**                                                SEVERANCEAND RELEASE AGREEMENT**

           This Severance and Release Agreement (“Agreement”) ismade by and between HAIG S. BAGERDJIAN (“Executive”)and SYNCOR INTERNATIONAL CORPORATION(“Syncor”).

           WHEREAS, Executive has been employed as an Executive Vice Presidentof Syncor and President and Chief Executive Officer of SyncorOverseas Ltd. (“Overseas”); and

           WHEREAS, Syncor and Executive agree to the termination ofExecutive’s employment in return for certain benefits asdescribed in Paragraph 2 of this Agreement, which benefits are alsoprovided by Syncor for and in consideration of the other covenantsof Executive contained in this Agreement.

           NOW THEREFORE, the parties agree as follows:

           1.           Employment Status and Termination of Employment.

                      (a)           Active Employment Period.  From the date of thisAgreement until January 31, 2002 (the “Active EmploymentPeriod”), Executive will continue to serve as an ExecutiveVice President of Syncor and as the President and Chief ExecutiveOfficer of Overseas, and will continue to be a member of the boardsof directors of any subsidiaries of Syncor of which he is a memberas of the date of this Agreement and will also continue to be anofficer of any other subsidiaries of Syncor as to which he is anofficer as of the date of this Agreement.  During the ActiveEmployment Period, Executive will report to Robert G. Funari andhave the following responsibilities:

                                  (i)           He will work to close those transactions that have been approved bySyncor’s officers and its board of directors and will notinitiate any new transactions.

                                  (ii)           He will participate in the design and implementation of thecommunications strategy regarding the change in his role—bothinternal and external.

                                  (iii)           He will assist any designated executives of Overseas in gaining anin-depth understanding of the current status of Overseas’business.

                                  (iv)           He will assist Monty Fu and Robert G. Funari in developingstrategic alternatives for Syncor, including acting as an advisorin discussions with respect to any business combinations orstrategic alliances.

Executive will be provided withthe same e-mail and voice mail access which he now enjoys and, tothe extent necessary to him to perform the duties specified in thisParagraph 1(a), an office, secretarial services and other supportservices as appropriate.  Effective January 31, 2002,Executive will relinquish his title of President and ChiefExecutive Officer of Overseas, and will resign from the boards ofdirectors of any subsidiaries of Syncor of which he is then amember, and will also resign as an officer of any othersubsidiaries of Syncor as to which he is then anofficer.

                      (b)           Inactive Employment Period.  Effective February 1,2002, Executive will continue to be employed by Syncor as ExecutiveVice President through the earlier of January 31, 2004 or the 30thday after Executive tenders notice of termination of his employment(the period being referred to hereinafter as the “InactiveEmployment Period,” and the date on which the InactiveEmployment Period ends being referred to hereinafter as the“Employment Termination Date”), on the followingbasis: 

                                  (i)           He will remain available to consult with Monty Fu and Robert G.Funari or their designees at Syncor’s offices during businesshours upon reasonable advance notice.  Any travel he is askedto undertake will be by business class.

                                  (ii)           He will not be required to consult for more than 20 hours in anycalendar month on a non-cumulative basis.

                                  (iii)           He will be entitled to render services to others in an employmentor consulting capacity for additional compensation.

                                  (iv)           He will be provided with the same e-mail and voice mail accesswhich he now enjoys and, to the extent he is called upon toconsult, an office, secretarial services and other support servicesas appropriate.

           2.           Benefits Subject to Executive’s Continued Fulfillment ofHis Obligations Under This Agreement.  Syncor will provideExecutive with the following benefits, in lieu of any benefits thatmay be available under any other program, plan, or agreement withSyncor providing severance or other post-employment commitments orarrangements, except as otherwise provided in Paragraphs 4, 5 or18:

                      (a)           Base Pay Continuation.  Syncor agrees to continue topay Executive his base annual salary of $275,000 from the date ofthis Agreement through the Employment Termination Date.  Thebase pay continuation will be paid in regular payroll installmentsbeginning on the first regular pay date after the date of thisAgreement.  These payments are subject to withholding andother deductions as required by law or otherwise. Notwithstanding the foregoing, on or after January 31, 2002, upon30 days’ written notice to Syncor, Executive may elect toterminate his employment with Syncor and receive at the EmploymentTermination Date, in lieu of the base pay continuation described inthis Paragraph 2(a), a lump-sum payment representingExecutive’s base salary ($275,000) for the remaining monthsfrom and after giving such notice to and including the month ofJanuary 2004.  This lump-sum payment will be subject towithholding and other deductions as required by law orotherwise. 

