ SARs (#) _________ | LTIP Payouts (4)($) _______ | All Other Compen- sation (5)($) _________ |
| **Robert G. Funari**                                                                                                                                                                       | 2001         | 500,000                                           | --                                                      | --                                          | -- | -- | -- |     46,883 |
| President andChief                                                                                                                                                                         | 2000         | 400,000                                           | 247,000                                                 | --                                          | -- | 373,612 | 960,203 |     84,799 |
| ExecutiveOfficer                                                                                                                                                                           | 1999         | 400,000                                           | 252,200                                                 | 24,675                                      | -- | 107,948 | 981,939 |     80,268 |
| **Monty Fu**                                                                                                                                                                               | 2001         | 340,992                                           | --                                                      | --                                          | -- | -- | -- |     16,481 |
| Chairman of theBoard                                                                                                                                                                       | 2000         | 300,000                                           | 176,000                                                 | --                                          | -- | 224,946 | 635,197 |     23,454 |
|                                                                                                                                                                                            | 1999         | 300,000                                           | 171,000                                                 | 23,970                                      | -- |   38,028 | 678,801 |     13,431 |
| **Rodney E. Boone**                                                                                                                                                                        | 2001         | 289,692                                           | --                                                      | 13,283                                      | -- | -- | -- |     24,371 |
| Executive Vice President                                                                                                                                                                   | 2000         | 131,731                                           | 300,000                                                 | --                                          | -- | 182,512 | 104,355 |      1,562 |
| **David L. Ward**                                                                                                                                                                          | 2001         | 284,461                                           | --                                                      | 270,165                                     | -- | -- | -- |     28,535 |
| Executive Vice                                                                                                                                                                             | 2000         | 265,000                                           | 225,400                                                 | 168,009                                     | -- | 141,926 | 441,733 |     29,996 |
| President                                                                                                                                                                                  | 1999         | 212,000                                           | 118,620                                                 | 161,176                                     | -- | 149,524 | 316,876 |     27,449 |
|                                 |              |                                                   |                                                         |                                             |  |  |  |  |
| **Haig S.Bagerdjian**                                                                                                                                                                      | 2001         | 274,731                                           | --                                                      | --                                          | -- | -- | -- | 34,330 |
| Executive Vice                                                                                                                                                                             | 2000         | 240,000                                           | 277,200                                                 | --                                          | -- | 154,252 | 494,784 | 49,687 |
| President                                                                                                                                                                                  | 1999         | 240,000                                           | 237,600                                                 |   21,150                          | -- |   26,076 | 462,073 | 43,846 |

____________________________
| (1)                                                                            | Amounts shown include cashand non-cash compensation earned and received by executive officersas well as amounts earned but deferred at the election of thoseexecutive officers under the Executive Deferral Plan and theESSOP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (2)                                                                            | Mr. Boone's bonus for 2000includes a sign-on bonus of $100,000.  Mr. Ward's bonus for1999 includes a sign-on bonus of $90,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (3)                                                                            | Mr. Ward's compensation in2001 includes $36,141 representing the mortgage differential he hadcontracted to receive upon his move to California, $25,000 inforgiven debt plus $13,730 in related tax gross-up and $1,384 inimputed interest, and $193,910 in the form of a stock grant. Mr. Ward's compensation in 2000 includes $48,188 representing themortgage differential, $8,039 in relocation expenses, $25,000 inforgiven debt plus $13,730 in related tax gross-up and $2,552 inimputed interest, and $70,500 in the form of a stock grant. Mr. Ward's compensation in 1999 includes $99,573 in the form of astock grant, $59,780 in relocation expenses and $1,823 for thegross-up of COBRA payments.  Mr. Boone's compensation for 2001is for relocation expenses.  The compensation in 1999 for Mr.Funari, Mr. Fu and Mr. Bagerdjian is for imputed income as a resultof purchases of Syncor shares under the 1998 Senior ManagementStock Purchase Plan at prices below fair market value. |

13

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|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4)                                                                            | The long term incentivepayouts for 2000 were awarded under the Performance Equity Plan(the "PEP") as a result of the achievement of three stock pricetargets under the PEP.  Included in the payouts are paymentsmade to the officers as consideration for their agreement to foregothe cash and stock bonuses they would have received under the PEPupon the attainment of the $26.50 and $32.50 stock pricetargets.  The foregoing consideration was paid to theofficers:  Mr. Funari, $960,203; Mr. Fu, $635,197; Mr.Bagerdjian, $132,204; Mr. Ward, $119,750; and Mr. Boone,$57,480.  The following long term incentive payouts for 1999were awarded under the PEP as a result of the achievement of onestock price target in 1999 and under the 1997 Management IncentivePlan (the "1997 MIP"): Mr. Funari, $811,214 under the PEP and$170,725 under the MIP; Mr. Fu, $513,259 under the PEP and $165,542under the 1997 MIP; Mr. Bagerdjian, $349,577 under the PEP and$112,496 under the 1997 MIP; and Mr. Ward, $316,876 under thePEP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (5)                                                                            | Under the ESSOP, namedexecutive officers received Syncor shares as matching contributionswith the following values based on the respective December 31closing price: Mr. Funari, $6,374 in 2001, $11,469 in 2000, and$5,476 in 1999; Mr. Fu, $5,201 in 2001, $9,490 in 2000, and $4,747in 1999; Mr. Bagerdjian, $3,705 in 2001, $6,298 in 2000, and $3,291in 1999; Mr. Ward, $4,983 in 2001, and $3,869 in 2000; and Mr.Boone, $3,906 in 2001.  As of April 17, 2002, the bonuscontributions to which the executive officers will be entitledunder the ESSOP had not yet been determined.  Under theExecutive Deferral Plan, the following matches were made to eachofficer's contributions: Mr. Funari, $32,941 in 2001, $62,830 in2000, and $68,618 in 1999; Mr. Bagerdjian, $25,655 in 2001, $36,626in 2000, and $36,494 in 1999; Mr. Ward, $17,908 in 2001, $20,759 in2000 and $27,449 in 1999; and Mr. Boone, $15,808 in 2001 and $1,562in 2000.  We also reimbursed Mr. Fu $3,771 in 2001, $2,872 in2000 and $2,510 in 1999 to cover expenses to pay the annual cost ofthe term life insurance policy described in the paragraph on ourSplit Dollar arrangement with Mr. Fu under the section"Compensation of Directors and Executive Officers."  Thebalance of the amounts in column (i) represents premiums paid forterm life and disability insurance under the Executive LifeInsurance Plan.  For 1999, the amounts for Messrs. Funari andBagerdjian are different from the amounts previously disclosed inthe proxy statements filed in 2001 and 2000; the previousdisclosures included amounts gained upon the exercise of stockoptions, while the above numbers exclude those amounts. |
|                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (6)                                                                            | Mr. Bagerdjian ceased tobe an executive officer of Syncor on January 31, 2002.  Hewill retain his title of Executive Vice President and provideconsulting services to Syncor until January 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

14

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**OPTIONEXERCISES AND YEAR-END VALUES TABLEAggregated Options/SAR Exercises in Last Fiscal Yearand FY-End Options/SAR Values**

****

This table givesinformation for options exercised by each of the named executiveofficers in 2001, and the value (stock price less exercise price)of “in-the-money” options held by those executiveofficers at year-end, based upon the per-share closing price ofSyncor stock of $28.64 on December 31, 2001, as traded inNASDAQ.
|                      |  |                                            |  |                              |  | Numberof Securities Underlying Unexercised Options/SARs At FY-End (#) _______________ |  | Value of Unexercised In-the-Money Options/SARs At FY-End ($) ___________________ |
|----------------------|--|--------------------------------------------|--|------------------------------|--|---------------------------------------------------------------------------------------|--|----------------------------------------------------------------------------------|
| Name __________      |  | Shares Acquired on Exercise(#) ___________ |  | Value Realized ($) _________ |  | Exercisable/ Unexercisable _______________                                            |  | Exercisable/ Unexercisable ___________________                                   |
| **Robert G. Funari** |  | 60,000                                     |  | 1,381,660                    |  | 799,392 / 151,864                                                                     |  |   12,258,272 / 331,280                                                      |
| **Monty Fu**         |  | --                                         |  | --                           |  | 513,592 / 84,486                                                                      |  | 8,012,568 / -0-                                    |
| **Rodney Boone**     |  | --                                         |  | --                           |  |   57,220 / 125,292                                                               |  |    -0- / -0-                                                      |
| **David Ward**       |  | 42,524                                     |  | 840,585                      |  | 135,616 / 93,310                                                                      |  |    611,029 / 548,100                                              |
| **Haig Bagerdjian**  |  | 87,004                                     |  | 2,460,930                    |  |   462,204 / 80,436                                                               |  |   7,410,112 / 448,462                                                       |

