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                                                                    Exhibit 10.3

                                     FORM OF

                  MASTER SEPARATION AND DISTRIBUTION AGREEMENT
                                     BETWEEN

                                  E-Z-EM, INC.

                                       AND

                               ANGIODYNAMICS INC.

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                  MASTER SEPARATION AND DISTRIBUTION AGREEMENT

     THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement") is
entered into as of May_____, 2004, between E-Z-EM, Inc., a Delaware corporation
("E-Z-EM"), and AngioDynamics, Inc., a Delaware corporation ("AngioDynamics").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in Section 10 hereof.

                                    RECITALS

     WHEREAS, the Board of Directors of E-Z-EM (the "E-Z-EM Board") has
determined that it is appropriate and desirable for E-Z-EM to separate
AngioDynamics from the E-Z-EM Group in a manner that would permit E-Z-EM to
divest its entire ownership interest in AngioDynamics through a pro-rata
distribution of all of the outstanding shares of common stock, par value $0.01
per share, of AngioDynamics (the "AngioDynamics Common Stock") to the holders of
common stock, par value $0.10 per share, of E-Z-EM (the "E-Z-EM Common Stock"),
pursuant to the terms and subject to the conditions of this Agreement (the
"Distribution");

     WHEREAS, the Distribution is intended to qualify as a tax-free transaction
to E-Z-EM and its shareholders pursuant to Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code of 1986, as amended (the "Code");

     WHEREAS, AngioDynamics has filed a registration statement on Form S-1
(Registration No. 333-113329) (the "IPO Registration Statement") with the
Securities and Exchange Commission (the "Commission"), pursuant to which
AngioDynamics has registered AngioDynamics Common Stock for AngioDynamics'
initial public offering (the "Offering");

     WHEREAS, the parties intend in this Agreement, including the Exhibits
hereto, to set forth the principal arrangements between them regarding the
Distribution;

     NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:

1.   CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION DATE

     1.1   Treatment of Intercompany Accounts. Prior to or contemporaneously
with the Commission declaring effective the IPO Registration Statement, E-Z-EM
shall cause all of the intercompany long term debt of $16,148,000 owed by
AngioDynamics to E-Z-EM, less three million dollars ($3,000,000), to be
"capitalized" by making an in-kind contribution to AngioDynamics of its rights
in such obligations or otherwise treating such obligations in the manner
reasonably requested by AngioDynamics in order to minimize or eliminate any
adverse income tax effects upon AngioDynamics. Upon the receipt by AngioDynamics
of proceeds of the Offering, AngioDynamics shall promptly (but in no event after
two (2) Business Days after receipt of same) deliver to E-Z-EM in same day funds
the sum of three million dollars ($3,000,000) as payment in full and
satisfaction of the remaining intercompany indebtedness owing to E-Z-EM by
AngioDynamics.

     1.2   Documents to Be Delivered By E-Z-EM and AngioDynamics. On or prior to
the date on which the Commission declares effective the IPO Registration
Statement, E-Z-EM will execute and deliver (and where applicable cause other
members of the E-Z-EM Group to execute and deliver) to AngioDynamics, and
AngioDynamics will execute and deliver to E-Z-EM (and/or to the appropriate
member of the E-Z-EM Group), each of the following agreements (collectively,
together with all agreements and documents contemplated by this Agreement, the
"Ancillary Agreements"):

           1.2.1  a Tax Allocation and Indemnification Agreement substantially
                  in the form attached hereto as Exhibit A (the "Tax
                  Agreement");

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           1.2.2  a Corporate Agreement substantially in the form attached
                  hereto as Exhibit B (the "Corporate Agreement") and

           1.2.3  such other agreements, documents or instruments as the parties
                  may agree are necessary or desirable in order to achieve the
                  purposes hereof.

2    THE DISTRIBUTION

     2.1   The Distribution.

           2.1.1  Cooperation. AngioDynamics shall cooperate with E-Z-EM to
                  accomplish the Distribution and shall, at E-Z-EM's direction,
                  promptly take any and all actions necessary or desirable to
                  effect the Distribution. E-Z-EM may select any investment bank
                  or manager in connection with the Distribution, as well as any
                  financial printer, solicitation and/or exchange agent and
                  financial, legal, accounting and other advisors for E-Z-EM;
                  provided that nothing herein shall prohibit AngioDynamics from
                  engaging (at its own expense) its own financial, legal,
                  accounting and other advisors in connection with the
                  Distribution. AngioDynamics and E-Z-EM, as the case may be,
                  will provide to the distribution or exchange agent to be
                  appointed by E-Z-EM (the "Distribution Agent") all share
                  certificates and any stockholder and other information
                  required in order to complete the Distribution.

           2.1.2  Distribution Mechanics. Unless E-Z-EM and AngioDynamics shall
                  mutually agree on another method of effecting the
                  Distribution:

                  2.1.2.1 Subject to Sections 2.3, 2.4 and 2.6, on or prior to
                  the Payment Date, E-Z-EM will deliver to the Distribution
                  Agent for the benefit of holders of E-Z-EM Common Stock on the
                  Record Date, a single stock certificate, endorsed by E-Z-EM in
                  blank, representing all of the outstanding shares of
                  AngioDynamics Common Stock then owned by E-Z-EM, and shall
                  cause the transfer agent for the E-Z-EM Common Stock to
                  instruct the Distribution Agent to distribute on the Payment
                  Date the appropriate number of such shares of AngioDynamics
                  Common Stock to each such holder or designated transferee or
                  transferees of such holder of E-Z-EM Common Stock. The
                  Distribution shall be deemed binding on E-Z-EM at 11:59 pm New
                  York Time on the Distribution Date.

                  2.1.2.2 Subject to Sections 2.3, 2.4 and 2.6, each holder of
                  E-Z-EM Common Stock on the Record Date (or such holder's
                  designated transferee or transferees) will be entitled to
                  receive in the pro-rata distribution a number of shares of
                  AngioDynamics Common Stock equal to the number of shares of
                  E-Z-EM Common Stock held by such holder on the Record Date
                  multiplied by the distribution ratio determined by the E-Z-EM
                  Board on the Distribution Date.

     2.2   Actions In Connection with the Distribution.

           2.2.1  Registration under the Exchange Act. In connection with the
                  Offering, AngioDynamics shall have filed a registration on
                  Form 8-A under the Exchange Act (the "Exchange Act
                  Registration Statement"), together with such amendments and
                  supplements thereto as may have been necessary to cause the
                  same to become effective and as may otherwise be required by
                  the Commission or federal, state or foreign securities Laws.
                  AngioDynamics and E-Z-EM shall coordinate the mailing to the
                  holders of E-Z-EM Common Stock, at such time on or prior to
                  the Distribution Date as E-Z-EM shall determine, such
                  information concerning the Distribution and related matters as
                  may be required under applicable federal securities laws, as
                  well as any other information concerning AngioDynamics, its
                  business, operations and

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                  management, the Distribution and such other matters as E-Z-EM
                  shall reasonably determine are necessary (collectively, the
                  "Information Package").

           2.2.2  Other Documentation. E-Z-EM and AngioDynamics shall also
                  cooperate in preparing, filing with the Commission and causing
                  to become effective registration statements or amendments
                  thereto (including registration statements on Form S-8) that
                  are required to reflect the establishment of, or amendments
                  to, any employee benefit, stock option and other plans
                  necessary or appropriate in connection with the Distribution
                  or other transactions contemplated by this Agreement and the
                  Ancillary Agreements.

           2.2.3  Blue Sky. Upon receiving a reasonable request from E-Z-EM to
                  do so, AngioDynamics shall take all such actions (if any) as
                  may be necessary or appropriate under the securities (or "blue
                  sky") laws of the United States (and any comparable Laws under
                  any foreign jurisdiction) in connection with the Distribution.

           2.2.4  Nasdaq Listing. Promptly after receiving a request to do so
                  from E-Z-EM, AngioDynamics shall prepare and file, and shall
                  use its reasonable commercial efforts to have approved and
                  made effective (to the extent not included in the initial
                  application by AngioDynamics in connection with the Offering),
                  an application for the listing on Nasdaq of the AngioDynamics
                  Common Stock to be distributed in the Distribution, subject to
                  official notice of distribution.

           2.2.5  Conditions. AngioDynamics shall take all reasonable steps
                  necessary and appropriate to cause the conditions set forth in
                  Section 2.4 to be satisfied and to effect the Distribution, or
                  any portion thereof, on the terms, in the manner and on the
                  Distribution Date.

     2.3   Sole Discretion of E-Z-EM. E-Z-EM shall, in its sole and absolute
           discretion, determine the date of the consummation of the
           Distribution and all terms of the Distribution, including, without
           limitation, the distribution ratio and the form, structure and terms
           of any transaction(s) to effect the Distribution and the timing of
           and conditions to the consummation thereof. In addition, E-Z-EM may
           at any time and from time to time until the completion of the
           Distribution decide to abandon the Distribution or modify or change
           the terms of the Distribution, including, without limitation, by
           accelerating or delaying the timing of the completion of all or part
           of the Distribution.

     2.4   Conditions To Distribution. Subject to Section 2.3, the following are
           conditions to the consummation of any part of the Distribution. The
           conditions are for the sole benefit of E-Z-EM and shall not give rise
           to or create any duty on the part of E-Z-EM or the E-Z-EM Board to
           waive or not waive any such condition.

           2.4.1  Effective Exchange Act Registration Statement; Periodic
                  Filings. The Exchange Act Registration Statement shall have
                  remained effective under the Exchange Act and AngioDynamics
                  shall be current with its periodic filings under the Exchange
                  Act. There shall be no stop order with respect to any
                  prospectus or registration statement filed by AngioDynamics,
                  nor any stop trading order in effect relating to the
                  AngioDynamics Common Stock.

           2.4.2  Blue Sky Laws. The actions and filings, if any, with regard to
                  state securities and blue sky laws of the United States (and
                  any comparable Laws under any foreign jurisdictions) described
                  in Section 2.2.3 shall have been taken and, where applicable,
                  have become effective or been accepted.

           2.4.3  Nasdaq Listing. The AngioDynamics Common Stock to be delivered
                  in the Distribution shall have been approved for listing on
                  Nasdaq, subject to official notice of issuance.

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           2.4.4  IRS Ruling/Tax Opinion. If the Distribution has not taken
                  place on or prior to February 5, 2005, then E-Z-EM shall have
                  received an opinion from its tax counsel to the effect that
                  the Distribution qualifies as a tax-free spin-off both to
                  E-Z-EM and the holders of E-Z-EM Common Stock who receive
                  AngioDynamics Common Stock in the Distribution (resulting in
                  no recognition of gain or loss or other realization of
                  income).

           2.4.5  Charter and Bylaws. AngioDynamics' Amended and Restated
                  Certificate of Incorporation and Amended and Restated Bylaws
                  in substantially the forms in effect on the closing of the
                  Offering shall remain in effect.

           2.4.6  Ancillary Agreements. Each of the Ancillary Agreements shall
                  have been duly executed and delivered by the parties thereto
                  and shall be in full force and effect.

           2.4.7  Payment of Intercompany Indebtedness to E-Z-EM. E-Z-EM shall
                  have received the three million dollar ($3,000,000) payment
                  required under (and at the time set forth in) Section 1.1
                  hereof.

           2.4.8  Governmental Approvals. Any material Governmental Approvals
                  necessary to consummate the Distribution or any portion
                  thereof shall have been obtained and be in full force and
                  effect.

           2.4.9  No Legal Restraints. No order, injunction or decree issued by
                  any court or agency of competent jurisdiction or other legal
                  restraint or prohibition preventing the consummation of all or
                  any portion of the Distribution shall be in effect, and no
                  other event outside the control of E-Z-EM shall have occurred
                  or failed to occur that prevents the consummation of all or
                  any portion of the Distribution.

           2.4.10 No Inadvisable Event. In addition to, and not in lieu of the
                  provisions of Section 2.3, the E-Z-EM Board shall have
                  approved the Distribution and shall have not determined that
                  any events or developments shall have occurred that make it
                  inadvisable to effect the Distribution.

     2.5   E-Z-EM agrees that if, after the Offering, the E-Z-EM Board decides
           not to complete the Distribution or waives a material condition to
           the Distribution set forth in Section 2.4, E-Z-EM will issue a press
           release to disclose the change in intent or waiver, as applicable, or
           file a report on Form 8-K with the Commission.