                      (b)           Additional Payments.  Syncor agrees to pay Executive atotal additional amount of $1,000,000 in quarterly installments of$125,000 on the last day of each calendar quarter, beginning March31, 2002 and ending December 31, 2003.  These payments aresubject to withholding and other deductions as required by law orotherwise.  Notwithstanding the foregoing,

                                  (i)           If Executive elects to terminate his employment in accordance withParagraph 2(a); or

                                  (ii)           At Syncor’s election at any time prior to the termination ofthe Executive’s employment,

Executive will receive, in lieuof the remaining additional payments described in this Paragraph2(b), a lump-sum payment representing the sum of the remainingadditional payments.  Any such lump-sum payment will besubject to withholding and other deductions as required by law orotherwise.

                      (c)           Stock Options. 

                                  (i)           On June 16, 1998, Executive was granted options to purchase 50,000shares of Syncor common stock under the Syncor InternationalCorporation 1990 Master Stock Incentive Plan, as amended andrestated as of June 18, 1997 (the “1990 MasterPlan”).  As of August 1, 2001, Syncor will deem assatisfied the performance goals set forth in Executive’soption grant such that Executive will be vested in said options asof that date. 

                                  (ii)           If, at the Employment Termination Date, Executive is not alreadyfully vested in the options to purchase 57,936 shares of Syncorcommon stock granted to him on June 20, 2000 under the SyncorInternational Corporation Executive Long Term Performance EquityPlan (“Long-Term Plan”), in accordance with the termsof Executive’s option grant, he will at that time becomefully vested in said options as if the stock price targetsspecified in connection with said option grant had beenmet.** **

****

**                                  **(iii)           Subject to the foregoing, Executive shall be entitled to continuedvesting of the options previously granted to him under the 1990Master Plan and the 2000 Master Stock Incentive Plan in accordancewith their respective terms.

                      (d)           Vacation.  On the first regular pay date following thedate of this Agreement, Syncor will pay Executive his accrued butunused vacation time as of December 31, 2001, in the form of (i) alump-sum payment in the gross amount of $41,600 and (ii) a lump-sumpayment of $51,149, equal to the value of 385 hours of additionalvacation time which Executive would have accrued but for the320-hour limit in Syncor’s vacation policy.  Saidpayments will be subject to withholding and other deductions asrequired by law.  Executive will continue to accrue vacationtime for the period after December 31, 2001, based on hisemployment during such period.  Upon the EmploymentTermination Date, Executive will be paid for all accrued but unusedvacation time.

                      (e)           Outplacement Counseling and Services.  Syncor will payall reasonable fees associated with Executive’s enrollment inan outplacement counseling program of Executive’s choice forthe time period of February 1, 2002, through January 31,2004. 

                      (f)           Attorneys/Advisors Fees.  Syncor will pay allreasonable attorneys fees and advisors fees incurred by Executivein connection with the negotiation of this Agreement, not to exceed$35,000.

                      (g)           Long-Term Care Insurance Premiums.  In the eventExecutive, on termination of his employment, elects to continuelong-term care insurance coverage under the Syncor InternationalCorporation Executive Benefit Plan for Officers (which includeshealth, life, and long term care provisions) (the “ExecutiveBenefit Plan”), Syncor will pay all remaining premiums duefor such long term care insurance coverage.

In the event of Executive’sdeath during the Active Employment Period or the InactiveEmployment Period, his Beneficiary will be entitled to the paymentsand other benefits that Executive would have received if he hadbeen employed throughout the Active Employment and the InactiveEmployment Period (other than continuation as a participant inemployee benefit plans to the extent dependent upon continuedemployment).  For purposes of the preceding sentence, theExecutive’s “Beneficiary” is, collectively, theperson or persons or other entity or entities designated by him inwriting to the Vice President, Human Resources and Communications,of Syncor to receive such payments and other benefits in the eventof Executive’s death.  If Executive designates more thanone person or entity as Beneficiary, such payments and otherbenefits will be paid in equal shares to such persons or entitieswhom Executive has designated as Beneficiary who survive him or arein existence at the time of his death, unless he otherwiseindicates in the instrument designating the Beneficiary. Executive may revoke his designation of a Beneficiary, and maydesignate a new Beneficiary, at any time.  If Executive failsto designate a Beneficiary, of if no designated Beneficiary is inexistence at the time of Executive’s death, the Beneficiarywill be the Executive’s estate.