****

**OTHERBENEFITS**

****

*Deferred CompensationPlan*

All executive officers,Directors and members of management are eligible to participate inthe Deferred Compensation Plan (the "Deferral Plan").  TheDeferral Plan allows each participant to defer up to 75 percent,and in the case of non-employee Directors, 100 percent, of his orher annual compensation. The Deferral Plan is designed to defer thepayment of taxes on the deferred income until such time as thedeferments are distributed to the participants.  Under theDeferral Plan, we make a monthly contribution on behalf of theemployee at a rate of 25% on up to 15% (100% for non-employeeDirectors) of the deferred compensation.  The Deferral Plan issecured with a "Rabbi Trust" which is responsible for planinvestments.  Currently, assets are invested in a selection ofseparate and fixed accounts made available through variable lifeinsurance policies owned by the trust and in a selection of fundsavailable through an independent money management firm.  TheDeferral Plan participants select from up to 27 investmentaccounts.  The investment performance of each account selectedwill determine the returns credited to the individual participant'sdeferral account value.

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*Employees’Savings and Stock Ownership Plan ("ESSOP")*

Eligible employees mayparticipate in our ESSOP, as administered pursuant to Section401(k) of the Internal Revenue Code (the “Code”), bycontributing up to two percent of their pay through pre-tax payrolldeductions for the purchase of our common stock.  Wematch  such contributions in Syncor stock on a share-for-sharebasis.  In addition, participating employees may contribute upto an additional 14 percent of their pay, subject to a maximumdollar amount, to an account with several investment fundchoices.  We match these additional contributions in Syncorstock at the rate of $.50 on the dollar up to the first fourpercent of the employee’s pay.

**

*Executive LifeInsurance Plan*

All executive officersreceive life insurance coverage computed on the same basis as allsalaried employees.  The maximum level of life insuranceavailable to each executive officer is $500,000, the premiums forwhich are paid by us.  In addition, an executive officer iseligible to apply for up to $500,000 of additional life insurance,premiums for which are paid for by the officer.

**EMPLOYMENT, SEVERANCE, INDEMNITY AND CHANGE OFCONTROL ARRANGEMENTS**

*Robert Funari'sEmployment Agreement*

Mr. Funari's currentemployment agreement expires on December 31, 2003.  Theagreement entitles Mr. Funari to a salary of $500,000 per year(which reflects an increase from the $400,000 salary prior toJanuary 1, 2001).  He also receives various fringe benefits,including participation in our Management Incentive Plans, thePerformance Equity Plan, and any other incentive plan approved bythe Board and applicable generally to our executive officers. In the event of a termination without cause, Mr. Funari wouldreceive the unpaid portion of his salary for the period of timeremaining in his employment agreement, plus prorated incentive planpayments.  He would also have the right to exercise all vestedstock options, and would be entitled to receive any award thatvests under the Performance Equity Plan within 30 days aftertermination of employment.  Upon a change of control asdefined in the employment agreement, the vesting of all stockoption grants and the benefits under all incentive plans shall beaccelerated.  Provisions in the agreement relating to thetermination of Mr. Funari's employment by the Company without causeor by Mr. Funari for good reason following a change of control havebeen superseded by the provisions under his Change of ControlSeverance Agreement described below.

*Monty Fu's EmploymentAgreement*

Mr. Fu's current agreementexpires on December 31, 2003.  The agreement entitles Mr. Futo a salary of $375,000 per year (which reflects an increase fromhis salary of $340,000 in 2001).  Mr. Fu's agreement alsocontains the same provisions found in Mr. Funari's agreementregarding benefits and termination of employment. Provisions in theagreement relating to the termination of Mr. Fu's employment by theCompany without cause or by Mr. Fu for good reason following achange of control have been superseded by the provisions under hisChange of Control Severance Agreement described below.

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*Change of Control andOther Severance Agreements*

We entered into aSeverance Agreement on August 24, 2001 with each of our executiveofficers.  Subject to certain provisions in the agreement,Messrs. Fu and Funari are eligible to receive the following iftheir employment is terminated without cause by the Company or forgood reason by the officer within two years following a change ofcontrol: (i) an amount equal to three times annual basecompensation; (ii) an amount equal to three times the annualincentive bonus (as determined based on a formula described in theagreement); (iii) disability, accident, health and life insurancebenefits for three years after the termination date; (iv) the valueof unpaid but allocated incentive payments that are contingent onlyupon continued employment to a later date; (v) the amounts thatwould have been contributed over a three-year period by the Companyon their behalf towards defined contribution plans in which theofficer participates; and (vi) outplacement services.  Ifpayment of the foregoing amounts would subject the executive to thepayment of a federal excise tax, the total amount payable by theCompany to such executive shall be increased by an amountsufficient to provide him (after satisfaction of all excise taxesand all federal, state and local income taxes attributable to suchincreased payment) with a net amount equal to the federal excisetax owed by him.  A "change of control" is defined in theSeverance Agreements as: (a) the acquisition by any person ofbeneficial ownership of 25% or more of our outstanding shares; (b)the replacement of the majority of our current Directors; (c)merger or consolidation of the Company with another corporationunless following such transaction control of the survivingcorporation is maintained by the Company and its stockholdersthrough beneficial ownership of the securities and majority controlof the Board of the surviving corporation; (d) the liquidation ordissolution of the Company; or (e) the sale or disposition ofsubstantially all of the Company's assets.

The terms of the SeveranceAgreements for the other executive officers are similar to theagreements for Messrs. Fu and Funari, except that instead of athree-year multiple, the severance payments to Executive VicePresidents have a two and one-quarter year multiple, and theseverance payments to Senior Vice Presidents have a two yearmultiple.

We also entered into aBenefits Agreement, the form of which was approved by the Board ofDirectors in November 1989 and amended by the Board on June 20,1995, with all of our Directors and executive officers.  Theagreement provides for accelerated vesting of stock options,deferred incentive earnings and all other awards under ourincentive plans in the event of a "change in control" as defined insuch Benefits Agreement.  Our various stock incentive plansalso provide for the vesting of all unvested options upon a changeof control.

On January 31, 2002, weentered into a Severance and Release Agreement with Mr.Bagerdjian.  Under the terms of his agreement, Mr. Bagerdjianceased to President and Chief Executive Officer of Syncor OverseasLtd. as of January 31, 2002.  He will continue to be employedas Executive Vice President through January 31, 2004, in whichcapacity he will provide consulting services to Syncor.  Mr.Bagerdjian will continue to receive his base annual salary of$275,000 through the term of his agreement.  In addition, hewill receive quarterly installments of $125,000 on the last day ofeach calendar quarter, beginning March 31, 2002 and ending December31, 2003.  Under the agreement, a stock option granted to Mr.Bagerdjian on June 20, 2000 under our Performance Equity Plan forexecutive officers will automatically vest on the expiration dateof the agreement if the stock option has not vested by such date inaccordance with its terms.  The agreement also allows Mr.Bagerdjian to continue to participate in our health, life and longterm care plans.