     2.6   Fractional Shares. No certificates representing fractional shares of
           AngioDynamics Common Stock will be distributed in the Distribution.
           Instead, on the Payment Date, E-Z-EM shall direct the Distribution
           Agent (i) to determine, based on the Distribution ratio, the amount
           of the fractional share of AngioDynamics Common Stock allocable to
           each holder of record or beneficial owner of E-Z-EM Common Stock and
           to aggregate all such fractional shares into whole shares; (ii) to
           sell the resulting number of whole shares, at the direction of
           E-Z-EM, in open market transactions or otherwise, at the then
           prevailing trading prices, and (iii) to cause to be distributed to
           each such holder or for the benefit of each such beneficial owner to
           which a fractional share shall be allocable such holder or owner's
           ratable share of the proceeds of such sale, after making appropriate
           deductions for any amount required to be withheld for United States
           federal income tax purposes and to repay expenses reasonably incurred
           by the Distribution Agent, including all brokerage charges,
           commissions and transfer taxes, in connection with such sale. E-Z-EM
           and the Distribution Agent shall use their reasonable commercial
           efforts to aggregate the shares of E-Z-EM Common Stock that may be
           held by any beneficial owner thereof through more than one account in
           determining the fractional share allocable to such beneficial owner.

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3    COVENANTS AND OTHER MATTERS

     3.1   Release of E-Z-EM from Credit Support Arrangements. Each party
           acknowledges that, to the best of its knowledge, E-Z-EM has not
           provided or issued, for the benefit of AngioDynamics, any guarantee,
           letter of credit, keepwell or support agreement or other credit
           support document, instrument or other similar arrangement (the
           "Credit Support Arrangements"), other than Credit Support
           Arrangements that have been released or waived, or terminate in
           accordance with their respective terms upon the completion of the
           Offering. In the event that the parties become aware of pre-Offering
           Credit Support Arrangements in the future, AngioDynamics (i) shall
           use all commercially reasonable efforts to cause the obligations of
           members of the E-Z-EM Group to be unconditionally released as of the
           Payment Date or as promptly as practicable thereafter, (ii) shall
           execute and deliver any and all such instruments of substitution and
           such other instruments or agreements as shall be necessary in
           connection with the discharge by AngioDynamics of its obligations
           under this sentence, and (iii) shall not modify or renew, or amend
           the terms of any agreement, instrument or obligation underlying any
           of the Credit Support Arrangements in any manner that could increase,
           extend or give rise to liability of a member of the E-Z-EM Group
           under any such Credit Support Arrangements.

     3.2   Further Assurances and Agreements. In addition to the actions
           specifically provided for elsewhere in this Agreement and the
           Ancillary Agreements, each of E-Z-EM and AngioDynamics shall use its
           reasonable efforts, prior to, on and after the Distribution Date, to
           take, or cause to be taken, all actions, and do, or cause to be done,
           all things, and agree to execute, or cause to be executed, by the
           appropriate parties and deliver, as appropriate, such other
           agreements, instruments and other documents, as such action, thing,
           agreement, instrument or other document may be necessary or desirable
           in order to consummate and make effective the transactions
           contemplated by this Agreement and the Ancillary Agreements.

     3.3   Further Filings by E-Z-EM at the U.S. Patent and Trademark Office.
           Each of E-Z-EM (on behalf of the applicable members of the E-Z-EM
           Group), as transferor, and AngioDynamics, without further
           consideration, agrees (i) to execute and deliver (and E-Z-EM will
           cause any applicable E-Z-EM Group member to execute and deliver) such
           instruments of transfer, conveyance, assignment, substitution and
           confirmation, and to cause same to be filed and/or recorded with the
           U.S. Patent and Trademark Office prior to the date that is six (6)
           months after the completion of the Offering so as to fully effect the
           contributions and transfers to AngioDynamics by E-Z-EM pursuant to
           that certain Contribution Agreement dated as of June 1, 1996 (the
           "Contribution Agreement") and (ii) to take such action as
           AngioDynamics may reasonably deem necessary or desirable in order
           more effectively to transfer, convey and assign to AngioDynamics and
           confirm AngioDynamics' title to all of the assets, rights and other
           things of value contemplated to be transferred or allocated to it
           pursuant to the Contribution Agreement.

     3.4   Manufacturing Arrangements. AngioDynamics agrees that it will
           continue to manufacture the products currently being manufactured for
           E-Z-EM at the respective prices currently charged for such products.
           E-Z-EM agrees to use all commercially reasonable efforts to engage a
           new manufacturer for such products (or comparable products) on or
           prior to December 31, 2004, and AngioDynamics agrees to assist and
           cooperate (at E-Z-EM's expense) with E-Z-EM's change in manufacturer
           for the aforementioned products. If the change in manufacturer for
           the products has not occurred by December 31, 2004, then E-Z-EM and
           AngioDynamics hereby agree that the prices for such products shall be
           increased so as to result in AngioDynamics achieving a gross margin
           of 50% on each such product. Ordering quantities shall be at the sole
           discretion of E-Z-EM; however, unless E-Z-EM orders lesser amounts of
           such products, AngioDynamics shall manufacture for E-Z-EM an amount
           of such products sufficient to sell to E-Z-EM an amount of such
           products consistent with (but subject to normal yearly variances) the
           amount sold to E-Z-EM in calendar 2003. The obligations of
           AngioDynamics hereunder shall terminate upon the earlier of either
           (i) 60 days after E-Z-EM gives notice to AngioDynamics that E-Z-EM no
           longer requires such manufacturing services or (ii) in the absence of
           a mutual agreement to the contrary, December 31, 2005.

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           3.4.1  Upon any termination of the above described manufacturing
                  arrangements by E-Z-EM, E-Z-EM agrees to purchase any finished
                  materials at the agreed upon prices therefor and to acquire
                  from AngioDynamics, at AngioDynamics' cost, such raw materials
                  and components of final products as AngioDynamics was
                  reasonably required to maintain in inventory or as supplies to
                  meet the reasonably anticipated demand by E-Z-EM for
                  AngioDynamics' completed products. For purposes of the
                  preceding sentence, inventory and supplies shall be deemed to
                  be "reasonable" if they do not exceed that required by E-Z-EM
                  over a typical three-month period. AngioDynamics will continue
                  to fulfill E-Z-EM's orders until the effective date of the
                  termination.

           3.4.2  E-Z-EM's unperformed payment obligations and AngioDynamics
                  unperformed manufacturing obligations under the arrangements
                  in this Section 3.4 shall survive the termination of the
                  above-described manufacturing arrangements.

           3.4.3  AngioDynamics shall be liable to E-Z-EM, and shall indemnify
                  and hold E-Z-EM harmless from and against any Claims to the
                  extent caused by the negligence, gross negligence or willful
                  misconduct of AngioDynamics (or those performing the
                  manufacturing services on behalf of AngioDynamics) in
                  performing its obligations under this Section 3.4. E-Z-EM
                  shall be liable to AngioDynamics, and shall indemnify and hold
                  AngioDynamics harmless from and against any Claims to the
                  extent caused by E-Z-EM's modifications, if any, to the
                  products manufactured by AngioDynamics, or product defects
                  that resulted from product specifications provided by E-Z-EM
                  to AngioDynamics.

           3.4.4  Nothing set forth herein shall require E-Z-EM to engage
                  AngioDynamics' to manufacture for any products. E-Z-EM agrees
                  that its obligation to acquire inventory and supplies as set
                  forth in Section 3.4.1 includes inventory and supplies
                  existing on the date hereof to be used by AngioDynamics on the
                  production of products for E-Z-EM.

     3.5   Distribution Arrangements. The parties agree that, if negotiations
           are not completed before the Offering, they will continue to
           negotiate (or, in the case of E-Z-EM, will cause its United Kingdom
           and Canadian subsidiaries to negotiate) in good faith the terms of
           distribution agreements relating to AngioDynamics' products in the
           United Kingdom and Canada. Although subject to the terms of
           definitive agreements, the parties agree that (in the absence of an
           agreement to the contrary) each such agreement will be for three
           years on an exclusive basis, and shall such other terms and
           conditions as AngioDynamics has typically agreed to in contracts with
           unrelated parties. Furthermore, effective May 31, 2004, the parties
           acknowledge that no E-Z-EM subsidiary is continuing as a distributor
           of AngioDynamics' products in Belgium, The Netherlands and
           Luxembourg.

     3.6   Confidentiality and Agreement for the Exchange of Information.

           3.6.1  Confidentiality.

                  3.6.1.1 Except as set forth below and in any Ancillary
                  Agreement with respect to the matters specified therein, upon
                  the completion of the Offering, each of AngioDynamics and
                  E-Z-EM agree that it shall not, except with the prior written
                  consent of the other, at any time within six years of the
                  closing of the Offering, directly or indirectly, disclose,
                  divulge, reveal, report, publish, transfer or use, for any
                  purpose whatsoever, any Confidential Information.
                  Notwithstanding the foregoing, each Party may disclose
                  Confidential Information to its directors, officers,
                  shareholders and employees, but only on a bona fide "need to
                  know" basis, and only if the relevant other person(s) or
                  entity(ies) agree to be bound by this Agreement. Each party
                  shall be responsible for the breach by any such other person
                  of his or her confidentiality obligations to the same extent
                  as if such breach was made by such party. Without limiting the
                  foregoing

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                  obligations, each party agrees to use all reasonable
                  precautions (including taking legal action if necessary or
                  appropriate) to prevent the unauthorized disclosure of the
                  Confidential Information, which precautions shall in no event
                  be less than such party's treatment of its own Confidential
                  Information of a similar nature.

                  3.6.1.2 Disclosure of Confidential Information shall not be
                  prohibited if such disclosure is directly pursuant to the
                  disclosure obligations under the NASD Rules, the rules and
                  regulations of the American Stock Exchange, the Securities Act
                  and/or the Exchange Act, or a valid and existing order of a
                  court or other governmental body or agency of competent
                  jurisdiction; provided in each case, however, that, if
                  practicable in light of filing or other notification
                  requirements under the applicable regulatory scheme, (i) each
                  party shall first have given prompt notice to the other of any
                  such possible or prospective order (or proceeding pursuant to
                  which any such order may result), (ii) the other Party shall
                  have been afforded a reasonable opportunity to review such
                  disclosure and to prevent or limit any such disclosure and
                  (iii) each party shall use its best efforts to prevent or
                  limit any such disclosure by means of a protective order or a
                  request for confidential treatment.

           3.6.2  Provision of Information. Each of E-Z-EM (on behalf of the
                  E-Z-EM Group) and AngioDynamics agrees to provide, or cause to
                  be provided, to the other, as soon as reasonably practicable
                  after written request therefor, any Information in the
                  possession or under the control of the other that the
                  requesting party requests (i) to comply with reporting,
                  disclosure, filing or other requirements imposed on the
                  requesting party (including under applicable securities or tax
                  Laws) by a Governmental Authority having jurisdiction over the
                  requesting party, (ii) for use in connection with any other
                  judicial, regulatory, administrative, tax or other proceeding
                  or in order to satisfy audit, accounting, claims, regulatory,
                  litigation, tax or other similar requirements, in each case
                  other than claims or allegations that one party to this
                  Agreement has against the other, (iii) subject to the
                  foregoing clause (ii) above, to comply with its obligations
                  under this Agreement or any Ancillary Agreement, or (iv) in
                  connection with the ongoing businesses of E-Z-EM or
                  AngioDynamics as it relates to the conduct of such businesses
                  prior to the Payment Date, as the case may be; provided,
                  however, that in the event that any party determines that any
                  such provision of Information could be commercially
                  detrimental, violate any Law or agreement, or waive any
                  attorney-client privilege, the parties shall take all
                  reasonable measures to permit the compliance with such
                  obligations in a manner that avoids any such harm or
                  consequence.

           3.6.3  Internal Accounting Controls. In addition to the accounting
                  and audit-related provisions in the Corporate Agreement, after
                  the Distribution Date, each of E-Z-EM (on behalf of the E-Z-EM
                  Group) and AngioDynamics shall maintain in effect, at its own
                  cost and expense, adequate systems and controls for its
                  business, to the extent necessary to enable the other to
                  satisfy their respective reporting, accounting, audit and
                  other obligations.

           3.6.4  Ownership of Information. Any Information owned by E-Z-EM (or
                  any member of the E-Z-EM Group) or AngioDynamics that is
                  provided to AngioDynamics or E-Z-EM, as applicable, pursuant
                  to this Section 3.6 shall be deemed to remain the property of
                  the party providing such Information. Unless specifically set
                  forth herein, nothing contained in this Agreement shall be
                  construed as granting or conferring rights of license or
                  otherwise in any such Information.