           3.           “Executive’s Continued Fulfillment of HisObligations Under This Agreement.” As used in Paragraph 2of this Agreement, the term “Executive’s continuedfulfillment of his obligations under this Agreement” willmean his substantial compliance with all material terms of thisAgreement, and Executive will not be considered to have failed tofulfill his obligations under this Agreement unless he has beendetermined by a final order of a court of competent jurisdiction tohave materially breached a material obligation under this Agreementwhile Syncor has materially complied with all of its obligationsunder this Agreement.  If Syncor has a good faith andreasonable belief that Executive has materially breached a materialobligation under this Agreement, Syncor will provide forty-fivedays (45) written notice to Executive explaining in detail thematerial breach.  At any time during the forty-five (45)-dayperiod following his receipt of that notice, Executive will have anopportunity to cure such material breach. 

           4.           Participation in Other Benefit Plans and Programs.  Forso long as Executive remains employed by Syncor, and in addition tohis existing rights under benefit plans and programs described inParagraph 2, Executive will be entitled to continue to participatein the following benefit plans and programs sponsored by Syncor, inaccordance with their respective terms, to-wit: the SyncorInternational Corporation Deferred Compensation Plan, the ExecutiveBenefit Plan, the Syncor International Corporation Employees’Savings and Stock Ownership Plan, the Long-Term Plan and the SyncorInternational Corporation 2001 Officer Incentive Plan (the“Incentive Plan”); provided, however, that:

                      (a)           Executive’s benefits, if any, under the Incentive Plan willbe determined on a basis consistent with the benefits, if any, ofother officers of Syncor participating in the IncentivePlan;

                      (b)           Executive will not be eligible to participate in the Long-Term Planafter January 31, 2002 (except as provided in Paragraph 2(c)(ii) ofthis Agreement); and

                      (c)           Any acceleration of vesting or payment of benefits under any plandescribed in Paragraph 2 or this Paragraph 4 which occurs prior tothe later of the termination of this Agreement or the expiration ofany stock options or other rights or benefits and which applies toofficers generally who participate in such plan, whether on accountof an “event” or a “change in control” (asthey may be defined in such plan) or for any other reason, willalso apply to Executive.

In the event Executive’semployment with Syncor terminates for any reason, Syncor will, uponreasonable notice from Executive, assist Executive in theacquisition of a portable medical insurance policy covering him andhis eligible dependents, with Executive as the policyholder andwith the premiums thereunder to be paid by Executive.

           5.           Indemnification.  Syncor will indemnify Executive ifExecutive was or is a party or is threatened to be made a party toany threatened, pending or completed action, suit or proceedingbased on acts or omissions that occurred on or before theEmployment Termination Date, whether civil, criminal,administrative, or investigative, and whether formal or informal,by reason of the fact that Executive is or was a director, officer,advisory director, executive or agent of Syncor, against expenses,including attorneys fees, judgments, penalties, fines and amountspaid in settlement actually and reasonably incurred by Executive inconnection with such action, suit or proceeding, to the fullestextent and in the manner permitted by law, provided that Executiveacted in good faith and in a manner Executive reasonably believedto be in or not opposed to the best interests of Syncor and, withrespect to a criminal action or proceeding, provided that Executivehad no reasonable cause to believe that his conduct wasunlawful. 