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On April 1, 2002, weentered into a Severance and Release Agreement with Mr. Ward. We entered into the agreement with Mr. Ward in order to induce himto remain as President and Chief Executive Officer of oursubsidiary, Comprehensive Medical Imaging, Inc. ("CMI"), until hisactive employment terminates in accordance with the provisionssummarized in the next sentence.  Mr. Ward's active employmentwill terminate on January 1, 2003, unless we and Mr. Ward agree toan alternate date.  In addition, if we sell CMI  to athird party prior to such time, Mr. Ward's active employment willbe terminated on the completion of such a sale.  Under theagreement, Mr. Ward will continue to receive his base annual salaryof $285,000 until the end of his active employment period, and fora period of 27 months thereafter.  Following the terminationof his active employment, he will be entitled to receive a bonuspayment of $240,469, plus an additional bonus payment of $500,000if our Board of Directors determines that Mr. Ward has acted in thebest interest of Syncor throughout his active employment.  Wewill also pay Mr. Ward a lump sum payment representing his accruedbut unused vacation time, as well as pay for the cost ofoutplacement services, following the termination of his activeemployment.

*IndemnityAgreement*

Each non-employee Directorand executive officer has an Indemnity Agreement which, undercertain conditions, provides for indemnification of the Directorsor executive officers for the duties performed for us or oursubsidiaries and affiliates.  The form of the IndemnityAgreements was approved by our stockholders.

*Split DollarArrangement with Monty Fu*

In January 1999, weentered into a split dollar arrangement with Monty Fu and a trustfor the benefit of his children, by which Mr. Fu relinquished allhis then-current and future interests in the Executive DeferralPlan in exchange for our agreement to pay the premiums on a lifeinsurance policy insuring Mr. Fu and his wife and owned by thetrust.  The after-tax net present value of the premiums underthe split dollar plan was calculated to be identical to thethen-net present value of what Mr. Fu would have received under theDeferred Compensation Plan.  Under the split dollar agreement,we will pay the annual premium of $412,000 for seven years, but wewill be repaid the full amount of the cumulative premiums in thesixteenth year of the plan, or earlier upon the death of Mr. Fu andhis wife.  The beneficiaries of the trust would be entitled toany proceeds from the policy in excess of the amount repaid tous.  We also pay the annual cost of Mr. Fu's term lifeinsurance policy. The arrangement also contains a provision thatallows the trust to accelerate our payment obligations or toterminate the requirement to repay us for premiums paid upon achange of control.

**CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

In 1998, our stockholdersapproved the 1998 Senior Management Stock Purchase Plan, whichallows officers and Directors to buy shares of our common stock tobe paid with a five-year secured promissory note. In March 2001, weinstituted a stock buyback program, pursuant to which we offered tobuy back at fair market value a certain number of shares that werepurchased by Directors, officers and other participants under theStock Purchase Plan.  In exchange for a participant's shares,we retired all or a portion of his or her promissory noteobligations.  In last year's Proxy Statement, we disclosed thenames of Directors and officers who participated in the stockbuyback program in March 2001.  The following is a list ofDirectors and officers who surrendered shares under the stockbuyback program in April and May 2001, and the value of thoseshares: Dr. Gerber, $321,234; Mr. Oki, $321,234; Mr. Fu,$3,001,218; Mr. Baumann, $737,550; Ms. Coop, $519,512; and Mr.Coffey, $903,325.  In November 2001, Mr. Boone repaid his$666,250 loan plus interest under the Stock Purchase Plan through acombination of a cash payment and a sale of shares acquired underthe Stock Purchase Plan to the Company with a value of$563,800.  In March 2002, Mr. Bagerdjian paid of his entire$2,476,350 loan under the Stock Purchase Plan.  The followingindividuals have loans outstanding under the Stock Purchase Plan:Mr. Spangler, $321,234; Mr. Forster, $588,800; and Mr. Terry,$1,486,000.  All loans bear interest at the federal rateimputed by the Internal Revenue Service.

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**RELATIONSHIP WITH INDEPENDENTAUDITORS**

Our Board of Directorsappointed KPMG LLP as our independent auditors for 2002, subject tostockholder ratification as set forth below.  KPMG LLP servedas our independent auditors for 2001.  A representative fromKPMG LLP will be present at the Annual Meeting, will have theopportunity to make statements, and will be available to respond toyour questions.

**REPORTOF THE AUDIT COMMITTEE**

*The following Report ofthe Audit Committee does not constitute soliciting material andshould not be deemed filed or incorporated by reference into any ofour filings under the Securities Act of 1933 or the SecuritiesExchange Act of 1934, except to the extent we specificallyincorporate this Report by reference therein.*

The Audit Committee of theBoard of Directors consists of 3 independent members, Mr. Spanglerand Drs. Gerber and Wilensky.  The Audit Committee operatespursuant to a written charter, which was approved and adopted bythe Board of Directors on June 2, 2000.

In performing itsoversight function, the Committee reviewed and discussed ouraudited consolidated financial statements for fiscal 2001 withmanagement and KPMG, LLP, our principal independent auditors andindependent accountants.  The Committee also discussed withKPMG all matters required by generally accepted auditing standards,including those described in SAS 61 (Codification of Statements onAccounting Standards) and, with and without management present,discussed and reviewed the results of KPMG's examination of thefinancial statements.

The Audit Committeeobtained from KPMG a formal written statement describing allrelationships between the auditors and our company that might bearon the auditors' independence consistent with IndependenceStandards Board Standard No. 1.  The Committee discussed withthe auditors any relationships that may have an impact on theirobjectivity and independence and satisfied itself as to theauditors' independence.

Based on theabove-mentioned review and discussions with management and theindependent auditors, the Audit Committee recommended to the Boardof Directors that our audited consolidated financial statements beincluded in our Annual Report on Form 10-K for fiscal 2001, forfiling with the Securities and Exchange Commission.

                                                                                               Audit Committee of                                                                                               the Board of Directors,                                                                                               Syncor International Corporation

                                                                                               Steven B. Gerber, Chairman                                                                                               Arnold E. Spangler                                                                                               Gail R. Wilensky

**PROPOSALTWO**

****

**RATIFYSELECTION OF INDEPENDENT AUDITORS**

The Board of Directors,upon the recommendation of its Audit Committee, has appointed KPMGLLP to serve as our independent auditors for 2002, subject toratification by the stockholders.  In taking this action, themembers of the Board and the Audit Committee consideredKPMG’s long-standing relationship with us, its generalreputation for adherence to professional auditing standards, andits independence with respect to the services to beperformed.  Representatives of the firm will be present at theAnnual Meeting to make a statement if they desire to do so and toanswer appropriate questions from stockholders.

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The affirmative vote ofthe holders of a majority of the shares present and voting on thisproposal at the Annual Meeting is required to approve theproposal.  **The Board of Directors recommends that thestockholders vote FOR ratification of the appointment of KPMG LLPto serve as our independent auditors for 2002.**  **Proxiessolicited by the Board of Directors will be so voted unlessstockholders specify otherwise in their proxies.**

**Disclosure of Audit Fees**

The following is adescription of the fees billed to us by KPMG during fiscal2001:

**AuditFees**:  Audit fees billed to us byKPMG in connection with KPMG's review and audit of our annualfinancial statements for fiscal 2001 and KPMG's review of ourinterim financial statements included in our Quarterly Reports onForm 10-Q during 2001 totaled approximately $198,700.

**Financial InformationSystems Design and Implementation Fees**:  We did not engage KPMG to provide advice to usregarding financial information systems design and implementationduring fiscal 2001.

**All OtherFees**:  Fees billed to us by KPMGduring fiscal 2001 for all other non-audit services rendered to ustotaled approximately $700,700, of which $233,000 was audit-relatedand $467,700 was for non-audit services.  Audit related feeswere primarily for services relating to proposed transactions andfinancings, due diligence procedures for acquisitions, and audit offinancial statements of employee benefit plans.  Othernon-audit fees were primarily for services relating to taxcompliance, research and consulting.

**COMPLIANCE WITH SECTION 16(a) OF THESECURITIESEXCHANGE ACT OF 1934**

Section 16(a) of theSecurities Exchange Act of 1934 (the "1934 Act"), requires ourDirectors and executive officers to file reports of ownership andchanges in ownership with the Securities and ExchangeCommission.  Additionally, Item 405 of Regulation S-K underthe 1934 Act requires us to identify in this Proxy Statement thoseindividuals for whom one of the above-referenced reports was notfiled on a timely basis during the most recent fiscal year or priorfiscal years.  Based solely upon our review of Forms 3, 4 and5 furnished to us, we believe that all reports required to be filedduring 2001 pursuant to Section 16(a) of the Act were timely filed,except that Robert Funari was 25 days late in filing a Form 4 for atransaction that occurred in December 2001.

