AMENDED AND RESTATED
                             EMPLOYMENT AGREEMENT

          This Employment Agreement (this "Agreement"), made and entered into as
of the 1st day of January, 1997, by and between Syncor International 
Corporation, a Delaware corporation (the "Company"), and Robert G. Funari 
("Employee"), is hereby amended and restated as of this 31st day of December,
1997.

     1.   Employment.  The Company agrees to employ Employee, and Employee 
agrees to be employed by the Company, during the Employment Period (as 
hereinafter defined) to perform his duties as President and Chief Executive 
Officer of the Company or such other or additional duties as determined from 
time to time by the Board of Directors of the Company or its designee.  If 
Employee is elected or appointed to an office with any of the Company's other
subsidiaries or affiliates during the Employment Period, Employee shall serve
in such capacity or capacities without additional compensation.  Employee 
agrees to perform such duties faithfully and to the best of his ability, to 
devote his full working time and efforts to the performance of such duties 
and not to accept any other gainful employment without the prior written 
consent of the Board of Directors. 

     2.    Employment Period; Extension.  The "Employment Period," as used
herein, means the period beginning on January 1, 1997 (the "Commencement Date")
and ending on December 31, 1999 (the "Expiration Date").  On or after June 1,
1999, the Company will negotiate with Employee regarding an extension of the
Employment Period beyond the Expiration Date.  Such negotiations shall conclude
on or before October 1, 1999.  Any extension of this Agreement beyond the
Expiration Date shall be subject to the mutual written agreement of Employee and
the Company with respect to the terms thereof.   Neither the Company nor 
Employee shall have any obligation to extend the Employment Period.  

           2.1  If Employee and the Company do not execute a written agreement
extending the Employment Period beyond the Expiration Date: 

                (a)  and if Employee performs the same duties following the
Expiration Date as he had before the Expiration Date such employment shall be 
at-will, subject to termination by either party, with or without cause, upon 90 
days written notice (the "90-Day Notice") to the other party; otherwise 

                (b)  Employee shall not be entitled to earn incentive
compensation and no stock options shall vest after the Expiration date and
Company's sole liability to Employee following the Expiration Date shall be (1)
payment of Employees base salary, in bi-weekly installments, (2) to provide same
medical benefits; (3) not to trigger termination event for the purposes of 
vested options, ESSOP and deferral plan(s) if any; all through June 30, 2000 
(the "Additional Compensation"); provided, however, that in order for 
Employee to receive any portion of the Additional Compensation, Employee must
perform his duties hereunder through December 31, 1999.

     3.    Annual Salary and Benefits.  

           3.1  Base Salary and Incentive Compensation.  For all services
rendered by Employee during the Employment Period, the Employee shall be 
entitled to be paid by the Company a base salary in the annual amount of 
$240,000 for the one year period from  January 1, 1997 through December 31, 
1997, $325,000 for the one year period from January 1, 1998 through December 
31, 1998, and for the one year period from January 1, 1999 through December 
31, 1999, an amount to be agreed upon by the parties on or before December 
31, 1998 (each, the "Annual Base Salary") and to receive such fringe benefits
as may be made available by the Company to Employee, including participation
in the 1995 Management Incentive Plan (the "1995 MIP"), the 1996 Management 
Incentive Plan (the "1996 MIP"), the 1997 Management Incentive Plan (the 
"1997 MIP"), the Senior Management Stock Purchase Plan (the "Stock Purchase 
Plan"), and any other incentive plan(s) that may be prepared and approved by 
the Board of Directors which are applicable generally to the Company's 
executives of comparable rank to Employee.  Employee also shall be eligible 
to receive such additional compensation, contingent or otherwise, as 
determined solely in the discretion of the Board of Directors (or
a committee of the Board of Directors to which such discretion is delegated). 
The Annual Base Salary shall be payable in biweekly installments, subject to all
applicable withholding and deductions.

      3.2 Stock Options.  From time to time, at the Board of Directors meetings,
the appropriate Board committee shall consider the adequacy of Employee's then
existing stock options.  If in the Board of Directors' sole discretion,
additional options are warranted, they shall be granted with terms and 
conditions which the Board deems appropriate and at all times consistent 
with the Company's then existing stock option plans.  At any time that 
Employee wants to exercise any of his vested stock options, upon Employee's 
request, the Company may loan to him the amount necessary to exercise such 
options; provided, however, that any such loan shall not include any amount 
for Employee's withholding taxes, unless such exercise is in connection with 
a Termination Without Cause following a Change in Control, as such terms are 
defined in Section 7.3 below.  The terms and conditions of any such loan 
shall be determined by the Board of Directors. 
    
     4.   Employee Handbook.  The Company maintains an Employee Handbook, which
the Company may revise as the Company deems necessary.  Employee's employment
hereunder is and will be subject to the provisions of any such Handbook
maintained by the Company; however, the express provisions of this Agreement 
will control in the event they conflict or are inconsistent with the 
provisions of the Handbook.