           6.           Further Assistance.  At Syncor’s reasonablerequest, Executive agrees to provide Syncor with cooperation in anylawsuits arising out of events during Executive’s employmentat Syncor, provided such assistance does not unreasonably andmaterially interfere with Executive’s duties orresponsibilities under any subsequent employment.  Uponreasonable notice from Syncor, Executive agrees to participate indiscovery and trial preparation, and to assist Syncor’s legalcounsel as and where needed, including attendance at depositionsand trials (“Litigation Assistance”).  Executivewill use reasonable efforts to timely respond to Syncor’srequests for Litigation Assistance and to provide such LitigationAssistance.  Upon termination of any lawsuit in whichExecutive provides services, Executive will, at Syncor’srequest, deliver to Syncor all materials related to thelawsuit.  It is understood that Executive’s LitigationAssistance will be rendered only because of his knowledge of thefacts underlying any such lawsuits and he will not be required torender assistance of a legal nature because he is anattorney.  Syncor will use its best efforts to schedule anyappearances by Executive so as to minimize any inconvenience tohim.  To the extent that he renders Litigation Assistance, hewill be compensated for his time at a reasonable rate on a per diembasis.  In addition, Executive will be reimbursed forreasonable out-of-pocket expenses associated with Executive’sassistance, including travel, lodging, meals, telephone, andsimilar expenses in accordance with Syncor’s usualpolicies.  This compensation is not related to or conditionedon the nature or content of Executive’s testimony, if any,nor on the outcome of any lawsuit.  Rather, it is intendedsolely to provide Executive with reasonable compensation for histime and actual expenses incurred in rendering LitigationAssistance.

           7.           Waiver and Release. 

                      (a)           In exchange for the payments described above, Executive herebywaives, releases, gives up, and promises never to make any claimsof any kind (whether Executive knows of them now or not) thatExecutive may have against Syncor, its related entities, parentcompanies, and subsidiaries (collectively referred to as the“Companies”), or any officer, director, agent,executive, owner or other representative of the Companies as aresult of facts now in existence, relating to thefollowing:                                

                                  (i)           any claims for further compensation or benefits as an employee fromthe Companies except as set forth in this Agreement or the otheragreements or plans specifically referred to herein;

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

                                  (iii)           any claims under the federal Age Discrimination in Employment Act;the federal Civil Rights Act of 1964; 42 U.S.C. § 1981; thefederal Family and Medical Leave Act; the federal Equal Pay Act;the federal Fair Labor Standards Act; the federal Older WorkersBenefit Protection Act; the federal Americans With DisabilitiesAct; the federal Worker Adjustment and Retraining Notification Act;or California Government Code § 12920, California GovernmentCode § 12940, California Labor Code § 2856, or CaliforniaLabor Code § 970;

                                  (iv)           any claims under any contract, agreement (except this Agreement orthe other agreements or plans specifically referred to herein),promise or Syncor policy relating to Executive’s employmentby Syncor;

                                  (v)           any claim for violation of any other public policy; and

                                  (vi)           any claim for attorney fees relating to the foregoing. Executiveaccepts the payments described above in Paragraph 2 in fullsatisfaction of all such claims. Executive’s above waiver andrelease also does not include “future claims or rights”within the meaning of that phrase under the federal Older WorkersBenefit Protection Act.

                      (b)           Syncor, on behalf of itself and any of the Companies, herebywaives, releases, gives up, and promises never to make any claimsof any kind (whether it knows of them now or not) that it may haveagainst Executive as a result of facts now in existence, relatingto the following:

                                  (i)        Executive’s employment relationship or termination ofemployment with Syncor;

                                  (ii)           any claims under any contract, agreement (except this Agreement orthe other agreements or plans specifically referred to herein),promise or Syncor policy relating to Executive’s employmentby Syncor;

                                  (iii)           any claim for violation of any other public policy; and

                                  (iv)           any claim for attorney fees relating to the foregoing.

The provisions of this Paragraph7(b) will not apply to claims by any of the Companies againstSyncor (1) which do not, as to all of the Companies in theaggregate, exceed $250,000; (2) which relate to or arise out ofExecutive’s duties as the President and Chief ExecutiveOfficer of Overseas (other than where Executive has acted in goodfaith in what he reasonably believed to be in the best interests ofthe Companies); and (3) as to which, as of the date of thisAgreement, the Companies have no knowledge nor should they havesuch knowledge.

                      (c)           Syncor and Executive each agrees that it or he, as the case may be,has been fully advised of the contents of §1542 of theCalifornia Civil Code (“§1542”), and said sectionand the benefits thereof are expressly waived as to any claims,known or unknown, which exist up to and including the date of thisAgreement.  Section 1542 reads as follows:

                                 §1542.  (General  release  -  claim extinguished.) A general                       release does not extend to claims which the creditor does notknow                       or suspect to exist in  his favor at the time of executing the release,                       which if known to him must have materially affected hissettlement                       with the debtor.