**SYNCORSTOCK PRICE PERFORMANCE**

The following chartcompares the value of $100 invested in our common stock fromDecember 31, 1996, through December 31, 2001, with a similarinvestment in the NASDAQ Composite (U.S. companies) and with theS&P SmallCap Health Care (Medical Products & Supplies)Index.  The NASDAQ Composite (U.S. companies) is an indexcomprised of all domestic common shares traded on the NASDAQNational Market and the NASDAQ SmallCap Market.  The S&PSmallCap Health Care (Medical Products & Services) Index is acomposite index of 24 health care companies in the S&P SmallCap600, including Syncor (4.14%), that primarily provide medicalproducts and supplies.  The table below shows the value ofeach such investment on December 31, 1996, 1997, 1998, 1999, 2000and 2001 assuming reinvestment of dividend.

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**CUMULATIVE TOTAL RETURN GRAPH**

 

 
|                                                                | Dec-96 |  | Dec-97 |  | Dec-98 |  | Dec-99 |  | Dec-00 |  | Dec-01 |
|---------------------------------------------------------------------|--------|--|--------|--|--------|--|--------|--|--------|--|--------|
| Syncor International Corporation                                    | $100   |  | $121   |  | $204   |  | $218   |  | $544   |  | $428   |
| NASDAQ Stock Market(U.S.)                                           | $100   |  | $122   |  | $173   |  | $321   |  | $193   |  | $153   |
| S&P SmallCap HealthCare (Medical Products & Supplies) Index | $100   |  | $117   |  | $125   |  | $154   |  | $214   |  | $249   |

**PROPOSALTHREE**

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**APPROVALOF EMPLOYEE STOCK PURCHASE PLAN**

****

At the Annual Meeting, youwill be asked to approve the Syncor International CorporationEmployee Stock Purchase Plan (the “Plan**”**). A copy of the Plan is attached to this Proxy Statement as Appendix1.

*General*

On March 22, 2002, ourBoard of Directors adopted the Plan under Section 423(b) of theInternal Revenue Code, subject to approval by ourstockholders.  The purpose of the Plan is to facilitate thepurchase of Syncor shares by eligible employees (definedbelow).  Under the Plan, 300,000 Syncor shares will beavailable for issuance and sale, which may consist of authorizedbut unissued shares, treasury shares, or shares purchased by thePlan in the open market.  The closing sale price for a Syncorshare on April 16, 2002 on the NASDAQ was $31.54.  If approvedby our stockholders, the Plan will be effective starting on January1, 2003, or such other date approved by our Board, and will remainin effect until it is terminated by action of our Board.

*Administration of thePlan*

The Plan will beadministered by our Board, a designated committee thereof, or thepersons or entity designated by our Board to administer the Plan(the “Administrator”).  Subject to the terms ofthe Plan, the Administrator will have full and exclusivediscretionary authority to construe, interpret and apply the termsof the Plan, to determine eligibility and to adopt rules andregulations for carrying out the terms of the Plan.

*Purchase of SyncorShares under the Plan*

The Administrator of thePlan may designate one or more Offering Periods (as defined in thePlan) during each fiscal year of the Company.  On the firstday of each Offering Period, each eligible employee who has electedto participate in the Plan during the enrollment period designatedby the Administrator will be granted an option to purchase Syncorshares under the Plan.  Each option granted will expire at theend of the Offering Period for which it was granted.  Allshares purchased under the Plan will be held in separate accountsfor each participant.

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*Eligibility forParticipation in the Plan*

In order to be eligible toparticipate in the Plan, an employee must have worked for Syncor ora designated subsidiary for at least 30 days, must work 20 hours aweek, and must have reached the age of majority in his or her stateof residence. An employee who otherwise is an eligible employeewill not be entitled to purchase shares under the Plan if  (1)such purchase would cause such employee to own Syncor shares(including shares subject to options and other rights held by theemployee, whether or not then exercisable) representing 5% or moreof the total combined voting power or value of our common stockor  (2) such purchase would cause such employee to haveoptions or rights to purchase more than $25,000 of Syncor sharesunder the Plan for any calendar year.  The number of eligibleemployees as of April 24, 2002 was approximately 3,691, whichnumber is expected to change over time.

*Employee Stock PurchasePlan Benefits*

Participation in the Planis voluntary.  Each eligible employee will make his or her ownelection whether and to what extent to participate in thePlan.  It is therefore not possible to determine the benefitor amounts that will be received in the future by individualemployees or groups of employees under the Plan. The fair marketvalue of the shares which may be purchased by any employee duringany calendar year may not exceed $21,250.  The purchase pricefor each share purchased under the Plan will be the lesser of (1) 85% of the closing sale price for a Syncor share as reported inNASDAQ on the first trading day of the applicable Offering Period,or the earliest date thereafter as is administratively feasible,or  (2) 85% of the closing sale price for a Syncor share asreported in NASDAQ on the last trading day of the Offering Period,or the earliest date thereafter as is administrativelyfeasible.  The purchase price is payable by payrolldeductions.  A participant may authorize payroll withholdingsof a maximum of 15% and a minimum of 1% of basecompensation.

*Maintenance of PlanAccount; In-Service Distributions*

Upon the exercise of aparticipant's initial option to purchase shares under the Plan, ourAgent (as defined in the Plan) shall establish an account for theparticipant into which shares purchased under the Plan shall bedeposited.  Shares acquired by a participant must be held inthe account for at least 24 months after such exercise before sharecertificates can be issued with respect to those shares.  If aparticipant wishes to sell those shares before the passage of 24months, the participant can sell those shares only through theAgent.

*Cessation of ActiveParticipation*

A participant in the Planmay revoke his or her authorization for payroll deductions for theOffering Period in which such revocation is made.  Aparticipant who revokes authorization for payroll deductions maynot again participate under the Plan until the next OfferingPeriod.  Separation from employment from the Company or itssubsidiaries for any reason will be treated automatically as awithdrawal from the Plan.

*Termination andAmendment of the Plan*

Our Board of Directorswill have the right to amend, modify or terminate the Plan withoutnotice; provided, however, that no Participant’s existingpurchases will be adversely affected by any such amendment,modification or termination, except to comply with applicable law,NASDAQ stock exchange rules or accounting rules.  In anyevent, the Board will have the right to terminate the Plan withrespect to all future payroll deductions and related purchases atany time.  Such termination will also terminate anythen-current Offering Period.

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*Equity CompensationPlan Information*

As of December 31, 2001,we had various equity compensation plans in effect that providedfor the award of stock options to our employees.  Most of thestock option awards to our employees were granted under equitycompensation plans that were approved by our stockholders. The following is a summary of our equity compensation plans thathave been approved by our stockholders, and those that havenot:
|                                                            | (a)                                                                                                                                                                                                     | (b)                                                                                                                         | (c)                                                                                                                                    |
|------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
| Plan Category                                              | Number of securitiesto    be issued upon exercise    of outstanding options,     warrants andrights           | Weighted-average         exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Equity compensation plans approved by stockholders         | 6,734,478                                                                                                                                                                                               | $17.92                                                                                                                      | 2,300,156                                                                                                                                   |
| Equity compensation plans not approved by stockholders (1) | 1,016,357                                                                                                                                                                                               | $22.73                                                                                                                      |    216,622                                                                                                                        |
| Total                                                      | 7,750,835                                                                                                                                                                                               | $18.55                                                                                                                      | 2,516,778                                                                                                                                   |
| (1)          | The plans in this categoryare: (1) the New Employee Stock Option Plan, under which stockoptions are granted to new employees; (2) the 1995 and 1999Non-Employee Director Stock Option Plans (all option shares areissued and outstanding); and (3) the 1999 Robert Funari StockOption Plan (all option shares are issued andoutstanding). |
|-----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*Federal Income TaxConsequences*

The following is a briefsummary of the general federal income tax consequences toparticipants and the Company as a result of the implementation ofthe Plan.  This summary is not intended to be exhaustive anddoes not describe foreign, state or local tax consequences, nordoes it describe consequences based on particularcircumstances.