           3.6.5  Record Retention. To facilitate the possible exchange of
                  Information pursuant to this Section 3.6 and other provisions
                  of this Agreement after the Distribution Date, each party
                  agrees to use its reasonable commercial efforts to retain all
                  Information in its respective possession or control on the
                  Distribution Date substantially in accordance with its
                  policies as in effect on the Distribution Date. AngioDynamics
                  shall not amend its record retention policies (or establish
                  such policies for a Subsidiary that is different from that of
                  AngioDynamics on the

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                  date hereof) prior to the Distribution Date without the
                  consent of E-Z-EM. AngioDynamics shall retain, in a manner
                  allowing for reasonable access, Information constituting audit
                  work papers and work papers from internal audits, in each case
                  relating to periods prior to the Distribution Date for at
                  least six years thereafter. Except as set forth in any
                  Ancillary Agreement, at any time after the Distribution Date,
                  each party may amend its respective record retention policies
                  at such party's discretion, but in the case of AngioDynamics,
                  subject to the immediately preceding sentence; provided,
                  however, that if a party desires to effect the amendment
                  within three (3) years after the Distribution Date, the
                  amending party must give thirty (30) days prior written notice
                  of such change in the policy to the other party to this
                  Agreement. No party will destroy, or permit any of its present
                  or future Subsidiaries to destroy, any Information that exists
                  on the Distribution Date (other than Information that is
                  permitted to be destroyed under the current record retention
                  policy of such party) without first using its reasonable
                  commercial efforts to notify the other party of the proposed
                  destruction and giving the other party the opportunity to take
                  possession of such Information prior to such destruction.

           3.6.6  Limitation of Liability. No party shall have any liability to
                  any other party in the event that any Information exchanged or
                  provided pursuant to this Section 3.6 is found to be
                  inaccurate, in the absence of willful misconduct by the party
                  providing such Information. No party shall have any liability
                  to any other party if any Information is destroyed or lost
                  after reasonable commercial efforts by such party to comply
                  with the provisions of Section 3.6.5.

           3.6.7  Other Agreements Providing For Exchange of Information. With
                  respect to the specific issues covered by the Ancillary
                  Agreements, the rights and obligations granted under this
                  Section 3.6 are subject to the more specific limitations,
                  qualifications or additional provisions, if any, on the
                  sharing, exchange or confidential treatment of Information set
                  forth in the applicable Ancillary Agreement.

           3.6.8  Production of Witnesses; Records; Cooperation. After the
                  Distribution Date, each of E-Z-EM (on behalf of the E-Z-EM
                  Group) and AngioDynamics agrees to use reasonable commercial
                  efforts to make available to the other, upon written request,
                  their former, current and future officers, employees, other
                  personnel and agents as witnesses and any books, records or
                  other documents within its control or which it otherwise has
                  the ability to make available, to the extent that any such
                  person (giving consideration to business demands of such
                  officers, employees, other personnel and agents) or books,
                  records or other documents may reasonably be required in
                  connection with any legal, regulatory, administrative or other
                  proceeding in which the requesting party may from time to time
                  be involved, regardless of whether such legal, regulatory,
                  administrative or other proceeding is a matter with respect to
                  which indemnification may be sought hereunder. The requesting
                  party shall bear all reasonable costs and expenses of the
                  other party in connection with the latter party's compliance
                  with the foregoing requests.

     3.7   Expenses. Except as otherwise provided in this Agreement and/or the
           Ancillary Agreements, all out-of-pocket costs and expenses of the
           parties in connection with the Distribution shall be the
           responsibility of E-Z-EM.

     3.8   Governmental Approvals. The parties acknowledge that certain of the
           transactions contemplated by this Agreement and the Ancillary
           Agreements may be subject to certain conditions established by
           applicable regulations, orders, and approvals of Governmental
           Authorities ("Existing Authority"). The parties intend to implement
           this Agreement, the Ancillary Agreements and the transactions
           contemplated hereby and thereby consistent with and to the extent
           permitted by applicable Existing Authority and to cooperate toward
           obtaining and maintaining in effect such Governmental Approvals as
           may be required in order to implement this Agreement and each of the
           Ancillary Agreements as fully as possible in accordance with their
           respective terms. To the extent that any of the transactions

                                        8

<PAGE>

           contemplated by this Agreement or any Ancillary Agreement require any
           Governmental Approvals, the parties will use their reasonable
           commercial efforts to obtain any such Governmental Approvals.

     3.9   Non-Competition.

           3.9.1  Except as permitted under Sections 3.9.2 and 3.9.3, for a
                  period of two years from the completion of the Offering, (i)
                  AngioDynamics shall not engage in any activities or lines of
                  business included within the E-Z-EM Business and (ii) E-Z-EM
                  shall not engage in any activities or lines of business
                  included within the AngioDynamics Business. (For purposes of
                  this Section 3.9, the business of the other party is
                  hereinafter referred to as "Prohibited Activities" of a
                  party.) Solely as between AngioDynamics and E-Z-EM, to the
                  maximum extent permitted under Section 122(17) of the Delaware
                  General Corporation Law, each of AngioDynamics and E-Z-EM
                  hereby renounces an interest or expectancy in being offered an
                  opportunity to participate in business opportunities that are
                  Prohibited Activities during the above-referenced two-year
                  period.

           3.9.2  Notwithstanding anything in this Agreement to the contrary,
                  E-Z-EM and, subject to Articles 1 and 6 of the Corporate
                  Agreement, AngioDynamics shall be permitted to make
                  acquisitions of and investments in any entity engaged in
                  Prohibited Activities; provided, that, the aggregate of all
                  Prohibited Activities will have represented in such entity's
                  most recently completed fiscal year not more than 20% of the
                  consolidated revenues or net income of such entity being
                  acquired or in which the investment is being made.

           3.9.3  Notwithstanding anything in this Agreement to the contrary,
                  this Section 3.9 shall not apply to (i) any Person (an
                  "Acquiror") who becomes an Affiliate of AngioDynamics or
                  E-Z-EM, as applicable, after the completion of the Offering as
                  a result of an acquisition of Equity Securities, or (ii) any
                  Person who was an Affiliate of such Acquiror prior to such
                  acquisition. Nothing herein shall be deemed as limiting the
                  restrictions on issuances of Equity Securities under the
                  Corporate Agreement or any other Ancillary Agreement.

     3.10  Use of Other Party's Name and Marks. AngioDynamics acknowledges that
           E-Z-EM shall own all rights in the "E-Z-EM" name and logo and related
           tradenames and marks, and E-Z-EM acknowledges that AngioDynamics
           shall own all rights in the name "AngioDynamics" and AngioDynamics's
           logo and related tradenames and marks. Subject to the final sentence
           of this Section 3.10, within thirty (30) days following the
           Distribution Date, each party shall (x) cease, and shall cause each
           of its Subsidiaries, if any, to cease, to all use of the other
           parties name or any variation thereof as part of its corporate or
           organizational name, including by causing all licenses,
           certifications and authorizations issued to its respective personnel,
           the name of which includes or included the name of the other party or
           any variation thereof, to be reissued or amended, to the extent
           necessary, to remove from such licenses, certifications and
           authorizations any references to the other party's name or any
           variation thereof in the names of the holders thereof that may be
           reflected on such licenses, certifications and authorizations (or any
           related documentation). Subject to the final sentence of this Section
           3.10, within sixty (60) days following the Distribution Date, each
           party shall cease, and shall cause all of its personnel and
           Subsidiaries, if any, to cease all other use of the other party's
           name and any variation thereof (including in the URL of any website,
           unless the other party consents thereto in writing), and the other
           party's logo and related tradenames and marks. A party may use such
           names, logos and marks of the other during such 60-day period only to
           the extent (if any) that it is not practical to change or replace any
           existing signs, letterheads, business cards, invoices or other
           business forms, telephone directory listings or promotional material,
           provided that each party shall maintain, and shall cause its
           respective personnel and Subsidiaries, if any, to maintain the same
           standards of quality with respect to such names, logos and marks as
           previously exercised. Notwithstanding anything in this Section 3.10
           to the contrary, each party may continue, up to and including the
           later of (i) December 31, 2004 or (ii) six months after the Payment
           Date, to distribute in the ordinary course of business promotional
           materials that contain references to the other's name and related
           tradenames, marks and

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<PAGE>

           logos. Furthermore, prior to the Payment Date, each party may use the
           other party's name in press releases to the extent beneficial in
           making such press releases not misleading at the time released.

4    OPTION PLANS

     4.1   E-Z-EM Option Plans. Prior to the Payment Date, E-Z-EM will take all
           action necessary and appropriate to effect amendments to the E-Z-EM
           Option Plans such that (i) the Distribution will not be deemed a
           "termination" of the employment of any AngioDynamics Employee for the
           purposes of such Plans, and (ii) following the Distribution,
           termination of employment of any AngioDynamics Employee for the
           purposes of such Plans will be determined by reference to employment
           by AngioDynamics or any of its Subsidiaries. Following the
           Distribution, E-Z-EM shall continue the E-Z-EM Option Plans, as so
           amended, and shall continue to reserve those shares of E-Z-EM Common
           Stock already reserved for issuance thereunder.

     4.2   Existing AngioDynamics Option Plans. Prior to the completion of the
           Offering, AngioDynamics shall take all action necessary and
           appropriate to present to E-Z-EM all, if any, of AngioDynamics' stock
           option plans that have not yet been approved by E-Z-EM, in its
           capacity as the sole stockholder of AngioDynamics, and E-Z-EM hereby
           agrees to approve same. The provisions of clauses (i) and (ii) of
           Section 4.1 shall apply to AngioDynamics mutatis mutandis.
           AngioDynamics hereby agrees to continue to reserve at least those
           shares of AngioDynamics Common Stock already reserved for issuance
           thereunder.

     4.3   AngioDynamics Adjustment Plans. Prior to the completion of the
           Offering, AngioDynamics shall take, or cause to be taken, all action
           necessary and appropriate (i) to ratify the adoption of all necessary
           AngioDynamics Adjustment Plans, and (ii) to present the AngioDynamics
           Adjustment Plans to E-Z-EM, as the sole stockholder of AngioDynamics,
           for approval. To the extent authorized by E-Z-EM prior to the
           completion of the Offering, AngioDynamics shall reserve for issuance
           under each AngioDynamics Adjustment Plan such number of shares of
           AngioDynamics Common Stock necessary to grant Options pursuant to
           Section 4.4.2 hereof. Any shares reserved for issuance under an
           AngioDynamics Adjustment Plan that are not used to grant
           AngioDynamics Options under Section 4.4.2 will not be available for
           future awards thereunder.

     4.4   Treatment of Existing E-Z-EM Options. After the Distribution Date and
           prior to the Payment Date, each Existing E-Z-EM Option will be
           converted into an Adjusted E-Z-EM Option and will entitle the grantee
           to receive a grant of a AngioDynamics Option, as follows:

           4.4.1  Following the Payment Date, each Existing E-Z-EM Option will
                  survive as an Adjusted E-Z-EM Option in accordance with the
                  terms of the Existing Option and the terms of (i) the relevant
                  non-plan grant, or (ii) E-Z-EM Option Plan, as amended
                  pursuant to Section 4.1 hereof, as the case may be, except
                  that the exercise price of, and number of shares of E-Z-EM
                  Common Stock subject to the Adjusted E-Z-EM Option will be
                  determined as provided in Section 4.6 hereof. E-Z-EM shall use
                  all commercially reasonable efforts to enter into new option
                  agreements with each grantee of an Adjusted E-Z-EM Option,
                  reflecting the modifications required by this Section 4.

           4.4.2  After the Distribution Date and prior to the Payment Date,
                  AngioDynamics shall grant, to each grantee of an Existing
                  E-Z-EM Option, an AngioDynamics Option, under the appropriate
                  AngioDynamics Adjustment Plan, Existing AngioDynamics Option
                  Plan or pursuant to a non-plan grant, as the case may be,
                  which option will be subject to the same terms and conditions
                  of the Existing E-Z-EM Option, except that (i) the option will
                  be exercisable to purchase shares of AngioDynamics Common
                  Stock and the exercise price of, and number of shares of
                  AngioDynamics Common Stock subject to, the AngioDynamics
                  Options shall be determined as provided in Section 4.5 below,
                  and (ii) the vesting and lapsing thereof shall be adjusted as
                  set forth in Section 4.6 below. AngioDynamics shall use all

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<PAGE>

                  commercially reasonable efforts to enter into new option
                  agreements with each grantee of an option to acquire
                  AngioDynamics Common Stock under this Section 4.4.2, which
                  agreements will reflect the modifications required by this
                  Section 4.