Syncor and Executive eachrepresents that it or he, as the case may be, understands andacknowledges the significance and the consequences of its or hisrelease, as well as the specific waiver of §1542.

           8.           Confidential Information. 

                      (a)           Executive has been employed by Syncor in a position of great trustand responsibility that gives him access to sensitive informationof a confidential nature, about the executives, officers andconsultants of the Companies (collectively referred to as the“Management”), as well as access to confidential orproprietary information about the Companies.  For the purposesof this Agreement, the term “Confidential Information”will include, without limitation, sensitive information of aconfidential or any nonpublic information relating to theManagement or Companies and with regard to the Companies, nonpublicfinancial information, information concerning compensation orbenefit programs, internal projections, budgets, financial plans,marketing and advertising strategies or plans, promotionalmaterials, vendor and product information, cost and priceinformation, the identity and lists of actual or potentialcustomers, vendors, executives, suppliers and distributors, sourcesof supply for capital equipment, test results or market studiesconcerning competitors and competitive products and any othermatters not specifically mentioned above which would constitute atrade secret.  Executive acknowledges that the ConfidentialInformation derives independent economic value from not beingreadily known to or ascertainable by proper means by others who canobtain economic value from its disclosure or use and thatreasonable efforts have been made to maintain the secrecy of suchConfidential Information.

                      (b)           Executive agrees to keep such Confidential Information confidentialat all times during and for a period of thirty-six (36) months fromthe date of this Agreement, and agrees further that he will neitherdisclose, furnish, disseminate, make available nor use anyConfidential Information, for his own or a third party’sbenefit nor disclose or communicate such information to any thirdparty, person or entity, either before or during such period. Executive’s obligations under this Paragraph 8 will not applyto any part of the Confidential Information that was or becamegenerally available to the public other than as a result ofdisclosure by Executive.  Further, Executive’sobligations under this Paragraph 8 will not apply to the disclosureof Confidential Information where such disclosure is required bylaw and Executive is subject to civil or criminal sanctions orpenalties for failing to disclose information, provided Executivegives Syncor prompt notice of any such situation and endeavors, andcooperates fully (to the extent consistent with his legal orethical obligations) with Syncor’s efforts, to prevent suchdisclosures, keep such disclosures to a minimum, and secureprotective orders or similar arrangements with respect to suchConfidential Information.

                      (c)           Executive will return to Syncor, prior to February 1, 2002, allmaterials including, without limitation, all ConfidentialInformation, reports, files, memoranda, and records, keys, accesscards, security passes or badges, computer files or disks and allother physical or personal property which Executive received,prepared or helped to prepare, in connection with Executive’semployment, together with copies in whatever form; provided,however, that he may retain possession of the Dell computer andcell phone until the termination of hisemployment. 

           9.           Non-Solicitation.  While employed by Syncor, Executivewill not directly or indirectly recruit or solicit for employmentany person who was employed by Syncor at any time.  Inaddition, during the six-month period following the ActiveEmployment Period, Executive will not directly or indirectlyrecruit or solicit for employment any person who was employed bySyncor at any time during the one-month period prior to the date ofthis Agreement; provided, however, that, so long as Executive is nolonger employed by Syncor, Executive may recruit and solicit anyemployee of Syncor who was involuntarily terminated bySyncor.

           10.           Prohibition Against Disparagement.  The Companies willnot disparage, defame or denigrate the reputation of, or cause orencourage any other person to so disparage, defame or denigrate thereputation of, Executive; and Executive will not disparage, defameor denigrate the reputation of, or cause or encourage any otherperson to so disparage, defame or denigrate the reputation of, theCompanies or any of their officers.  This Paragraph 10 willnot, however, prevent a party from truthfully testifying asrequired by compulsion of law.