Under the Plan, the optionto purchase Syncor shares will constitute an option issued pursuantto an “employee stock purchase plan” within the meaningof Section 423 of the Internal Revenue Code.  If Syncor sharesare purchased under the Plan, and no disposition of these shares ismade within two years of the first day of the Offering Period forthe option, nor within one year after the last day of the OfferingPeriod for that option, then no income will be realized by theparticipant at the time of the transfer of the shares to suchparticipant’s plan account.  In the event of the deathof a participant while owning the shares, no income will berealized at the time of the transfer of the shares to suchparticipant’s plan account but will be treated as provided inthe following sentence.  When a participant sells or otherwisedisposes of the shares after the applicable periods referred toabove, there will be included in such participant’s income,as compensation, an amount equal to the lesser of  (i) anamount equal to 15% of the fair market value of the shares on thefirst day of the applicable Offering Period, or (ii) the amount bywhich the fair market value of the shares at the time ofdisposition or death exceeds the purchase price for theshares.  Any additional gain would be treated for tax purposesas long-term capital gain, provided that the participant holds theshares for the applicable long-term capital gain holding periodafter the last day of the Offering Period applicable to suchshares.

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If a participant disposesof the shares within either the one-year or two-year perioddescribed above, such participant would realize ordinary income inthe year of disposition in an amount equal to the differencebetween the purchase price and the fair market value of the shareson the last day of the applicable Offering Period.  Anydifference between the amount received upon such a disposition andthe fair market value of the shares on the last day of theapplicable Offering Period would be treated as a capital gain orloss, as the case may be.

We are not allowed adeduction for federal income tax purposes in connection with thegrant or exercise of the option to purchase shares under the Plan,provided there is no disposition of the shares by a participantwithin either the one-year or two-year period describedabove.  If such disposition occurs within either of these twoperiods, we will be entitled to a deduction in the same amount andat the same time that the participant realizes ordinaryincome.

The affirmative vote ofthe holders of a majority of the shares present and voting on thisproposal is necessary to approve the Plan.  **The Board ofDirectors recommends that the stockholders vote FOR approval of thePlan.  Proxies solicited by the Board of Directors will be sovoted unless stockholders specify otherwise in theirproxies.**

**ANNUALREPORT TO STOCKHOLDERS**

The Annual Report toStockholders concerning our operations in 2001, includingconsolidated financial statements for that period, is enclosed withthis proxy statement.

**FINANCIAL STATEMENTS ANDINFORMATION**

Our consolidated financialstatements for 2001 and management's discussion and analysis offinancial condition and results of operations appear in our AnnualReport to Stockholders which accompanies this proxy statement, andare incorporated herein by reference.

**STOCKHOLDER PROPOSALS**

Stockholder proposals forconsideration at the Annual Meeting expected to be held on June 17, 2003, must be received by us no later than February 21,2003 in order for such proposals to be included in the proxymaterials for the 2003 Annual Meeting.  To be included,proposals must be proper under law and must comply with the Rulesand Regulations of the Securities and Exchange Commission and ourBy‐Laws. All such proposals should be addressed to Mr. EdwinA. Burgos, our Secretary.

****

**OTHERMATTERS**

The Board of Directors isnot aware of any other matters which are to be presented at theAnnual Meeting.  However, if any other matters should properlycome before the Annual Meeting, the persons named in the proxy willvote on such matters in accordance with their judgment.

The above notice and proxystatement are sent by order of the Board of Directors.
|                                                                                            | /s/Edwin A.Burgos |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|
| May 13, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Edwin A. Burgos   |
| Woodland Hills,California                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Secretary         |

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**AVAILABILITY OF ANNUAL REPORT ON FORM10-K**

UPON WRITTEN REQUEST,SYNCOR WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ONFORM 10‐K, EXCEPT FOR EXHIBITS THERETO, FOR THE PERIOD ENDEDDECEMBER 31, 2001 FILED WITH THE UNITED STATES SECURITIES ANDEXCHANGE COMMISSION, TO ANY STOCKHOLDER OF RECORD  AT THECLOSE OF BUSINESS ON APRIL 22, 2002.  ANY EXHIBIT WILL BEPROVIDED ON REQUEST UPON PAYMENT OF THE REASONABLE EXPENSES OFFURNISHING THE EXHIBIT.  REQUESTS SHOULD BE ADDRESSED TOSYNCOR, TO THE ATTENTION OF INVESTOR RELATIONS, 6464 CANOGA AVENUE,WOODLAND HILLS, CALIFORNIA 91367-2407, OR TELEPHONE (818)737-4000.

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# **APPENDIX 1**

SYNCORINTERNATIONAL CORPORATIONEMPLOYEE STOCK PURCHASE PLAN

SECTION1 – PURPOSE

               The Syncor International Corporation Employee Stock Purchase Planis adopted and established by Syncor International Corporation, aDelaware corporation, on the date set forth below, effective as ofJanuary 1, 2003, for the general benefit of the Employees of theCompany and of certain of its Subsidiaries.  The purpose ofthe Plan is to facilitate the purchase of Shares by EligibleEmployees.

SECTION2 – DEFINITIONS

       a.     “ACT” shall mean theSecurities Act of 1933, as amended.

       b.     “ADMINISTRATOR” shall meanthe Board of Directors of the Company, a designated committeethereof, or the person(s) or entity delegated the responsibility ofadministering the Plan.

       c.     “AGENT” shall mean the bank,brokerage firm, financial institution, or other entity or person(s)engaged, retained or appointed to act as the agent of the Employerand of the Participants under the Plan.

       d.     “BOARD” shall mean the Boardof Directors of the Company.

       e.     “CLOSING VALUE” shall mean,as of a particular date, the value of a Share determined by theclosing sales price for such Share (or the closing bid, if no saleswere reported) as quoted on the NASDAQ National Market for the lastmarket trading day prior to the date of determination, as reportedin THE WALL STREET JOURNAL or such other source as theAdministrator deems reliable.

       f.      “CODE” shall mean theInternal Revenue Code of 1986, as amended and currently in effect,or any successor body of federal tax law.

       g.     “COMPANY” shall mean SyncorInternational Corporation, including any successorthereto.

       h.     “COMPENSATION” shall meanwages, salaries, fees for professional service and other amountsreceived for personal services actually rendered in the course ofemployment with the Employer (including, but not limited to,commissions paid salesmen, compensation for services on the basisof a percentage of profits, commissions on insurance premiums, tipsand bonuses) including amounts excludible from the Employee’sgross income under Code Section 402(a)(8) (relating to a CodeSection 401(k) arrangement), Code Section 402(h) (relating to aSimplified Employee Pension), Code Section 125 (relating to acafeteria plan) or Code Section 403(b) (relating to a tax-shelteredannuity) and compensation paid by the Employer to an Employeethrough another person under the common paymaster provisions ofCode Sections 3121(s) and 3306(p).  Compensation does notinclude:  (1) amounts realized from the exercise of anon-qualified stock option, or when restricted stock (or property)held by an Employee either becomes freely transferable or is nolonger subject to a substantial risk of forfeiture,  (2)amounts realized from the sale, exchange, or other disposition ofstock acquired under a qualified stock option,  (3) movingallowances, automobile allowances, tuition reimbursement,financial/tax planning reimbursement, other extraordinarycompensation, including tax “gross-up” payments, andimputed income from other employer-provided benefits, and  (4)other amounts that receive special tax benefits, such as premiumsfor group term life insurance or contributions made by the Employer(whether or not under salary reduction agreement) towards thepurchase of an annuity contract described in Code Section 403(b)(whether or not the contributions are excludible from the grossincome of the Employee), other than amounts describedabove.