     4.5   Adjustment and Setting of Number of Shares and Exercise Prices.

           4.5.1  The number of shares of E-Z-EM Common Stock subject to each
                  Adjusted E-Z-EM Option will equal the number of shares of
                  E-Z-EM Common Stock subject to the Existing E-Z-EM Option that
                  survives as the applicable Adjusted E-Z-EM Option. Subject to
                  Section 4.5.2, AngioDynamics and E-Z-EM agree to establish (y)
                  the ratio of the exercise price of the AngioDynamics Options
                  to the market price of the AngioDynamics Common Stock equal to
                  (z) the ratio of the exercise price of the Adjusted E-Z-EM
                  Options to the market price of the E-Z-EM Common Stock. In no
                  event will options to purchase any fractional shares of E-Z-EM
                  Common Stock or AngioDynamics Common Stock be issued, nor will
                  any cash be paid in lieu thereof. Options will be issued for
                  whole shares only, determined by rounding down.

           4.5.2  The number of shares of E-Z-EM Common Stock and AngioDynamics
                  Common Stock subject to options and the adjusted exercise
                  price of each Adjusted E-Z-EM Option and of the related
                  AngioDynamics Option shall be determined in such a manner so
                  that the aggregate "intrinsic value" of the Adjusted E-Z-EM
                  Option and the AngioDynamics Option together will equal the
                  intrinsic value of the Existing E-Z-EM Stock Option to which
                  such options relate. For the purposes of this Section 4.5.2,
                  "intrinsic value" means:

                  4.5.2.1 with respect to each Existing E-Z-EM Stock Option, the
                  difference between the exercise price and the last reported
                  sale price of E-Z-EM Common Stock on the last date on which
                  E-Z-EM Common Stock trades as though E-Z-EM still owns
                  AngioDynamics (i.e., the last date on which E-Z-EM trades on
                  an "on dividend" basis), as reported by the American Stock
                  Exchange, multiplied by the number of shares of E-Z-EM Common
                  Stock covered by such option;

                  4.5.2.2 with respect to each Adjusted E-Z-EM Option, the
                  difference between the exercise price and the average of the
                  last reported sales prices of E-Z-EM Common Stock on the date
                  immediately after the Payment Date, as reported by the
                  American Stock Exchange, multiplied by the number of shares of
                  E-Z-EM Common Stock covered by such option; and

                  4.5.2.3 with respect to each AngioDynamics Option granted
                  pursuant to Section 4.4.2, the difference between the exercise
                  price and the average of the last reported sales prices of
                  AngioDynamics Common Stock on date immediately after the
                  Payment Date, as reported by the Nasdaq National Market,
                  multiplied by the number of shares of AngioDynamics Common
                  Stock covered by such option.

     4.6   Vesting and Lapsing of AngioDynamics Options. The AngioDynamics
           Options granted under Section 4.4.2 will vest and become exercisable
           in accordance with the terms of the Existing E-Z-EM Options to which
           they relate, but will expire on the earlier of (i) the date on which
           the Existing E-Z-EM Option would have expired (subject to Section
           4.1) or (ii) the date calculated as follows:

           4.6.1  For officers and directors of AngioDynamics,

                  4.6.1.1 One-half of the AngioDynamics Options will expire upon
                  the later of (i) 12 months after one-half of the options
                  become exercisable in full and (ii) 12 months after expiration
                  of the 180-day lock-up period described in the "Underwriting"
                  section of the IPO Registration Statement.

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<PAGE>

                  4.6.1.2 The remaining one-half of the options will expire upon
                  the later of (i) 24 months after the remaining one-half of the
                  options become exercisable in full and (ii) 24 months after
                  expiration of the 180-day lock-up period described in Section
                  4.6.1.1.

           4.6.2  For all other options recipients,

                  4.6.2.1 One-half of their options will expire upon the later
                  of (i) 12 months after one-half of the options become
                  exercisable in full and (ii) 12 months from the Payment Date.

                  4.6.2.2 The remaining one-half of their options will expire
                  upon the later of (i) 24 months after the remaining one-half
                  of the options become exercisable in full and (ii) 24 months
                  from the Payment Date.

     4.7   Employment Taxes. Upon the exercise of AngioDynamics Options granted
           under any AngioDynamics Adjustment Plan, AngioDynamics, as agent for
           E-Z-EM, shall collect and timely remit to E-Z-EM the employee's share
           of all required employment taxes (including federal and state income
           taxes required to be withheld and the employee's share of FICA taxes)
           relating to such exercises, and shall otherwise cooperate in such
           fashion, provide such information and take such action as E-Z-EM may
           request to assure that proper and timely employment tax remittance
           and reporting is made by E-Z-EM with respect to such exercises and to
           establish E-Z-EM's entitlement to deduct on its income tax returns
           the compensation expense arising from such exercises, pursuant to
           Treas. Reg. Section 1.83-6. Provided that AngioDynamics fulfills its
           obligations under this Section 4.7, AngioDynamics shall be entitled
           to receive and retain the aggregate exercise price payable to
           AngioDynamics upon such exercises.

     4.8   Communication Regarding Termination Of Employment and Effect on
           Outstanding Options. E-Z-EM shall promptly notify AngioDynamics of
           the termination of employment of any E-Z-EM Employee holding
           AngioDynamics Options. AngioDynamics shall promptly notify E-Z-EM of
           the termination of employment of any AngioDynamics Employee holding
           an E-Z-EM Option. Such notices with respect to termination shall
           specify the date of termination, the reason for termination (e.g. for
           cause, without cause, upon a change of control, etc.), whether the
           termination is with or without written consent and the effect that
           such termination has on any outstanding grant or award of options.

     4.9   Determination of Consent to Termination of Employment Plans. Each
           party agrees that the giving or withholding of consent to the
           termination of employment of any E-Z-EM Employee or AngioDynamics
           Employee, as the case may be, shall be as determined by the party
           employing such person and stated in the notice of termination as
           required by Section 4.8 hereof.

5    BENEFIT PLANS

     5.1   Benefit Matters Generally.

           5.1.1  Subject to the other terms and conditions of this Section 5
                  (including without limitation the termination provisions of
                  Section 5.10), after the Offering, E-Z-EM shall maintain and
                  administer the existing E-Z-EM Plans through the earlier of
                  (i) the Payment Date and (ii) the next anniversary date of the
                  applicable E-Z-EM Plan.

           5.1.2  E-Z-EM and AngioDynamics acknowledge and agree that
                  AngioDynamics has previously established its own medical,
                  dental and short-term disability Plans separate and apart from
                  any Employee Welfare Plans of E-Z-EM, and that AngioDynamics
                  is solely responsible for the funding, administration and all
                  other matters related thereto (which shall be unaffected by
                  this Agreement). Additionally, each party is responsible for
                  the funding of E-Z-EM Plans for its own Employees prior to the
                  termination of E-Z-EM's obligations to maintain such

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<PAGE>

                  E-Z-EM Plans under this Section 5. AngioDynamics hereby agrees
                  to use all reasonable commercial efforts to establish, prior
                  to the Payment Date, AngioDynamics' Employee Welfare Plans and
                  business insurance policies separate and apart from any
                  applicable E-Z-EM "master policy" and other E-Z-EM Plans;
                  provided, however, that AngioDynamics shall obtain its own
                  directors and officers insurance prior to the completion of
                  the Offering and E-Z-EM's obligations with respect thereto
                  shall terminate upon the completion of the Offering.
                  Furthermore, and regardless of when the Payment Date occurs
                  (if at all), after the termination of E-Z-EM's obligations to
                  maintain a particular E-Z-EM Plan, each party shall fund and
                  maintain its own separate corresponding Plan. Accordingly, any
                  Claims or Proceedings by or on behalf of Employees or any
                  federal, state or local government agency for alleged
                  underfunding of, or failure to make payments to, health and
                  welfare funds based on acts or omissions will be the sole
                  responsibility of each party as to its own Employees and the
                  responsible party will indemnify, defend, and hold harmless
                  the other from any such Claims.

           5.1.3  Effective immediately prior to the termination of E-Z-EM's
                  obligations under this Section 5 with respect to a particular
                  Plan, AngioDynamics hereby assumes (i) the complete
                  responsibility for providing coverage under Employee Welfare
                  Plans to the AngioDynamics Employees and administering such
                  Employee Welfare Plans, and (ii) the associated liabilities
                  and accrued obligations of and relating to all AngioDynamics
                  Employees (and their eligible dependents and beneficiaries
                  under the terms of the aforementioned Plans) who participate
                  in the AngioDynamics Employee Welfare Plans. Nothing contained
                  in the preceding sentence limits the obligations of
                  AngioDynamics to make the contributions and other payments to
                  E-Z-EM required under the balance of this Section 5.

           5.1.4  Refunds. In the event that subsequent to the date on which
                  AngioDynamics is covered under its own Employee Welfare Plans
                  (the "AngioDynamics Plan Commencement Date"), refunds are
                  received from, or additional premium adjustments become
                  payable to, carriers providing health or medical insurance
                  where such amounts are the result of actual experience
                  differing from that used to compute premiums for any periods
                  prior to the AngioDynamics Plan Commencement Date, such
                  refunds or obligations will be shared between E-Z-EM and
                  AngioDynamics based on the relative percentages of
                  AngioDynamics employees and E-Z-EM employees to the total of
                  all such employees based on the average number of employees
                  during the period to which the refund or obligation relates.

           5.1.5  Service Credits. If Service Credits for all or any
                  AngioDynamics Employees are reflected in, or determined by
                  reference to, the E-Z-EM payroll system records, then for
                  purposes of determining Service Credits under any Plans,
                  AngioDynamics shall credit each AngioDynamics Employee with
                  such Employee's Service Credits and original hire date as may
                  be reflected in the E-Z-EM payroll system records as of the
                  Payment Date. Such Service Credits and hire date shall
                  continue to be maintained as described herein for as long as
                  the Employee is not terminated. Subject to the provisions of
                  ERISA, AngioDynamics may, in its sole discretion, make such
                  decisions as it deems appropriate with respect to determining
                  Service Credits for AngioDynamics Employees whose employment
                  with AngioDynamics is terminated following the Payment Date
                  but who are subsequently re-employed by AngioDynamics.

           5.1.6  Preservation Of Right To Amend Or Terminate Plans. Except as
                  otherwise expressly provided herein, no provision of this
                  Agreement, including, without limitation, the agreement of
                  E-Z-EM or AngioDynamics to make a contribution or payment to
                  or under any Plan for any period, shall be construed as a
                  limitation on the right of E-Z-EM or AngioDynamics to amend
                  such Plan or terminate its participation therein. No provision
                  of this Agreement shall be construed to create any additional
                  rights in any Employee, or dependent or beneficiary of such
                  Employee, under a Plan. AngioDynamics may request changes in
                  the applicable terms

                                       13

<PAGE>

                  of the E-Z-EM Plans; however, the approval of changes in the
                  terms of any of the E-Z-EM Plans shall be in the sole
                  discretion of E-Z-EM, and may be withheld for any or no
                  reason.

     5.2   Benefit Services.

           5.2.1  For so long as E-Z-EM is required to maintain the E-Z-EM Plans
                  under Section 5.1.1, E-Z-EM agrees to provide the same
                  Benefits Services (as defined in Section 5.2.2) to and in
                  respect of the officers, directors and employees and agents of
                  AngioDynamics under the Welfare Benefit Plans that were
                  provided prior to the date hereof.

           5.2.2  The parties acknowledge that the costs, if any, payable by
                  AngioDynamics for Intercompany Services relating to
                  administering the life insurance policy, travel life insurance
                  policy, long-term disability policy and workers compensation
                  policy under E-Z-EM's "master policy" (such subset of
                  Intercompany Services are collectively referred to as the
                  "Benefits Services") are covered in Section 8.1 and Exhibit C
                  as accounting administration services. The parties agree that
                  all fees payable to insurers for such policies shall continue
                  to be invoiced directly from the relevant insurer(s) to
                  AngioDynamics as is the practice on the date hereof, and that
                  any deductions from payroll to pay for such policies shall be
                  administered by AngioDynamics.

           5.2.3  E-Z-EM and AngioDynamics agree to cooperate fully with each
                  other in the administration and coordination of regulatory and
                  administrative requirements associated with the E-Z-EM Plans
                  and any successor Plans adopted by AngioDynamics. Such
                  coordination, upon request, will include (but is not limited
                  to) the following: sharing payroll data for determination of
                  highly compensated associates, providing census information
                  (including accrued benefits) for purposes of running
                  discrimination tests, providing actuarial reports for purposes
                  of determining the funded status of any plan, review and
                  coordination of insurance and other independent third party
                  contracts, and providing for review of all summary plan
                  descriptions, requests for determination letters, insurance
                  contracts, Forms 5500, financial statement disclosure and plan
                  documents.