           11.           Enforcement.  Because Executive’s services areunique and because Executive has access to Confidential Informationand work product, the parties hereto agree that Syncor would bedamaged irreparably in the event any of the provisions ofParagraphs 6, 7, 8, or 9 hereof were not performed in accordancewith their specific terms or were otherwise breached and that moneydamages would be an inadequate remedy for any such non-performanceor breach.  Therefore, Syncor or its successors or assignswill be entitled, in addition to other rights and remedies existingin their favor, to an injunction or injunctions to prevent anybreach or threatened breach of any of such provisions and toenforce such provisions specifically (without posting a bond orother security).  Similarly, Syncor or its successors orassigns and Executive will be entitled, in addition to other rightsand remedies existing in their favor, to an injunction orinjunctions to prevent any breach or threatened breach by the otherof any of the provisions of Paragraphs 5, 7, and 10 and to enforcesuch provisions specifically (without posting a bond or othersecurity).  Notwithstanding anything else in this Agreement tothe contrary, absent a determination by a final judgment of a courtof competent jurisdiction (which judgment is no longer subject toappeal or, if appealed, the judgment has been confirmed) thatExecutive has breached this Agreement and quantification of damagestherefor, Syncor shall have no right to withhold any paymentshereunder or offset any such damages against amounts otherwisepayable to Executive hereunder.

           12.           Costs of Enforcement.  If Syncor complies with thisAgreement but Executive violates Executive’s commitments inParagraphs 6, 7, 8, or 9 of this Agreement, it is agreed thatSyncor may seek judicial enforcement of its rights under Paragraphs6, 7, 8, or 9, and it is agreed that Syncor will be entitled torecover from Executive any costs it incurs (including reasonableattorney fees) in obtaining judicial enforcement, provided thatsuch cost recoveries will not exceed the net amounts paid toExecutive under Paragraph 2 of this Agreement.  If Executivecomplies with this Agreement but Syncor violates its commitments inParagraphs 1, 2, 3, 4, 5, 6, or 7 of this Agreement, it is agreedthat Executive may seek judicial enforcement of its rights underParagraphs 1, 2, 3, 4, 5, 6, or 7 and Executive will be entitled torecover from Syncor any costs it incurs (including reasonableattorney fees) in obtaining judicial enforcement.

           13.           Period for Review and Consultation.  Executive has beenadvised by Syncor to consult with an attorney regarding thisAgreement before signing it.  Executive has been giventwenty-two (22) days after the date on which Executive receivedthis Agreement to decide whether to sign it.  By signing thisAgreement Executive acknowledges that Executive has read thisAgreement, understands all of its provisions, and knowingly andvoluntarily agrees to all of its terms and provisions.

           14.           Revocation Period.  Once Executive has signed thisAgreement, Executive may still revoke it at any time during theeight (8)-day period after Executive received this Agreement, bydelivering written notice of revocation to Syncor within this eight(8)-day period.  This Agreement will not become effective orenforceable until this revocation period has expired withoutExecutive having revoked this Agreement.  Once this revocationperiod expires, if Executive has not revoked this Agreement it willbe a binding, non-revocable agreement between Executive andSyncor.

           15.           Notices.  Any notices or other communications requiredor permitted under this Agreement will be given in writing andeither (i) delivered in person, (ii) transmitted by facsimile, or(iii) mailed by certified or registered mail, postage prepaid, asset forth below (or to such other address or facsimile number aseither party will have last designated by notice to the otherparty).  Each such notice or other communication will beeffective (a) if given by facsimile, when transmitted to the numberspecified in or pursuant to this Paragraph 15 with evidence of suchtransmission by the transmitting equipment, (ii) if given by mail,two (2) days after such notice or communication is deposited in theUnited States mails, first class postage prepaid, addressed as setforth in or pursuant to this Paragraph 15, or (iii) if given byother means, when actually delivered at such address.
|            | If to Syncor, addressedto:                      |
|--------------------------------------------------------------|-------------------------------------------------|
|                                                              |                                       |
|                                                              | Sheila H. Coop                                  |
|                                                              | Senior Vice President, HumanResources           |
|                                                              |      andCommunications |
|                                                              | Syncor InternationalCorporation                 |
|                                                              | 6464 Canoga Avenue                              |
|                                                              | Woodland Hills, CA 91367-2407              |
|                                                              | Facsimile No.: (818)737-4898                    |
|                                                              |                                       |
|                                                              | If to Executive, addressedto:                   |
|                                                              |                                       |
|                                                              | Haig S. Bagerdjian,Esq.                         |
|                                                              | 14410 Mulholland Drive                          |
|                                                              | Bel Air, CA 90077                          |
|                                                              | Facsimile No.: (310)472-0730                    |
|                                                              | With a copy addressedto:                        |
|                                                              |                                       |
|                                                              | Heller Ehrman White &McAuliffe LLP          |
|                                                              | 601 South Figueroa Street, 40thFloor            |
|                                                              | Los Angeles, CA 90017-5758                 |
|                                                              | Attention:  Neal H.Brockmeyer, Esq.        |
|                                                              | Facsimile No.: (213)614-1868                    |