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       i.      “DESIGNATEDSUBSIDIARIES” shall mean all Subsidiaries whose Employeeshave been designated by the Administrator, in its sole discretion,as eligible to participate in the Plan.

       j.      “ELIGIBLE EMPLOYEE”means any Employee who  (1) has worked as an employee of anEmployer for at least thirty (30) days, (2) is employed for twenty(20) hours per week, and (3) has reached the age of majority insuch employee's state of residence.

       k.     “EMPLOYEE” means any personwho performs services as a common law employee of an Employer, anddoes not include “leased employees,” as that term isdefined under Code Section 414(n), or other individuals providingservices to an Employer in a capacity as an independentcontractor.

       l.      “EMPLOYER” means,individually and collectively, the Company and the DesignatedSubsidiaries.

       m.    “ENROLLMENT PERIOD” shall mean theperiod immediately preceding the Offering Period that is designatedby the Administrator in its discretion as the period during whichan Eligible Employee may elect to participate in thePlan.

       n.     “OFFERING PERIOD” shall meanthe period during which Participants in the Plan authorize payrolldeductions to fund the purchase of Shares on their behalf under thePlan pursuant to the options granted to them hereunder.

       o.     “PARTICIPANT” means anyEligible Employee who has elected to participate in the Plan for anOffering Period by authorizing payroll deductions and following allapplicable procedures established by the Administrator during theEnrollment Period for such Offering Period.

       p.     “PLAN” shall mean thisSyncor International Corporation Employee Stock PurchasePlan.

       q.     “PLAN ACCOUNT” shall meanthe individual account established by the Agent for eachParticipant for purposes of accounting for and/or holding eachParticipant’s payroll deductions, Shares, etc.

       r.      “PLAN YEAR” shall meanthe fiscal year of the Company.

       s.     “PURCHASE PRICE” shall mean,for each Share purchased in accordance with Section 4 hereof, anamount equal to the lesser of  (1) eighty-five percent (85%)of the Closing Value of a Share on the first Trading Day of eachOffering Period, or the earliest date thereafter as isadministratively feasible (which for Plan purposes shall be deemedto be the date the option to purchase such Shares was granted toeach Eligible Employee who is, or elects to become, a Participant);or  (2) eighty-five percent (85%) of the Closing Value of suchShare on the last Trading Day of the Offering Period, or theearliest date thereafter as is administratively feasible (which forPlan purposes shall be deemed to be the date each such option topurchase such Shares was exercised.)

       t.      “SHARES” means thecommon shares, par value $0.05, of the Company.

       u.     “SUBSIDIARY” shall mean acorporation, domestic or foreign, of which more than fifty percent(50%) of the voting shares are held by the Company or a Subsidiary,whether or not such corporation now exists or is hereafterorganized or acquired by the Company or a Subsidiary (or asotherwise may be defined in Code Section 424).

       v.     “TRADING DAY” shall mean aday on which the NASDAQ National Market is open fortrading.

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SECTION3 - ELIGIBLE EMPLOYEES

                       a.     IN GENERAL.  Participation in thePlan is voluntary.  All Eligible Employees of an Employer areeligible to participate in the Plan.  All Eligible Employeesgranted options to purchase Shares hereunder shall have the samerights and privileges as every other such Eligible Employee, andonly Eligible Employees of an Employer satisfying the applicablerequirements of the Plan will be entitled to be granted optionshereunder.

                       b.     LIMITATIONS ON RIGHTS.  An Employeewho otherwise is an Eligible Employee shall not be entitled topurchase Shares under the Plan if:  (1) such purchase wouldcause such Eligible Employee to own Shares (including any Shareswhich would be owned if such Eligible Employee purchased all of theShares made available for purchase by such Eligible Employee underall options or rights then held by such Eligible Employee, whetheror not then exercisable) representing five percent (5%) or more ofthe total combined voting power or value of any class of stock ofthe Company or any Subsidiary; or  (2) such purchase wouldcause such Eligible Employee to have options or rights to purchasemore than $25,000 of Shares under the Plan (and under all otheremployee stock purchase plans of the Company and its Subsidiarycorporations which qualify for treatment under Section 423 of theCode) for any calendar year in which such options or rights areoutstanding (based on the Closing Value of such Shares, determinedas of the date such options or rights are granted and can first beexercised hereunder).  For purposes of clause (1) of thissubsection (b), the attribution rules set forth in Section 424(d)of the Code and related regulations shall apply.

SECTION4 – ENROLLMENT AND OFFERING PERIODS

               a.            ENROLLING IN THE PLAN.  To participate in the Plan, anEligible Employee must enroll in the Plan.  Enrollment for agiven Offering Period will take place during the Enrollment Periodfor such Offering Period.  The Administrator shall designatethe initial Enrollment Period and each subsequent Enrollment Periodand the Offering Period to which each Enrollment Periodrelates.  Participation in the Plan with respect to any one ormore of the Offering Periods shall neither limit nor requireparticipation in the Plan for any other Offering Period.

               b.            THE OFFERING PERIOD.  Any Employee who is an Eligible Employeeand who desires to be granted options to purchase Shares hereundermust enroll in accordance with the procedures established by theAdministrator during an Enrollment Period.   Suchauthorization shall be effective for the Offering Periodimmediately following such Enrollment Period.  The duration ofan Offering Period shall be determined by the Administrator priorto the Enrollment Period and shall commence on the first day (orthe First Trading Day) of the Offering Period and end on the lastday (or the last Trading Day) of the Offering Period; provided,however, that if the Administrator terminates the Plan during anOffering Period, pursuant to its authority in Section 17 of thePlan, such Offering Period shall be deemed to end on the date thePlan is terminated.  The termination of the Plan and theOffering Period shall end the Participant’s right tocontribute amounts to the Plan or continue participation in theOffering Period.  The date of termination of the Plan shall bedeemed to be the final day of the Offering Period for purposes ofdetermining the Purchase Price under the Offering Period and allamounts contributed during the Offering Period will be used as ofsuch termination date to purchase Shares in accordance with thegeneral provisions of Section 9.

               The Administrator may designate one or more Offering Periods duringeach Plan Year during the term of the Plan.  On the first dayof each Offering Period, each Participant shall be granted anoption to purchase Shares under the Plan.  Each option grantedhereunder shall expire at the end of the Offering Period for whichit was granted.  In no event may an option granted hereunderbe exercised after the expiration of 27 months from the date ofgrant.

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               c.            CHANGING ENROLLMENT.  The offering of Shares pursuant tooptions granted under the Plan shall occur only during an OfferingPeriod and shall be made only to Participants.  Once anEligible Employee is enrolled in the Plan, the Administrator orEmployer will inform the Agent of such fact.  Once enrolled, aParticipant shall continue to participate in the Plan for eachsucceeding Offering Period until he or she terminates his or herparticipation by revoking his or her payroll deductionauthorization or ceases to be an Eligible Employee.  Once aParticipant has elected to participate under the Plan, thatParticipant’s payroll deduction authorization shall apply toall subsequent Offering Periods unless and until the Participantceases to be an Eligible Employee, or modifies or terminates saidauthorization.  If a Participant desires to change his or herrate of contribution, he or she may do so effective for the nextOffering Period by following the procedures established by theAdministrator during the Enrollment Period immediately precedingsuch Offering Period.

SECTION5 – TERM OF PLAN

               This Plan shall be in effect from January 1, 2003, or such otherdate approved by the Board, until it is terminated by action of theBoard.

SECTION6 – NUMBER OF SHARES TO BE MADE AVAILABLE

               Subject to adjustment as provided in Section 16 hereof, the totalnumber of Shares made available for purchase by Participantsgranted options which are exercised under Section 9 hereof is300,000, which may consist of authorized but unissued shares,treasury shares, or shares purchased by the Plan in the openmarket.  The provisions of Section 9(b) shall control in theevent the number of Shares covered by options which are exercisedfor any Offering Period exceeds the number of Shares available forsale under the Plan.  If all of the Shares authorized for saleunder the Plan have been sold, the Plan shall either be continuedthrough additional authorizations of Shares made by the Board (suchauthorizations must, however, comply with Section 17 hereof), orshall be terminated in accordance with Section 17hereof.