     5.3   Invoicing and Settlement of Funding and Related Costs.

           5.3.1  After the date the Offering is completed, E-Z-EM will invoice
                  or notify AngioDynamics on a monthly basis of the out of
                  pocket costs, fees, funding contributions and policy premiums
                  incurred in connection with maintaining and funding, as
                  applicable, the E-Z-EM Plans (other than those paid directly
                  by AngioDynamics, as set forth in the first sentence of
                  Section 5.2.2). Such notice shall be consistent with the
                  notices used in connection with costs incurred on behalf of
                  AngioDynamics or other E-Z-EM Subsidiaries on the date hereof
                  (except as otherwise agreed), which reflect the
                  "cross-charges" among E-Z-EM and its Subsidiaries. In
                  connection with the invoicing and notices described in this
                  Section 5.3.1, E-Z-EM will provide to AngioDynamics a
                  reasonable level of billing data and detail. Within 30 days of
                  receipt of any such invoice from E-Z-EM (each, a "Plan Payment
                  Date"), AngioDynamics shall pay E-Z-EM the respective amount
                  set forth therein.

           5.3.2  Except as otherwise agreed by the parties, AngioDynamics shall
                  take such action as is necessary to fund all medical,
                  retirement and other benefit claims payable to or on behalf of
                  AngioDynamics personnel and their dependents to the extent not
                  covered by third party insurance. Benefit claims processing
                  activities performed by E-Z-EM or its subcontractors shall be
                  coordinated to facilitate payments. Following prior written
                  notice of not less than 15 business days, E-Z-EM shall be
                  relieved of any obligation to deliver Benefit Services under
                  this Section 5 at any time when AngioDynamics fails to fund
                  the payment of a properly presented claim, unless
                  AngioDynamics should deliver the required funds within such 15
                  day period.

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<PAGE>

     5.4   401(k) Retirement Plan. On or prior to the Payment Date,
           AngioDynamics shall cause all (if any) references to E-Z-EM to be
           removed from AngioDynamics' 401(k) Plan and shall cause the 401(k)
           Plans to be completely independent. Without limiting the foregoing
           sentence, AngioDynamics shall take such actions as are reasonably
           necessary to exclude E-Z-EM (because of a deemed "control group" or
           otherwise) from the testing or analysis of AngioDynamics' 401(k)
           Plan.

     5.5   Delegation. AngioDynamics hereby delegates to E-Z-EM final, binding
           and exclusive authority, responsibility, and discretion to interpret
           and construe the provisions of any E-Z-EM-administered Employee
           Welfare Plan in which AngioDynamics is participating under this
           Agreement (being those set forth in the first sentence of Section
           5.2.2). E-Z-EM may further delegate such authority to plan
           administrators to:

           5.5.1  provide administrative and other services;
           5.5.2  reach factually supported conclusions consistent with the
                  terms of the Employee Welfare Plans;
           5.5.3  make a full and fair review of each claim denial and decision
                  related to the provision of benefits provided or arranged for
                  under the Employee Welfare Plans, pursuant to the requirements
                  of ERISA, if within sixty days after the receipt of the notice
                  of denial, a claimant requests in writing a review for
                  reconsideration of such decisions. Any such administrator
                  shall notify the claimant in writing of its decision on
                  review, and such notice shall satisfy all ERISA requirements
                  relating thereto; and
           5.5.4  notify the claimant in writing of its decision to review.

     5.6   Limitation of Liability. AngioDynamics agrees that none of E-Z-EM or
           any E-Z-EM Indemnified Person shall have any liability, whether
           direct or indirect, in contract or tort or otherwise, to
           AngioDynamics for or in connection with the payment of the
           out-of-pocket costs, fees, funding contributions and policy premiums
           required hereunder, except for damages which have resulted from the
           gross negligence or willful misconduct of E-Z-EM or such Indemnified
           Person in connection with any such actions or inactions.

     5.7   Reports. E-Z-EM shall provide or shall cause to be provided to
           AngioDynamics data or reports requested by AngioDynamics relating to
           (i) benefits paid to or on behalf of AngioDynamics personnel under
           the E-Z-EM Plans, including but not limited to financial statements,
           claims history, and census information, and (ii) other information
           relating to the E-Z-EM Plans that is required to satisfy any
           reporting or disclosure requirements of ERISA or the Code. E-Z-EM
           will provide such information within a reasonable period of time
           after it is requested. The costs for reports which are prepared by
           E-Z-EM or on behalf of E-Z-EM generally for its business shall be
           billed as part of the amounts payable under this Section 5.

     5.8   Notice. Unless otherwise agreed in writing by the parties,
           AngioDynamics agrees to provide E-Z-EM with at least one month prior
           written notice of any material change in the eligible AngioDynamics
           personnel covered by the E-Z-EM Plans. Notwithstanding the preceding
           sentence, if AngioDynamics provides E-Z-EM with less than one month
           notice of any such change and E-Z-EM is nonetheless able, with
           reasonable efforts, to effectuate such change with such shorter
           notice, then E-Z-EM shall implement the requested change.

     5.9   Self Insured Retention; Increased Insurance Rates. AngioDynamics
           acknowledges that E-Z-EM's business insurance is subject to a
           "self-insured retention" of $500,000 per claim. In connection with a
           third party claim against E-Z-EM based upon the business activities
           and operations of AngioDynamics, AngioDynamics will indemnify and
           hold E-Z-EM harmless with respect to any out-of-pocket payments made
           up to the limit of E-Z-EM's self-insured retention (i.e., repayment
           in full for all amounts paid by E-Z-EM before payments are received
           from a provider under an E-Z-EM Plan). Additionally, if the insurance
           premium charged by the applicable provider to E-Z-EM increases as a

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<PAGE>

           result of the payments by such provider relating to the business and
           operations of AngioDynamics, then (i) the parties shall negotiate in
           good faith the allocation of the increase in the insurance premium
           resulting from the claim based on AngioDynamics' business and
           operations, and shall all commercially reasonable efforts obtain from
           the provider of coverage under such E-Z-EM Plan the hypothetical
           insurance premium had there been no such claim based on
           AngioDynamics' business and operations, and (ii) AngioDynamics shall
           pay E-Z-EM an amount equal to five (5) times the increase in the
           insurance premiums resulting from the claim based upon AngioDynamics'
           business and operations described in clause (i). The parties
           acknowledge that the amount paid in clause (ii) is a reasonable
           estimate of the effect of the increase in aggregate premiums over
           time, and is not a penalty. This provision shall survive this
           Agreement. E-Z-EM shall use commercially reasonable efforts to
           mitigate any damages, including without limitation out-of-pocket
           expenses, to be indemnified by AngioDynamics pursuant to this Section
           5.9. Such efforts include seeking comparable insurance from other
           providers at rates and on other terms more favorable than the
           proposed rates and terms of the then-current insurance provider (as
           modified after the AngioDynamics-related claim).

     5.10  Term and Termination.

           5.10.1 The obligations of the parties under this Section 5 may be
                  terminated by AngioDynamics upon giving E-Z-EM at least 60
                  days prior written notice. E-Z-EM shall deliver to
                  AngioDynamics upon receipt of same (or as soon thereafter as
                  practicable) any refunds or rebates received allocable to the
                  AngioDynamics Employees for periods in which AngioDynamics
                  participated in a Plan, in connection with the reduction in
                  coverage under the E-Z-EM Plans.

           5.10.2 Subject to Section 5.3.2, E-Z-EM may terminate AngioDynamics
                  participation in an E-Z-EM Plan at any time if (i)
                  AngioDynamics shall have failed to perform any of its material
                  obligations under this Agreement relating to such E-Z-EM Plan,
                  (ii) E-Z-EM has notified AngioDynamics in writing of such
                  failure, and (iii) such failure shall have continued for a
                  period of 30 days after receipt of AngioDynamics of notice of
                  such failure. E-Z-EM agrees that after a failure by
                  AngioDynamics to perform its obligations under this Section 5
                  and prior to exercising its termination rights under this
                  Section 5, E-Z-EM will consult for a reasonable period with
                  AngioDynamics in advance of such termination as to its
                  implementation.

           5.10.3 Effect of Termination. Other than as required by law, upon
                  termination of the agreements under this Section 5 in
                  accordance with its terms or the unilateral termination
                  thereof by a party hereto, E-Z-EM will have no further
                  obligation to include AngioDynamics or any of its personnel
                  under the E-Z-EM Plans and AngioDynamics will have no
                  obligation to pay any fees relating the E-Z-EM Plans or make
                  any other payments hereunder; provided that notwithstanding
                  such termination, but subject to the second sentence of
                  Section 5.10.1, AngioDynamics shall remain liable to E-Z-EM
                  for (i) out of pocket costs, fees, funding contributions and
                  policy premiums incurred prior to the effective date of the
                  termination, and (ii) administrative and program costs
                  relating to benefits paid after but incurred prior to the
                  termination of the obligations under this Section 5.

                                       16

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6    INDEMNIFICATION

     6.1   Indemnification by AngioDynamics. AngioDynamics shall indemnify and
           hold harmless E-Z-EM and its officers, directors, stockholders,
           employees or other representatives (for each party, each such Person
           is sometimes referred to as an "Indemnified Person") from and against
           any losses, claims, damages or liabilities, joint and/or several (or
           actions in respect thereof) (collectively, "Claims"), to which E-Z-EM
           or such Indemnified Person may become subject arising out of or due
           to any of the following:

           6.1.1  the failure of AngioDynamics to pay, perform or discharge in
                  due course the liabilities, if any, assumed by AngioDynamics
                  in connection with the Distribution or the separation from
                  E-Z-EM;

           6.1.2  the failure of AngioDynamics to comply with the terms of this
                  Agreement or any of the Ancillary Agreements,

           6.1.3  without limiting Section 6.1.2 above, the tax ramifications
                  set forth in (i) through (iv) below (collectively, the
                  "Adverse Tax Results"), if suffered by E-Z-EM and its
                  stockholders, resulting primarily from action or inaction by
                  AngioDynamics, its transfer agent(s) or any other agent or
                  representative of AngioDynamics, to the extent E-Z-EM or its
                  stockholders are adversely affected: (i) a gain being
                  recognized (or an amount being included in the income of) the
                  stockholders of E-Z-EM upon the receipt of AngioDynamics
                  Common Stock in the Distribution; (ii) a gain or loss being
                  recognized to E-Z-EM upon the completion of the Distribution;
                  (iii) the failure of the basis of the AngioDynamics Common
                  Stock and the E-Z-EM Common Stock in the hands of the
                  stockholders of E-Z-EM after the Distribution to be, in each
                  instance, the same as the aggregate basis of the E-Z-EM
                  stockholders in the E-Z-EM Common Stock immediately before the
                  Distribution (allocated in proportion to the fair market value
                  of each), and/or (iv) the failure of the holding period of the
                  AngioDynamics Common Stock received by the stockholders of
                  E-Z-EM as a result of the Distribution to include the holding
                  period of the E-Z-EM Common Stock with respect to which the
                  AngioDynamics Common Stock was received, provided that such
                  E-Z-EM Common Stock is held as a capital asset on the date of
                  the Distribution. Bases for AngioDynamics becoming obligated
                  to indemnify and hold harmless the applicable Indemnified
                  Persons include, without limitation, if (within the prescribed
                  period under the Code) (y) a sufficient number of shares of
                  AngioDynamics Common Stock is held by new stockholders such
                  that there is a change in ownership of 50% or greater in
                  either the voting power or value of AngioDynamics Common Stock
                  (which may include changes in ownership occurring as a result
                  of the Offering) under the Code, or (y) E-Z-EM's share
                  ownership in AngioDynamics decreases below 80.0% and such
                  decrease results in one of the Adverse Tax Results. E-Z-EM
                  acknowledges that changes in the ownership of E-Z-EM Common
                  Stock that cause such Adverse Tax Results shall not be events
                  for which AngioDynamics shall be required to indemnify E-Z-EM
                  or any Person deriving rights through E-Z-EM;

           6.1.4  any investigating, preparing, pursuing or defending any
                  Proceeding (as defined in Section 6.4) or investigation
                  arising out of or in connection with the funding and other
                  payment obligations of AngioDynamics under Section 5; provided
                  that AngioDynamics will not be responsible for any damages of
                  E-Z-EM or any E-Z-EM Indemnified Person that have resulted
                  from his or its gross negligence or willful misconduct in
                  connection therewith;

           6.1.5  any pre-Offering Credit Support Arrangements;

           6.1.6  the business operations of AngioDynamics prior to the
                  Distribution in which E-Z-EM is a defendant solely because
                  E-Z-EM was the sole stockholder of AngioDynamics;

                                       17

<PAGE>

           6.1.7  without duplication of Section 6.1.4, any Claims for which
                  AngioDynamics is responsible under Section 7.3;

           6.1.8  Claims with respect to Intercompany Services provided under
                  Section 8.1, to the extent that such Claims result from or are
                  attributable to the gross negligence or willful misconduct of
                  AngioDynamics;

           6.1.9  Claims under Sections 3.4 and 5.9, in each case to the extent
                  set forth therein;

           6.1.10 Claims based on any untrue statement of a material fact or
                  material omission (i) in the IPO Registration Statement or any
                  similar document relating to the Offering, other than
                  information provided by (or not provided, as applicable) and
                  relating to E-Z-EM, or (ii) in any document related to the
                  Distribution, to the extent such information is provided (or
                  not provided, as applicable) by AngioDynamics with respect to
                  its own business and operations; and

           6.1.11 any taxes, interest, fines, or penalties assessed by any
                  Governmental Authority against E-Z-EM, plus any fees and
                  expenses incurred by E-Z-EM in connection with any such
                  assessment, as a result of AngioDynamic's failure to discharge
                  its obligations under Section 4.7.