     5.   Execution of Documents and Other Agreements.  Employee (a) shall
execute an Invention, Secrecy and Other Matters Agreement substantially in the
form attached hereto as Exhibit A, (b) shall execute a Benefits Agreement
substantially in the form attached hereto as Exhibit B; provided however, the
express provisions of this Agreement will control in the event they conflict or
are inconsistent with the provision of such Benefits Agreement, (c) shall 
deliver to the Company the Form I-9 prescribed by the Immigration and 
Naturalization Service together with the original documentation required 
therewith, and (d) shall execute and deliver to the Company all such 
documents as the Company may from time to time deem necessary or desirable to
evidence, protect, enforce or defend its right, title and interest in or to 
any Proprietary Information, as defined in the Invention, Secrecy & Other 
Matters Agreement.

      6.  Termination.  

          6.1   This Agreement and Employee's employment hereunder will auto-
matically terminate upon the first to occur of the following circumstances (any
such termination and any termination pursuant to Section 6.2 being referred to
herein as a "Termination of Employment"):

                (a) the failure of the parties prior to the third anniversary of
the Commencement Date to extend the Employment Period pursuant to Section 2
hereof, or the expiration of any such extended Employment Period; or

                (b) Employee's death.

           6.2  This Agreement and Employee's employment hereunder may be
terminated by the Company or Employee, as the case may be, by notice to the 
other under the following circumstances:

                (a) by the Company at any time for "cause" consisting of, as
determined in the sole discretion of the Board of Directors, (i) Employee's
willful misconduct which has or could reasonably be expected to have a material
adverse effect on the financial condition, results of operations, business,
assets, operations, performance or prospects of the Company (a "Material Adverse
Effect"), (ii) Employee's willful violation of specific written directions from
the Board of Directors of the Company, which directions are lawful and are
consistent with the provisions of this Agreement, or Employee's material neglect
of his duties hereunder, (iii) the commission by Employee of an act constituting
common law fraud or embezzlement or a felony or criminal act (other than traffic
violations), (iv) Employee's abuse of alcohol or other drugs or controlled
substances or conviction of a crime involving moral turpitude, in each case 
which has or could be reasonably expected to have a Material Adverse Effect 
or impairs Employee's ability to perform his duties hereunder, (v) Employee's
material breach of this Agreement, or (vi) Employee's adjudication as a 
bankrupt; 

              (b) by the Company in the event that Employee has been unable to
perform substantially all of his employment duties under this Agreement for a
continuous period of 90 days, or can reasonably be expected to be unable to do
so for such period, as the result of Employee's incapacity due to physical or
mental impairment; or

               (c) by Employee at any time by voluntarily resigning or 
retiring. 

         6.3  This Agreement and Employee's employment hereunder may be
terminated by the Company by notice to the Employee at any time and for any
reason, or for no reason, without "cause" (any such termination being referred
to herein as a "Termination Without Cause").  

     7.  Effect of Termination of Employment or Termination Without Cause.  

         7.1  Termination of Employment.  Upon a Termination of Employment
pursuant to Section 6.1 or 6.2 hereof, neither Employee nor Employee's 
beneficiaries or estate shall have any further rights under this Agreement or
any claims against the Company arising out of this Agreement, except the 
right to receive, within 30 days of the Termination of Employment, (a) that 
portion of the Annual Base Salary earned but unpaid through the date of the 
Termination of Employment, and (b) the right to receive certain prorated 
amounts due under any incentive plan as described below.  Employee shall have
the right to exercise any vested stock option shares for a period of 90 days 
following the date of the Termination of Employment, in accordance with the 
terms of the applicable stock option agreement.  With respect to any 
incentive plan described below, the Company shall have no obligation to pay 
any amount to Employee unless and until the Board of Directors of the Company
shall have approved generally the funding of payout to all employees pursuant
to any such incentive plan. 

               7.1.1  With respect to the 1995 MIP, in the event of a 
Termination of Employment pursuant to Section 6.1 or 6.2 hereof, the Company
shall pay Employee any Long Term Incentive (as defined in the 1995 MIP) 
earned but deferred from any year prior to the year in the Termination of 
Employment occurs in addition to the prorata portion of such Long Term 
Incentive earned during the year of such Termination of Employment.  However,
the Company shall have no obligation to pay any portion of the Company Match
element (as defined in the 1995 MIP) of the Long Term Incentive.

               7.1.2  With respect to the 1996 MIP, in the event of a 
Termination of Employment pursuant to Section 6.1 or 6.2 hereof, the Company 
shall pay Employee (a) the EPS Incentive (as defined in the 1996 MIP) 
prorated through the date of the Termination of Employment, and (b) any Long 
Term Incentive (as defined in the 1996 MIP) earned but deferred from any year
prior to the year in the Termination of Employment occurs in addition to the 
prorata portion of such Long Term Incentive earned during the year of such 
Termination of Employment.  However, the Company shall have no obligation to 
pay any portion of the Company Match element (as defined in the 1996 MIP) of 
the Long Term Incentive.