SECTION7 – USE OF FUNDS

               All payroll deductions received or held by an Employer under thePlan may be used by the Employer for any corporate purpose, and theEmployer shall not be obligated to segregate such payrolldeductions.  Any amounts held by an Employer or other partyholding amounts in connection with or as a result of payrollwithholding made pursuant to the Plan and pending the purchase ofShares hereunder shall be considered a non-interest-bearing,unsecured indebtedness extended to the Employer or other party bythe Participants.  Administrative expenses of the Plan shallbe allocated to each Participant’s Plan Account unless suchexpenses are paid by the Employer.

SECTION8 – AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT

                       a.     PAYROLL WITHHOLDING.  Except asotherwise specifically provided herein, the Purchase Price will bepayable by each Participant by means of payroll withholding. The withholding shall be in increments of one percent (1%). The minimum withholding permitted shall be an amount equal to onepercent (1%) of a Participant’s Compensation and the maximumwithholding shall be an amount equal to fifteen percent (15%) of aParticipant’s Compensation.  In any event, the totalwithholding permitted to be made by any Participant for a calendaryear shall be limited to the sum of $21,250.  The actualpercentage of Compensation to be deducted shall be specified by aParticipant in his or her authorization for payrollwithholding.  Participants may not deposit any separate cashpayments into their Plan Accounts.

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                       b.    APPLICATION OF WITHHOLDING RULES.  Payroll withholding willcommence with the first paycheck issued during the Offering Periodand will, except as otherwise provided herein, continue with eachpaycheck throughout the entire Offering Period, except for payperiods for which such Participant receives no compensation (e.g.,uncompensated personal leave, leave of absence).  A pay periodwhich ends at such time that it is administratively impracticableto credit any paycheck for such pay period to the then-currentOffering Period will be credited in its entirety to the immediatelysubsequent Offering Period.  A pay period which overlapsOffering Periods will be credited in its entirety to the OfferingPeriod in which the paycheck is paid.  Payroll withholdingshall be retained by the Employer or other party responsible formaking such payment to the Participant, until applied to thepurchase of Shares as described in Section 9 and the satisfactionof any related federal, state or local withholding obligations(including any employment tax obligations).

                       At the time the Shares are purchased, or at the time some or all ofthe Shares issued under the Plan are disposed of, Participants mustmake adequate provision for the Employer’s federal, state,local or other tax withholding obligations (including employmenttaxes), if any, which arise upon the purchase or disposition of theShares.  At any time, the Employer may, but shall not beobligated to, withhold from each Participant’s Compensationthe amount necessary for the Employer to meet applicablewithholding obligations, including any withholding required to makeavailable to the Employer any tax deductions or benefitsattributable to the sale or early disposition of Shares by theParticipant.  Each Participant, as a condition ofparticipating under the Plan, agrees to bear responsibility for allfederal, state, and local income taxes required to be withheld fromhis or her Compensation as well as the Participant’s portionof FICA (both the OASDI and Medicare components) with respect toany Compensation arising on account of the purchase or dispositionof Shares.  The Employer may increase income and/or employmenttax withholding on a Participant’s Compensation after thepurchase or disposition of Shares in order to comply with federal,state and local tax laws, and each Participant agrees to sign anyand all appropriate documents to facilitate suchwithholding.

SECTION9 – PURCHASING, TRANSFERRING SHARES

                       a.     MAINTENANCE OF PLAN ACCOUNT.  Uponthe exercise of a Participant’s initial option to purchaseShares under the Plan, the Agent shall establish a Plan Account inthe name of such Participant.  At the close of each OfferingPeriod, the aggregate amount deducted during such Offering Periodby the Employer from a Participant’s Compensation (andcredited to a non-interest-bearing account maintained by theEmployer or other party for bookkeeping purposes) will becommunicated by the Employer to the Agent and shall thereupon becredited by the Agent to such Participant’s Account (unlessthe Participant has given notice to the Administrator of his or herrevocation of authorization prior to the date such communication ismade).  As of the last day of each Offering Period, or as soonthereafter as is administratively practicable, eachParticipant’s option to purchase Shares will be exercisedautomatically for him or her by the Agent with respect to thoseamounts reported to the Agent by the Administrator or Employer ascreditable to that Participant’s Plan Account.  On thedate of exercise, the amount then credited to theParticipant’s Plan Account for the purpose of purchasingShares hereunder will be divided by the Purchase Price and thereshall be transferred to the Participant’s Plan Account by theAgent the number of full and fractional shares whichresults.

                       The Agent shall hold in its name, or in the name of its nominee,all Shares so purchased and allocated.  No certificate will beissued to a Participant for Shares held in his or her Plan Accountunless he or she so requests in writing or unless suchParticipant’s active participation in the Plan is terminateddue to death, disability, separation from service orretirement.  **Notwithstanding any provision herein to thecontrary, no certificates shall be issued for Shares until suchShares have been held in the Participant’s Plan Account for aperiod of at least 24 months following the date of exercise of theoption to purchase such Shares.**

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                       b.    INSUFFICIENT NUMBER OF AVAILABLE SHARES.  In the event thenumber of Shares covered by options which are exercised for anyOffering Period exceeds the number of Shares available for saleunder the Plan, the number of Shares actually available for salehereunder shall be limited to the remaining number of Sharesauthorized for sale under the Plan and shall be allocated by theAgent among the Participants in as uniform and equitable a manneras is practicable.  Any excess amounts withheld and creditedto Participant’s Accounts then shall be refunded to theParticipants, net of withholdings, as soon as is administrativelypracticable.

                       c.     HANDLING EXCESS SHARES.  In theevent that the number of Shares which would be credited to anyParticipant’s Plan Account in any Offering Period exceeds thelimit specified in Section 3(b) hereof, such Participant’sAccount shall be credited with the maximum number of Sharespermissible, and the remaining amounts will be refunded to theParticipants in cash as soon as administrativelypracticable.

                        d.    STATUS REPORTS.  A statement of eachParticipant’s Plan Account shall be given to participatingEmployees at least annually.

SECTION10 – DIVIDENDS AND OTHER DISTRIBUTIONS

                       a.     REINVESTMENT OF DIVIDENDS.  Cashdividends and other cash distributions received by the Agent onShares held in its custody hereunder will be credited to the PlanAccounts of individual Participants in accordance with suchParticipants’ interests in the Shares with respect to whichsuch dividends or distributions are paid or made, and will beapplied, as soon as practical after the receipt thereof by theAgent, to the purchase in the open market at prevailing marketprices of the number of whole Shares capable of being purchasedwith such funds (after deduction of any bank service fees,brokerage charges, transfer taxes, and any other transaction fee,expense or cost payable in connection with the purchase of suchShares and not otherwise paid by the Employer).

                       b.     SHARES TO BE HELD IN AGENT’SNAME.  All purchases of Shares made pursuant to this Sectionwill be made in the name of the Agent or its nominee, shall be heldas provided in Section 9 hereof, and shall be transferred andcredited to the Plan Accounts of the individual Participants towhich such dividends or other distributions were credited. Dividends paid in the form of Shares will be allocated by theAgent, as and when received, with respect to Shares held in itscustody hereunder to the Plan Accounts of individual Participantsin accordance with such Participants’ interests in suchShares with respect to which such dividends were paid. Property, other than Shares or cash, received by the Agent as adistribution on Shares held in its custody hereunder, shall be soldby the Agent for the accounts of the Participants, and the Agentshall treat the proceeds of such sale in the same manner as cashdividends received by the Agent on Shares held in its custodyhereunder.

                       c.     TAX RESPONSIBILITIES.  Theautomatic reinvestment of dividends under the Plan will not relievea Participant (or Eligible Employee with a Plan Account) of anyincome or other tax that may be due on or with respect to suchdividends.  The Agent shall report to each Participant (orEligible Employee with a Plan Account) the amount of dividendscredited to his or her Plan Account.