     6.2   Indemnification by E-Z-EM. E-Z-EM shall indemnify and hold harmless
           AngioDynamics and its "Indemnified Persons" from and against any and
           all Claims suffered by AngioDynamics or such Indemnified Person
           arising out of or due to any of the following:

           6.2.1  E-Z-EM's failure to pay, perform or discharge in due course
                  E-Z-EM's liabilities that are not assumed by AngioDynamics in
                  connection with the Distribution or the separation from
                  AngioDynamics;

           6.2.2  any investigating, preparing, pursuing or defending any Claim
                  or Proceeding arising out the gross negligence or willful
                  misconduct of E-Z-EM or any E-Z-EM Indemnified Person with
                  respect to its obligations under Section 5;

           6.2.3  the occurrence of any Adverse Tax Results (as defined in
                  Section 6.1.3 above) with respect to AngioDynamics or
                  AngioDynamics' stockholders as a result of the action or
                  inaction of E-Z-EM, including by way of example (i) transfers
                  of E-Z-EM Common Stock and (ii) plans or agreements to which
                  E-Z-EM is a party (other than the Distribution and plans and
                  agreements to which AngioDynamics is a party) for the
                  transfers of E-Z-EM Common Stock or AngioDynamics Common
                  Stock;

           6.2.4  any Claims for which E-Z-EM is responsible under Section 7.3;

           6.2.5  Claims with respect to Intercompany Services provided under
                  Section 8.1, to the extent that such Claims result from or are
                  attributable to the gross negligence or willful misconduct of
                  E-Z-EM;

           6.2.6  Claims based on any untrue statement of a material fact or
                  material omission (i) in the IPO Registration Statement or any
                  similar document relating to the Offering provided by (or not
                  provided, as applicable) and relating to E-Z-EM, or (ii) in
                  any document related to the Distribution, unless provided (or
                  not provided, as applicable) by AngioDynamics with respect to
                  its own business and operations; and

           6.2.7  E-Z-EM's failure to comply with the terms of this Agreement or
                  any of the other Ancillary Agreements; and

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<PAGE>

           6.2.8  any taxes, interest, fines, or penalties assessed by any
                  Governmental Authority against AngioDynamics, plus any fees
                  and expenses incurred by AngioDynamics in connection with any
                  such assessment, as a result of the discharge by AngioDynamics
                  of its obligations under Section 4.7.

     6.3   Limitations upon Indemnification Provisions in this Agreement.

           6.3.1  The indemnification obligations in Sections 6.1 and 6.2 are
                  subject to the more specific indemnification obligations set
                  forth in the Ancillary Agreements, including by way of example
                  only Article 4 of the Corporate Agreement. To the extent that
                  any indemnification obligation set forth herein is covered by
                  or inconsistent with more specific provisions of one of the
                  Ancillary Agreements, the indemnification obligations set
                  forth in such Ancillary Agreement shall govern and this
                  Agreement shall be interpreted so as to be consistent with the
                  applicable Ancillary Agreement.

           6.3.2  All indemnification amounts will be reduced by any insurance
                  proceeds and other offsetting amounts actually recovered by
                  the party entitled to indemnification.

     6.4   Procedure for Indemnification. Promptly after receipt by any
           Indemnified Person under Section 6.1 or Section 6.2 hereof of notice
           of the commencement of any action, claim or proceeding (each, a
           "Proceeding"), such Indemnified Person shall, if a Claim in respect
           thereof is sought against an AngioDynamics or E-Z-EM, respectively
           (for purposes of this Section 6.4, an "Indemnitor"), notify such
           Indemnitor in writing of the commencement thereof, but any omission
           or delay in notifying the Indemnitor shall not relieve it from any
           liability which it may have to any Indemnified Person except to the
           extent of any actual prejudice. In case any such action shall be
           brought against any Indemnified Person, it shall notify an Indemnitor
           of the commencement thereof, such Indemnitor shall be entitled to
           participate therein and, to the extent that it shall wish, jointly
           with any other Indemnitor similarly notified, to assume the defense
           thereof, with counsel reasonably satisfactory to such Indemnified
           Person, and, after notice from the Indemnitor to such Indemnified
           Person of its election so to assume the defense thereof, such
           Indemnitor shall not be liable to such Indemnified Person under this
           Section 6 for any legal expenses of other counsel or any other
           expenses, in each case subsequently incurred by such Indemnified
           Person, in connection with the defense thereof. No Indemnitor shall,
           without the prior written consent of the applicable Indemnified
           Person, effect the settlement or compromise of, or consent to the
           entry of any judgment with respect to, any pending or threatened
           Proceeding in respect of which indemnification may be sought
           hereunder (whether or not the Indemnified Person is an actual or
           potential party to such action or claim) unless such settlement,
           compromise or judgment (i) includes an unconditional release of the
           Indemnified Person from all Claims arising out of such Proceeding and
           (ii) does not include a statement as to, or an admission of, fault,
           culpability or a failure to act, by or on behalf of any Indemnified
           Person. Notwithstanding the foregoing, an Indemnified Person shall
           have the right to employ separate counsel reasonably acceptable to
           the Indemnitor in any such proceeding and to participate in (but not
           control, other than with respect to (3) below) the defense thereof,
           but the fees and expenses of such counsel shall be at the expense of
           such Indemnified Person unless (1) the Indemnitor has agreed to pay
           such fees and expenses; (2) the Indemnitor shall have failed after
           notice to assume the defense of such Proceeding; or (3) the named
           parties to any such Proceeding (including any impleaded parties)
           include both such Indemnified Person and the Indemnitor, and a
           conflict of interest may reasonably be expected to exist if such
           counsel represents such Indemnified Person and the Indemnitor. In the
           case of clause (3), the Indemnified Person shall have the right to
           control the Indemnified Person's defense and, for each of clauses
           (1)-(3), if such Indemnified Person notifies the Indemnitor in
           writing that it elects to employ separate counsel, the reasonable
           fees and expenses of such counsel shall be at the expense of the
           Indemnitor; provided, however, that the Indemnitor shall not, in
           connection with any one such Proceeding or separate but substantially
           similar or related Proceedings in the same jurisdiction, arising out
           of the same general allegations or circumstances, be liable for the
           reasonable fees and

                                       19

<PAGE>

           expenses of more than one separate firm of attorneys (together with
           appropriate local counsel) at any time for all such Indemnified
           Persons. An Indemnitor shall not be liable for any settlement of an
           action effected without its written consent.

7    EMPLOYMENT MATTERS

Notwithstanding any other provision of this Agreement or any Ancillary Agreement
to the contrary, E-Z-EM and AngioDynamics acknowledge and agree that:

     7.1   Separate Employers. After the Payment Date, E-Z-EM and AngioDynamics
           will be separate and independent employers for all purposes. Except
           as otherwise provided in this Agreement or in any Ancillary Agreement
           and without in any way limiting Sections 4.1 and 4.2, the preceding
           sentence shall not, of itself, constitute a severance or a
           termination of employment under any Plan (including severance
           agreements) maintained by E-Z-EM or AngioDynamics, and to the maximum
           extent permitted by applicable law, no severance, separation or
           termination shall be deemed to occur by reason of the Distribution.

     7.2   Employment Policies And Practices. Further to Section 5.1.6, E-Z-EM
           and AngioDynamics may adopt, continue, modify or terminate such
           employment policies, compensation practices, Employee Welfare Plans,
           and other plans or policies of any kind or description, as each may
           determine, in its sole discretion, are necessary and appropriate.

     7.3   Claims.

           7.3.1  This Section 7.3 is intended to allocate all liabilities for
                  employment-related claims involving E-Z-EM or AngioDynamics
                  including, but not limited to, claims against either or both
                  E-Z-EM and AngioDynamics and their respective officers,
                  directors, agents and employees, or against or by their
                  respective employee benefit plans and plan administrators and
                  fiduciaries, except to the extent covered under Section 5 of
                  this Agreement.

           7.3.2  An employment-related claim shall include any actual or
                  threatened lawsuit, arbitration, ERISA claim, or federal,
                  state or local judicial or administrative proceeding of
                  whatever kind involving a demand by or on behalf of or
                  relating to E-Z-EM Employees or AngioDynamics Employees, or by
                  or relating to any federal, state or local government agency
                  alleging liability against E-Z-EM or AngioDynamics, or (except
                  to the extent covered by Section 5 of this Agreement) against
                  any employee health, welfare, deferred compensation or other
                  benefit plan and/or their respective officers, directors,
                  agents, employees, administrators, trustees and fiduciaries.

           7.3.3  The duty of a party to indemnify, defend and hold harmless the
                  other party under this Section 7.3 shall include such duties,
                  and be subject to such procedures, as set forth in Section 6
                  of this Agreement, as modified in this Section 7.3.

           7.3.4  With respect to pre-Distribution claims:

                  7.3.4.1 E-Z-EM shall indemnify, defend and hold harmless
                  AngioDynamics from any employment-related claims of an E-Z-EM
                  Employee arising from acts occurring before the Payment Date.

                  7.3.4.2 AngioDynamics shall indemnify, defend and hold
                  harmless E-Z-EM from any employment-related claims of a
                  AngioDynamics Employee arising from acts before the Payment
                  Date.

                                       20

<PAGE>

           7.3.5  Where employment-related claims alleging or involving joint
                  and several liability asserted against E-Z-EM and
                  AngioDynamics are not separately traceable to liabilities
                  relating to E-Z-EM Employees or AngioDynamics Employees, any
                  liability shall be appointed between E-Z-EM and AngioDynamics
                  in accordance with the percentage that each party's Employees
                  represents of the combined total number of Employees of both
                  parties, as described below. The percentage of the liability
                  assumed by E-Z-EM shall equal the ratio of (i) the total
                  number of E-Z-EM Employees on the Distribution Date to (ii)
                  the combined total number of E-Z-EM Employees and
                  AngioDynamics Employees on such date. The percentage of the
                  liability assumed by AngioDynamics shall equal the ratio of
                  (i) the total number of AngioDynamics Employees on the
                  Distribution Date, to (ii) the combined total number of E-Z-EM
                  Employees and AngioDynamics Employees on such date. Each party
                  will indemnify, defend and hold harmless the other to the
                  extent of the indemnifying party's apportioned percentage
                  determined in accordance herewith.

           7.3.6  Employment related claims arising from acts occurring on and
                  after the Payment Date and not relating to, arising from, or
                  in connection with the Distribution will be the sole
                  responsibility of E-Z-EM as to E-Z-EM Employees and of
                  AngioDynamics as to AngioDynamics Employees and each will
                  indemnify, defend, and hold harmless the other from
                  employment-related claims of the other company.

8    SERVICES AGREEMENT

     8.1   Intercompany Services and Intercompany Charges. Legal, professional,
           administrative, clerical, consulting and/or support services (the
           "Intercompany Services") provided to one party by personnel of the
           other party, upon the request of the first party or when such
           services are otherwise required by this Agreement, shall be charged
           to the party receiving such services on terms that reflect arm's
           length negotiation (the "Intercompany Charges").

           8.1.1  The parties acknowledge and agree that the Intercompany
                  Services and the Intercompany Charges are expected to be those
                  set forth on Exhibit C, but that Exhibit C is neither binding
                  (except where the Intercompany Charges are set forth as a
                  fixed percentage) nor reflective of additional services (or
                  their cost) that may be provided as mutually agreed by the
                  persons named or described therein.

           8.1.2  With respect to the amounts on Exhibit C relating to payments
                  to Howard Stern, AngioDynamics hereby assumes E-Z-EM's payment
                  obligations under E-Z-EM's agreement with Howard Stern dated
                  as of January 1, 2002, to the extent set forth on Exhibit C,
                  and only from the date hereof through December 2004, as
                  indicated in the right-most column of Exhibit C.