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

           17.           Choice of Laws.  This Agreement will be governed by thesubstantive laws of the State of California as applied to contractsentered into and to be performed entirely within such state byresidents thereof.

           18.           Entire Agreement.

                      (a)           This Agreement is the complete understanding between Syncor andExecutive on the matters to which the parties agree in it, andExecutive is not relying on any statement other than the provisionsof this Agreement.  No other promises or agreements will bebinding unless in a writing signed by the parties to thisAgreement.  Except to the extent set forth below or elsewherein this Agreement, any and all prior agreements, written or oral,if any, between Syncor and Executive are cancelled by thisAgreement.

                      (b)           Notwithstanding Paragraph 18(a), the Benefits Agreement betweenSyncor and Executive, dated December 18, 1989, will remain in fullforce and effect in accordance with its terms throughout the periodwhich ends upon the later of the termination of this Agreement orthe expiration of any stock options or other rights or benefitsdescribed in Paragraph 2 hereof.

                      (c)           Notwithstanding Paragraph 18(a), the Severance Agreement betweenSyncor and Executive, dated August 24, 2001 (the “SeveranceAgreement”), will remain in full force and effect inaccordance with its terms, except that (A) in the eventExecutive’s employment is terminated following a Change inControl, (i) by Syncor other than for Cause or (ii) by Executivefor Good Reason, Executive only will be entitled to SeverancePayments to the extent set forth in Paragraphs 6.1(A), 6.1(B) and6.1(C) [calculated without taking into account the additionalpayment under Paragraph 2(b) of this Agreement] of the SeveranceAgreement, and (B) Paragraphs 5 and 6.1 will have no applicationafter January 30, 2004.  The payment under said Paragraph6.1(A) will be offset by any payments which had been made toExecutive under Paragraph 2(a) of this Agreement and will be inlieu of any remaining payments due under said Paragraph 2(a). Executive will be entitled to the payments under Paragraph 2(b) ofthis Agreement in addition to any Severance Payments under theSeverance Agreement.  For purposes of the first sentence ofthis Paragraph 18(c), the terms “Change in Control,”“Severance Payments,” “Cause” and“Good Reason” have the meanings set forth in Paragraph15 of the Severance Agreement, provided that any termination byExecutive of his employment after any Change in Control shall bedeemed to be for Good Reason.

                      (d)           Notwithstanding Paragraph 18(a), the Indemnitee Agreement betweenSyncor and Executive, dated June 20, 1996 (the “IndemniteeAgreement”), will remain in full force and effect inaccordance with its terms.  Any conflict between theIndemnitee Agreement and Paragraph 5 of this Agreement will beresolved so as to provide Executive with the more favorableindemnification as between the two agreements.  In addition,Executive will be provided indemnification under Syncor’scharter and bylaws and applicable law, and coverage under directorand officer liability insurance, no less favorable than otherpresent and former officers of Syncor.

           19.           Counterparts.  This Agreement may be executed incounterparts and each counterpart will be deemed an original and,when taken together with other signed counterparts, will constituteone agreement.

           20.           Headings.  Captions and Paragraph headings are usedherein for convenience only, are no part of this Agreement and willnot be used in interpreting or construing thisAgreement.

                      Dated this 31st day of January,2002.

  
|                                                        | SYNCOR INTERNATIONALCORPORATION

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|                                                                                                                                                                                                                                                                                                                                      | By:  /s/ SheilaCoop                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                      | Its:  Sr. VicePresident,        Human Resources &Communications                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|                                                                                                                                                                                                                                                                                                                                      | HAIG S. BAGERDJIAN

  

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