SECTION11 – VOTING OF SHARES

                       A Participant shall have no interest or voting right in the Sharescovered by his or her option, or any rights as a stockholder, untilsuch option has been exercised.  Shares held for a Participant(or Eligible Employee with a Plan Account) in his or her PlanAccount will be voted in accordance with the Participant’s(or Eligible Employee’s) express directions.  In theabsence of any such directions, such Shares will be voted inaccordance with the instructions of the Administrator.

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SECTION12 – IN-SERVICE DISTRIBUTION OR SALE OF SHARES

                       a.     SALE OF SHARES.  Subject to theprovisions of Section 19, a Participant may at any time, andwithout withdrawing from the Plan, by giving notice to the Agent,direct the Agent to sell all or part of the Shares held on behalfof the Participant.  Upon receipt of such notice, the Agentshall, as soon as practicable after receipt of such notice, sellsuch Shares in the marketplace at the prevailing market price andtransmit the net proceeds of such sale (less any bank service fees,brokerage charges, transfer taxes, and any other transaction fee,expense or cost) to the Participant.

                       b.     IN-SERVICE SHARE DISTRIBUTIONS.  AParticipant may, without withdrawing from the Plan, request that acertificate for all or part of the full Shares held in his or herPlan Account be sent to him or her after the relevant Shares havebeen purchased and allocated SUBJECT TO THE REQUIREMENT THAT SUCHSHARES BE HELD IN THE PARTICIPANT’S PLAN ACCOUNT FOR A PERIODOF AT LEAST 24 MONTHS AFTER THE DATE OF EXERCISE, AS DESCRIBED INSECTION 9(a) ABOVE.** ** All such requests must besubmitted in writing to the Agent.  No certificate for afractional Share will be issued; the fair value of fractionalShares on the date of withdrawal of all Shares credited to aParticipant’s Plan Account shall be paid in cash to suchParticipant.  The Employer may impose a reasonable charge, tobe paid by the Participant, for each stock certificate so issuedprior to the date active participation in the Plan ceases; suchcharge shall be paid by the Participant to the Employer prior tothe date any distribution of a certificate evidencing ownership ofsuch Shares occurs.

SECTION13 – CESSATION OF ACTIVE PARTICIPATION

                       A Participant may at any time, by giving notice to the Employer,revoke his or her authorization for payroll deduction for theOffering Period in which such revocation is made.  APARTICIPANT WHO REVOKES AUTHORIZATION FOR PAYROLL DEDUCTION MAY NOTAGAIN PARTICIPATE UNDER THE PLAN UNTIL THE NEXT OFFERING PERIODIMMEDIATELY SUBSEQUENT TO THE OFFERING PERIOD DURING WHICH THEPARTICIPANT REVOKED PAYROLL DEDUCTION AUTHORIZATION.

SECTION14 – SEPARATION FROM EMPLOYMENT

                       Separation from employment for any reason, including death,disability, termination or retirement, shall be treatedautomatically as a withdrawal from the Plan as of the date ofseparation.

SECTION15 – ASSIGNMENT

                       Neither payroll deductions credited to a Participant’s PlanAccount nor any rights with regard to options or Shares held underthe Plan may be assigned, alienated, transferred, pledged, orotherwise disposed of in any way by a Participant other than bywill or the laws of descent and distribution.  Any suchassignment, alienation, transfer, pledge, or other dispositionshall be without effect, except that the Administrator may treatsuch act as an election to withdraw from the Plan.  AParticipant’s right to purchase Shares under this Plan may beexercisable during the Participant’s lifetime only by theParticipant.  A Participant’s Plan Account shall bepayable to the Participant’s estate upon his or herdeath.

SECTION16 – ADJUSTMENT OF AND CHANGES IN SHARES

                       If, at any time after the effective date of the Plan, the Companyshall subdivide or reclassify the Shares which have been or may beoptioned under the Plan, or shall declare thereon any stock splitor dividend payable in Shares, or shall alter the capital structureof the Shares or the Company in any similar manner, then the numberand class of shares held in the Plan and which may thereafter beoptioned (in the aggregate and to any Participant) shall beadjusted accordingly, and in the case of each option outstanding atthe time of any such action, the number and class of shares whichmay thereafter be purchased pursuant to such option and thePurchase Price shall be adjusted accordingly, as necessary topreserve the rights of the holders of such Shares andoptions.

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SECTION17 – AMENDMENT OR TERMINATION OF THE PLAN

                       The Board shall have the right at any time to amend, modify orterminate the Plan without notice; provided, however, that noParticipant’s existing options shall be adversely affected byany such amendment, modification or termination, except to complywith applicable law, stock exchange rules or accountingrules.  Notwithstanding the foregoing, the Board shall havethe right to terminate the Plan with respect to all future payrolldeductions and related purchases at any time.  Suchtermination of the Plan shall also terminate any current OfferingPeriod in accordance with Section 4 of the Plan.  To theextent necessary to comply with Section 423 of the Code, theCompany shall obtain stockholder approval in such a manner and tosuch a degree as required.

                       Designations of participating corporations may be made from time totime from among a group of corporations consisting of the Employerand its Subsidiaries (including corporations that becomeSubsidiaries after the adoption and approval of thePlan).

SECTION18 – ADMINISTRATION

                       a.     ADMINISTRATION.  The Plan shall beadministered by the Administrator.  The Administrator shall beresponsible for the administration of all matters under the Planwhich have not been delegated hereunder to the Agent.  TheAdministrator shall have full and exclusive discretionary authorityto construe, interpret and apply the terms of the Plan, todetermine eligibility and to adjudicate all disputed claims filedunder the Plan.  Any rule or regulation adopted by theAdministrator shall remain in full force and effect unless anduntil altered, amended or repealed by the Administrator.

                       b.     SPECIFIC RESPONSBILITIES.  TheAdministrator’s responsibilities shall include, but shall notbe limited to:
|                          | (1)                               | interpreting the Plan(including issues relating to the definition and application of“Compensation”);                                                            |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |               |                                                                                                                                                                             |
|                                                                                                                                             | (2)                                                                            | identifying and compilinga list of persons who are Eligible Employees for an OfferingPeriod; and                                                                            |
|                                                                                                                                             |                                                                                |                                                                                                                                                                             |
|                                                                                                                                             | (3)                                                                            | identifying those EligibleEmployees not entitled to be granted options or other rights for anOffering Period on account of the limitations described in Section3(b) hereof. |

The Administrator may fromtime to time adopt rules and regulations for carrying out the termsof the Plan.  Interpretation or construction of any provisionof the Plan by the Administrator shall be final and conclusive onall persons, absent specific and contrary action taken by theBoard.  Any interpretation or construction of any provision ofthe Plan by the Board shall be final and conclusive.

SECTION19 – SECURITIES LAW RESTRICTIONS

               Notwithstanding any provision of the Plan to the contrary, nopayroll deductions shall take place and no Shares may be purchasedunder the Plan until a registration statement has been filed andbecome effective with respect to the issuance of the Shares coveredby the Plan under the Act.  Prior to the effectiveness of suchregistration statement, Shares subject to purchase under the Planmay be offered to Eligible Employees only pursuant to an exemptionfrom the registration requirements of the Act.

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SECTION20 – NO INDEPENDENT EMPLOYEE’S RIGHTS

               Nothing in the Plan shall be construed to be a contract ofemployment between an Employer or Subsidiary and any Employee, orany group or category of Employees (whether for definite orspecific duration or otherwise), or to prevent the Employer, itsparent or any Subsidiary from terminating any Employee’semployment at any time, without notice or recompense.

SECTION21 – APPLICABLE LAW

               The Plan shall be construed, administered and governed in allrespects under the laws of the State of Delaware to the extent suchlaws are not preempted or controlled by federal law.

SECTION22 – MERGER OR CONSOLIDATION

               If the Company shall at any time merge into or consolidate withanother corporation or business entity, each Participant willthereafter be entitled to receive at the end of the Offering Period(during which such merger or consolidation occurs) the securitiesor property which a holder of Shares was entitled to upon and atthe time of such merger or consolidation.  A sale of all orsubstantially all of the assets of the Company shall be deemed amerger or consolidation for the foregoing purposes.

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