     8.2   Payment. E-Z-EM and AngioDynamics agree to pay the amount invoiced by
           the other (absent manifest error) for the Intercompany Services
           within ten (10) days of the end of the month in which the respective
           Intercompany Services are provided. With respect to those
           Intercompany Costs that are ascertainable in advance or remain
           relatively constant, such as contributions for the respective
           salaries and benefits set forth on Exhibit C, the parties agree to
           negotiate in good faith a more frequent payment schedule if requested
           by the party who employs or has engaged the personnel providing such
           Intercompany Services.

     8.3   Termination. The obligation to perform the Intercompany Services
           shall terminate on December 31, 2004; provided that (i) in the case
           of a payment default, the party providing the applicable Intercompany
           Services may terminate providing same upon 15 days prior written
           notice (unless such payment default is cured within such 15-day
           period) and (ii) nothing set forth in this Section 8 shall require
           either party use or pay for Intercompany Services from the other. The
           payment obligations

                                       21

<PAGE>

           under Section 8.2 and the applicable indemnification obligations
           under Section 6 shall survive any termination of the obligations
           under this Section 8.

     8.4   Return of Property. Upon the termination of the parties' obligations
           under this Section 8, each party shall return to the other any and
           all items of the other's property, if any, utilized in performing the
           services contemplated above.

     8.5   Limitation on Applicability. This Section 8 shall not apply to (i)
           manufacturing or production services provided by AngioDynamics to
           E-Z-EM, which shall be governed by Section 3.4 of this Agreement,
           (ii) Benefit Services (which shall be governed by Section 5), (iii)
           tax allocations and any related services covered in the Tax
           Agreement, and (iv) any other services specifically covered in
           another provision of this Agreement or an Ancillary Agreement.

9    MISCELLANEOUS

     9.1   Entire Agreement. This Agreement, the Ancillary Agreements and the
           Exhibits and Schedules referenced or attached hereto and thereto,
           constitute the entire agreement between the parties with respect to
           the subject matter hereof and thereof and shall supersede all prior
           written and oral and all contemporaneous oral agreements and
           understandings, negotiations, discussions, writings, commitments and
           conversations with respect to the subject matter hereof and thereof,
           and there are no agreements or understandings between the parties
           other than those set forth or referred to herein or therein.

     9.2   Governing Law; Consent to Jurisdiction. This Agreement shall be
           governed by and construed in accordance with the laws of the State of
           New York (without giving effect to any conflict of laws principles).
           The parties hereto unconditionally and irrevocably agree and consent
           to the exclusive jurisdiction of the United States District Court and
           the courts of the State of New York located in the County of New
           York, State of New York, and waive any objection with respect
           thereto, for the purpose of any action, suit or proceeding arising
           out of or relating to this Agreement or the transactions contemplated
           hereby and further agree not to commence any such action, suit or
           proceeding except in any such court. Each party irrevocably waives
           any objections or immunities to jurisdiction to which it may
           otherwise be entitled or become entitled (including sovereign
           immunity, immunity to pre-judgment attachment, post-judgment
           attachment and execution) in any legal suit, action or proceeding
           against it arising out of or relating to this Agreement or the
           transactions contemplated hereby which is instituted in any such
           court.

     9.3   Termination. Notwithstanding the specific termination provisions in
           any Section hereof, this Agreement and all Ancillary Agreements may
           be terminated at any time prior to the sale of shares of
           AngioDynamics Common Stock to the underwriters in the Offering by and
           in the sole discretion of E-Z-EM without the approval of either
           AngioDynamics or the stockholders of E-Z-EM. Thereafter, this
           Agreement may only be terminated in a written agreement executed by
           AngioDynamics and E-Z-EM, although portions of this Agreement may be
           terminated unilaterally as specifically provided in such sections. In
           the event of termination pursuant to this Section 9.3, no party shall
           have any liability of any kind to the other party or any other
           Person, except to the extent agreed herein, in the Ancillary
           Agreements or otherwise by the parties.

     9.4   Notices. All notices and other communications required or permitted
           to be given by either party pursuant to the terms of this Agreement
           shall be in writing to and shall be deemed to have been duly given
           when delivered in person, by express or overnight mail delivery by a
           nationally recognized courier (delivery charges prepaid), or by
           registered or certified mail (postage prepaid, return receipt
           requested), as follows:

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<PAGE>

           if to E-Z-EM:

                1111 Marcus Avenue, Suite LL-26
                Lake Success, NY 11042
                Attention: General Counsel

           if to AngioDynamics:

                603 Queensbury Avenue
                Queensbury, New York 12804
                Attention: Chief Executive Officer

           or to such other address as the party to whom notice is given may
           have previously furnished to the other in writing in the manner set
           forth above. All notices and other communication shall be deemed to
           have been given and received on the date of actual delivery.

     9.5   Counterparts. This Agreement and each Ancillary Agreement, may be
           executed in counterparts, each of which shall be deemed to be an
           original but all of which shall constitute one and the same
           agreement, and shall become effective when one or more counterparts
           have been signed by each of the parties and delivered to the other
           party.

     9.6   Binding Effect; Assignment; Third-Party Beneficiaries. AngioDynamics
           may not, directly or indirectly, in whole or in part, whether by
           operation of Law or otherwise, assign or transfer this Agreement or
           its rights hereunder, without E-Z-EM's prior written consent and,
           except as otherwise permitted hereby, any attempted assignment,
           transfer or delegation without such prior written consent shall be
           voidable at the sole option of E-Z-EM. Nothing in this Agreement
           shall restrict any transfer of this Agreement by E-Z-EM, whether by
           operation of Law or otherwise, in connection with a transfer of
           AngioDynamics Common Stock in a non-public transaction; otherwise,
           the prior written consent of AngioDynamics shall be required. Without
           limiting the foregoing, this Agreement shall be binding upon and
           inure to the benefit of the parties hereto and their permitted
           successors and assigns. Except for Indemnified Persons (who are
           intended third party beneficiaries of this Agreement, but solely to
           the extent set forth in Section 6) and as otherwise expressly
           provided herein, this Agreement shall be binding upon and inure
           solely to the benefit of each party hereto and its legal
           representatives and successors and assigns and nothing in this
           Agreement, express or implied, is intended to confer upon any other
           Person any rights or remedies of any nature whatsoever under or by
           reason of this Agreement.

     9.7   Severability. If any term or other provision of this Agreement is
           determined by a court or administrative agency of competent
           jurisdiction or arbitrator in any binding arbitration, to be invalid,
           illegal or incapable of being enforced by any rule of Law or public
           policy, all other conditions and provisions of this Agreement will
           nevertheless remain in full force and effect so long as the economic
           or legal substance of the transactions contemplated hereby is not
           affected in any manner materially adverse to any party hereto. Upon
           such determination that any term or other provision is invalid,
           illegal or incapable of being enforced, the parties hereto shall
           negotiate in good faith to modify this Agreement so as to effect the
           original intent of the parties hereto as closely as possible in an
           acceptable manner to the end that transactions contemplated hereby
           are fulfilled to the fullest extent possible.

     9.8   Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or
           delay on the part of either party hereto in the exercise of any right
           hereunder shall impair such right or be construed to be a waiver of,
           or acquiescence in, any breach of any representation, warranty or
           agreement herein, nor shall any single or partial exercise of any
           such right preclude other or further exercise thereof or of any other
           right. All rights and remedies existing under this Agreement or the
           Exhibits attached hereto

                                       23

<PAGE>

           (and under the Ancillary Agreements and the Schedules and Exhibits
           thereto) are cumulative to, and not exclusive of, any rights or
           remedies otherwise available.

     9.9   Amendment. This Agreement may not be amended by any custom of trade,
           course of dealing or otherwise, except by an instrument in writing
           signed on behalf of each of the parties to such agreement.

     9.10  Authority. Each of the parties hereto represents to the other that
           (a) it has the requisite corporate power and authority to execute,
           deliver and perform this Agreement and each Ancillary Agreement, (b)
           the execution, delivery and performance by it of this Agreement and
           each Ancillary Agreement have been duly authorized by all necessary
           corporate or other actions, (c) it has duly and validly executed and
           delivered this Agreement and each Ancillary Agreement, and (d) this
           Agreement and each Ancillary Agreement is a legal, valid and binding
           obligation, enforceable against it in accordance with its terms
           subject to applicable bankruptcy, insolvency, reorganization,
           moratorium or other similar Laws affecting creditors' rights
           generally and general equity principles.

     9.11  Conflicting Agreements. In the event of conflict between this
           Agreement and any Ancillary Agreement or other agreement executed in
           connection herewith, the provisions of this Agreement shall prevail.
           However, to the extent that any Ancillary Agreement addresses an
           issue more specifically than such issue is addressed herein, the
           terms of such Ancillary Agreement shall prevail to the extent they
           are not in conflict with this Agreement.

     9.12  Specific Performance and Other Equitable Rights. Each of the parties
           hereto recognizes and acknowledges that a breach by a party or by any
           assignee thereof of any covenants or other commitments contained in
           this Agreement will cause the other party to sustain injury for which
           it would not have an adequate remedy at law for money damages.
           Therefore, each of the parties hereto agrees that in the event of any
           such breach, the aggrieved party shall be entitled to the remedy of
           injunctive and other equitable relief in addition to any other remedy
           to which it may be entitled, at law or in equity, and the parties
           hereto further agree to waive any requirement for the securing or
           posting of any bond in connection with the obtaining of any such
           injunctive or other equitable relief.

     9.13  Attorney-Client Privilege. The provisions herein requiring either
           party to this Agreement to cooperate shall not be deemed to be a
           waiver of the attorney/client privilege for either party or shall it
           require either party to waive its attorney/client privilege.

     9.14  Independent Status. The relationship of AngioDynamics and E-Z-EM
           hereunder with respect to manufacturing (Section 3.4), distribution
           (Section 3.5) and other services hereunder (including without
           limitation Section 8) shall be that of independent contractors.
           Nothing in this Agreement with respect to services is intended to, or
           shall be construed to constitute E-Z-EM or any of E-Z-EM's employees,
           salepersons or agents, an agent, employee or partner of AngioDynamics
           (and vice-versa), except to the extent an agent for purposes of sales
           and marketing purposes.

10   DEFINITIONS

     10.1  Interpretation. The headings contained in this Agreement, in any
           Exhibit or Schedule hereto and in the table of contents to this
           Agreement are for reference purposes only and shall not affect in any
           way the meaning or interpretation of this Agreement. Any capitalized
           term used in any Schedule or Exhibit but not otherwise defined
           therein shall have the meaning assigned to such term in this
           Agreement. When a reference is made in this Agreement to a Section,
           Exhibit or Schedule, such reference shall be to a Section of, or an
           Exhibit or Schedule to, this Agreement unless otherwise indicated.
           Any reference in this Agreement to another agreement or instrument
           shall be deemed to include such agreement or instrument as it may be
           amended, modified, restated and/or supplemented from time to time.
           References in this Agreement to any legislation (including for
           purposes of (i) below rules and regulations) shall be deemed to
           include, unless the context indicates to the contrary,

                                       24

<PAGE>

           (i) any amendments or supplemental or substitute legislation from
           time to time, and (ii) any "rules or regulations" promulgated under
           such legislation. References to the plural shall also be deemed to be
           a reference to the singular, and vice-versa, as the context may
           dictate.

     10.2  As used herein, the following terms have the respective definitions
           set forth below:

           "401(k) Retirement Plan" means a defined contribution plan maintained
           pursuant to Section 401(k) or 401(a) of the Code for Employees and
           their beneficiaries.

           "Acquiror" has the meaning set forth in Section 3.9.3.

           "Adjusted E-Z-EM Option" means an Existing E-Z-EM Option adjusted in
           the manner set forth in Section 4.

           "Affiliate" or "Affiliates" as applied to any Person, means any other
           Person directly or indirectly controlling, controlled by, or under
           common control with that Person. For the purposes of this definition,
           "control" (including with correlative meanings, the terms
           "controlling," "controlled by" and "under common control with"), as
           applied to any Person, means the possession, directly or indirectly,
           of the power to direct or cause the direction of the management and
           policies of that Person, whether through the ownership of voting
           securities, by contract or otherwise.

           "Ancillary Agreements" has the meaning set forth in Section 1.2
           hereof.

           "AngioDynamics Adjustment Plans" means, collectively, any (i)
           non-plan grants and/or (ii) stock option plans (which shall be deemed
           to include "mirror plans" and AngioDynamics 2004 Stock and Incentive
           Award Plan) to be adopted by AngioDynamics in furtherance of Section
           4.3 hereof, to enable AngioDynamics to grant options to purchase
           AngioDynamics Common Stock to the holders of Existing E-Z-EM Options
           granted under the E-Z-EM Option Plans. For greater certainty, each
           AngioDynamics Adjustment Plan will "mirror" the material provisions
           of the corresponding E-Z-EM Option Plan or related Existing E-Z-EM
           Option, except that each AngioDynamics Adjustment Plan will provide
           that: (i) the Distribution will not be deemed a "termination" of the
           employment of any E-Z-EM Employee for the purposes of the Plan, (ii)
           following the Distribution, termination of employment of any E-Z-EM
           Employee for the purposes of the Plan will be determined by reference
           to employment by E-Z-EM or any of its subsidiaries, and (iii) the
           expiration date of such option shall be modified as set forth in
           Section 4.6 hereof.

           "AngioDynamics Business" means the business of AngioDynamics as
           conducted consistent with practices in place prior to the
           Distribution Date and as expected to be conducted in the future (as
           described in the IPO Registration Statement).

           "AngioDynamics Option" means an option to acquire AngioDynamics
           Common Stock granted under any currently existing Plans of
           AngioDynamics, the AngioDynamics Adjustment Plans or any non-plan
           grant.

           "AngioDynamics Plan Commencement Date" has the meaning set forth in
           Section 5.1.4.

           "Benefits Services" has the meaning ascribed thereto in Section
           5.2.2.

           "Business Day" means a day other than a Saturday, a Sunday or a day
           on which banking institutions located in the State of New York are
           authorized or obligated by Law or executive order to close.

           "Code" has the meaning set forth in the Recitals hereof.

           "Commission" has the meaning set forth in the Recitals hereof.

                                       25

<PAGE>

           "Confidential Information" shall mean:

           (a) all information concerning a party and its business constituting
           a trade secret, except for such information as is described below,
           whether or not reduced to writing, marked as confidential, patentable
           or protectible by copyright, patent or trademark, that the other
           Party receives or receives access to, directly or indirectly,
           including, without limitation:

               (i)   financial information relating to a Party;
               (ii)  application, operating system, data base, communication and
           other computer software, whether now or hereafter existing, all
           modifications, enhancements and versions and all options available
           with respect thereto, and all future products developed or derived
           therefrom;
               (iii) source and object codes, flowcharts, algorithms, coding
           sheets, routines, sub-routines, compilers, assemblers, design
           concepts and related documentation and manuals;
               (iv)  processes, marketing techniques and arrangements, mailing
           lists, purchasing information, pricing policies, quoting procedures,
           customer and prospect names and requirements, employee, customer,
           supplier and distributor data and other materials or information
           relating to the party's business and activities and the manner in
           which the party does business;
               (v)   discoveries, concepts, and ideas including, without
           limitation, the nature and results of research and development
           activities, processes, formulas, formulations, protocols, inventions,
           computer-related equipment or technology, techniques, data,
           "know-how", designs, drawings, prototypes, diagrams, schematics,
           descriptions, trade secrets, records, proposals, reports and methods
           and specifications;
               (vi)  any other materials or information related to the business
           or activities of the party that are not generally known to others
           engaged in similar businesses or activities; and
               (vii) all ideas that are derived from or relate to the other
           party's access to or knowledge of any of the above enumerated
           materials and information.

           (b) For purposes of this Agreement, the term "Confidential
           Information" shall not include information that is disclosed pursuant
           to the order of a court or Governmental Authority having competent
           jurisdiction, or that becomes publicly available without breach of
           either (i) this Agreement or (ii) any other agreement or instrument
           to which the applicable party is a party or a beneficiary; provided,
           however, that each party hereby acknowledges and agrees that if it
           shall seek to disclose, divulge, reveal, report, publish, transfer or
           use, for any purpose whatsoever, any Confidential Information, it
           shall bear the burden of proving that any such information has become
           publicly available without any such breach.

           "Credit Support Arrangements" has the meaning set forth in Section
           3.1 hereof.

           "Distribution" has the meaning set forth in the Recitals hereof.

           "Distribution Agent" has the meaning set forth in Section 2.1.1
           hereof.

           "Distribution Date" means the date as so determined by E-Z-EM in its
           sole and absolute discretion in accordance with Section 2 hereof on
           which the Distribution is declared (which date shall not necessarily
           be the same as the Payment Date).

           "E-Z-EM Board" has the meaning set forth in the Recitals hereof.

           "E-Z-EM Business" means the development, manufacture, and marketing
           of medical products used by radiologists, gastroenterologists and
           speech language pathologists for diagnostic imaging of diseases and
           disorders of the GI tract, as well as manufacturing barium sulfate
           suspensions, defense decontaminants, mining of barium sulfate, and
           acting as distributors for E-Z-EM's gastrointestinal products, but in
           no case may the E-Z-EM Business include any such activities if
           related to the AngioDynamics Business.

                                       26

<PAGE>

           "E-Z-EM Common Stock" has the meaning set forth in the Recitals
           hereof.

           "E-Z-EM Group" means E-Z-EM and each Subsidiary and Affiliate of
           E-Z-EM immediately after the Distribution Date and each Person that
           becomes a Subsidiary or an Affiliate of E-Z-EM (other than
           AngioDynamics and its Subsidiaries, if any) after the Distribution
           Date.

           "E-Z-EM Option Plans" means the stock option plans currently in
           effect for E-Z-EM.

           "E-Z-EM Plans" means (i) with the exceptions of the AngioDynamics
           Plans referred to in the first sentence of Section 5.1.2, every plan,
           policy, arrangement, contract or agreement providing compensation or
           benefits for any group of Employees or for any individual Employee or
           the dependents or beneficiaries of any such Employee, including
           without limitation Employee Welfare Plans, whether formal or informal
           or written or unwritten, and including, without limitation, any
           means, whether or not legally required, pursuant to which any benefit
           is provided by an employer to any Employee or the beneficiaries of
           any such Employee, and (ii) to the extent the context does not
           indicate to the contrary, other insurance policies currently in
           effect insuring E-Z-EM and AngioDynamics and their employees,
           directors and officers, including without limitation (A) directors
           and officers insurance and any other "fiduciary"-based insurance
           policies, (B) product liability insurance, (C) property (real or
           personal) insurance, and (D) business, casualty, general and/or
           umbrella liability insurance policies. The term "Plan" as used in
           this Agreement does not include any contract, agreement or
           understanding entered into by E-Z-EM or AngioDynamics relating to
           settlement of actual or potential employee-related litigation claims.

           "Employee" means an individual who, on the Payment Date, is
           identified as being in any of the following categories.

           E-Z-EM Categories of Employees (which shall for all purposes exclude
           AngioDynamics Employees):

               (i)   E-Z-EM Terminee. Any individual formerly employed in the
               E-Z-EM Business whose employment was terminated prior to the
               Payment Date.

               (ii)  E-Z-EM Employee. Any individual who is an Employee of
               E-Z-EM on the Payment Date.

           AngioDynamics Categories of Employees:

               (i)   AngioDynamics Terminee. Any individual formerly employed in
               the AngioDynamics Business whose employment was terminated prior
               to the Payment Date.

               (ii)  AngioDynamics Employee. Any individual who is an Employee
               of AngioDynamics on the Payment Date.

           "Employee Welfare Plans" means any Plan that provides medical,
           health, disability, accident, life insurance, death, dental or any
           other welfare benefit, including, without limitation, any
           post-employment benefit.

           "Equity Securities" means all classes of equity securities of
           AngioDynamics, and any options, instruments or other securities of
           AngioDynamics or any other issuer exercisable for, convertible into
           or exchangeable for AngioDynamics' equity securities.

           "ERISA" means the Employee Retirement Income Security Act of 1974.

           "Exchange Act" means the Securities and Exchange Act of 1934.

                                       27

<PAGE>

           "Exchange Act Registration Statement" shall have the meaning set
           forth in Section 2.2.1.

           "Existing Authority" has the meaning set forth in Section 3.8 hereof.

           "Existing E-Z-EM Stock Option" means each unexercised option to
           purchase E-Z-EM Common Stock outstanding as of the Record Date,
           issued pursuant to any of the E-Z-EM Option Plans or non-plan grant.

           "Governmental Approvals" means any notices, reports or other filings
           to be made, or any consents, registrations, approvals, permits or
           authorizations to be obtained from, any Governmental Authority.

           "Governmental Authority" shall mean any federal, state, local,
           foreign or international court, government, department, commission,
           board, bureau, agency, official or other regulatory, administrative
           or governmental authority.

           "Indemnified Person" has the meaning set forth in Section 6.1.

           "Information" means information, whether or not patentable or
           copyrightable, in written, oral, electronic or other tangible or
           intangible forms, stored in any medium, including studies, reports,
           records, books, audit work papers, work papers from internal audits,
           contracts, instruments, surveys, discoveries, ideas, concepts,
           know-how, techniques, designs, specifications, drawings, blueprints,
           diagrams, models, prototypes, samples, flow charts, data, computer
           data, disks, diskettes, tapes, computer programs or other software,
           marketing plans, customer names, communications by or to attorneys
           (including attorney-client privileged communications), memos and
           other materials prepared by attorneys or under their direction
           (including attorney work product), and other technical, financial,
           employee or business information or data.

           "Information Package" has the meaning set forth in Section 2.2.1
           hereof.

           "Intercompany Services" and "Intercompany Charges" shall have the
           meaning set forth in Section 8.1.

           "Law" means any applicable federal, state, local or foreign law,
           statute, ordinance, directive, rule, regulation, judgment, order,
           injunction, decree, arbitration award, agency requirement, license or
           permit of any Governmental Authority.

           "IPO Registration Statement" has the meaning set forth in the
           Recitals hereof.

           "Nasdaq" means the Nasdaq National Market of the Nasdaq Stock Market,
           Inc.

           "Payment Date" means the date of the delivery date of the
           AngioDynamics Common Stock distributed in the Distribution.

           "Person" means an individual, a partnership, a corporation, a limited
           liability company, an association, a joint stock company, a trust, a
           joint venture, an unincorporated organization and a governmental
           entity or any department, agency or political subdivision thereof.

           "Plan Payment Date" has the meaning ascribed thereto in Section
           5.3.1.

           "Prohibited Activities" has the meaning set forth in Section 3.9.1
           hereof.

           "Record Date" means the close of business on the date to be
           determined by the E-Z-EM Board as the record date for determining the
           shareholders of E-Z-EM entitled to receive shares of AngioDynamics

                                       28

<PAGE>

           Common Stock pursuant to a pro-rata distribution of shares of
           AngioDynamics Common Stock as part of the Distribution.

           "Service Credit" means the period taken into account under any Plan
           for purposes of determining length of service or plan participation
           to satisfy eligibility, vesting, benefit accrual and similar
           requirements under such Plan.

           "Subsidiary" means with respect to any specified Person, corporation,
           limited liability company, partnership or other legal entity of which
           such Person or its Subsidiaries owns, directly or indirectly, more
           than 50% of the stock or other equity interest entitled to vote on
           the election of the members of the board of directors or similar
           governing body.

           "Tax Agreement" has the meaning set forth in Section 1.2.1 hereof.

              [The remainder of this page intentionally left blank]


                                       29

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have signed this Distribution
Agreement effective as of the date first set forth above.

E-Z-EM, INC                             ANGIODYNAMICS, INC.


By:  /s/ Anthony Lombardo               By:  /s/ Eamonn Hobbs
    -------------------------------         ------------------------------------
Name: Anthony Lombardo                  Name: Eamonn Hobbs
      President and Chief Executive           President and Chief Executive
       Officer                                 Officer


                                       30

<PAGE>

                                    EXHIBIT C

                 Intercompany Services and Intercompany Charges

<TABLE>
<CAPTION>
                                          MONTHLY (EST.)  Termination
                                          --------------  ------------------------------
E-Z-EM CHARGES TO ANGIODYNAMICS      %           $
---------------------------------
<S>                                  <C>  <C>             <C>
Financial Consulting Services         20%          4,600  December 31, 2004
Accounting - Salary plus benefits                  1,300  December 31, 2004
Howard S. Stern - Consulting          35%          7,300  December 31, 2004
Howard S. Stern - Expenses            35%          2,300  December 31, 2004
Foreign Sales Management              45%          6,300  December 31, 2004
In-house Legal                        40%          8,400  December 31, 2004
                                          --------------
                                          $       30,200
Commissions (Foreign Sales of
AngioDynamics Products)              100%                 December 31, 2004

Miscellaneous Invoices                     (de minimis)

ANGIODYNAMICS (NON-MANUFACTURING)
CHARGES TO E-Z-EM
---------------------------------

Miscellaneous Invoices                     (de minimis)
</TABLE>

                                       31