               7.1.3  With respect to the 1997 MIP, in the event of a 
Termination of Employment pursuant to Section 6.1 or 6.2 hereof, the Company 
shall pay Employee (a) the EPS Incentive (as defined in the 1997 MIP) 
prorated through the date of the Termination of Employment, and (b) any Long 
Term Incentive (as defined in the 1997 MIP) earned but deferred from any year
prior to the year in the Termination of Employment occurs in addition to the 
prorata portion of such Long Term Incentive earned during the year of such 
Termination of Employment.  However, the Company shall have no obligation to 
pay any portion of the Company Match element (as defined in the 1997 MIP) of 
the Long Term Incentive.

               7.1.4     With respect to any other incentive plan(s) that may be
approved by the Board of Directors during the Employment Period ("New Plans"),
in the event of a Termination of Employment pursuant to Section 6.1, the
Company's obligation to pay Employee any portion of such New Plans shall be
consistent with the Company's obligations under the preceding Sections 7.1.1,
7.1.2 and 7.1.3.  However, with respect to a Termination of Employment pursuant
to Section 6.2, the Company shall have no obligation to pay any incentive
compensation to Employee pursuant to any New Plans.        

          7.2 Termination Without Cause.  Subject to Section 7.3 below, upon a
Termination Without Cause (as defined in Section 6.3 above), neither Employee 
nor Employee's beneficiaries or estate shall have any further rights under this
Agreement or any claims against the Company arising out of this Agreement, 
except (a) the right to receive the amounts described in Section 7.1, which 
amounts shall be calculated through the end of the Employment Period and (b) 
subject to and so long as Employee is in compliance with the terms of 
Sections 8, 9 and 10 hereof following the Termination Without Cause, the 
severance compensation shall be equal to the prorated portion of the Annual 
Base Salary at the time of Termination Without Cause, as provided for in 
Section 3 for the remaining term of the Employment Period.  All payments 
under this Section 7.2 shall be payable in biweekly installments as provided 
in Section 3 above.  Employee shall have the right to exercise any vested 
stock option shares for a period of 90 days following the date of the 
Termination Without Cause, in accordance with the terms of the applicable 
stock option agreement. 

          7.3  Termination Without Cause Following a Change in Control.  

               7.3.1    Upon a Termination Without Cause following a "Change in
Control" as defined below,  the Employment Period shall be extended to include
the two-year period following such Termination Without Cause.  

               7.3.2    A "Change in Control shall be defined to include either
(I) acquisition of 20% or more of the outstanding common stock of the Company by
a person, or group of related persons (as defined by Securities and Exchange
Commission Rule 13d-3), that is not affiliated with the Company as of the date
hereof, or (ii) the sale by the Company of more than 50% of the Company's assets
not in the ordinary course of business, or (iii) the failure by the Board of
Directors to determine a "Qualified Offer" as that term is defined in Section 1
(a) of that certain Rights Agreement dated as of September 8, 1989 between the
Company and the American Stock Transfer & Trust Company.  

               7.3.3    All payments under this Section 7.3 shall be payable in
biweekly installments as provided in Section 3 above; provided, however, that
Employee shall have the option to receive such payments due under this Section
7.3 in a lump sum.  

               7.3.4    In the event of a Change in Control, Employee's vesting
in all grants of stock option shares, all incentive plans and all other benefits
as provided in the Benefits Agreement shall be accelerated and shall be fully
vested to the date of such Change in Control.  If a Change in Control results in
the involuntary or voluntary termination of Employee, (a) such vested options
shall be exercisable by Employee at any time during the Employment Period and 
for 90 days thereafter and (b) Company shall pay to Employee all amounts due 
under any and all components of any incentive plan applicable to Employee, 
including the EPS Incentive, Long Term Incentive and Company Match 
components, without any proration,  through the end of the Employment Period.
At any time that Employee wants to exercise any  of his vested stock options 
in connection with a Termination Without Cause following a Change in Control,
upon Employee's request, the Company shall loan to him the amount necessary 
to exercise such options, including an amount equal to  Employee's 
withholding taxes payable in connection with such exercise.  Such loan shall 
be for a period of three years with interest charged at the prime rate as 
determined by the First National Bank of Chicago at the time of such loan.  
Notwithstanding the foregoing, in the event of any difference or conflict 
between the terms and provisions contained herein relating to Employee's 
rights in the event of a Change in Control and any similar terms and 
provisions contained in any other agreement to which Employee  and Company 
are parties, including without limitation, the Benefits Agreement and the Stock
Purchase Plan, those terms and provisions most favorable to Employee shall
control.

          7.4     Employee's obligations under Sections 8, 9 and 10 of this
Agreement shall survive the expiration or termination hereof; provided, however,
that in the event of a Change in Control, Employee has no obligation to comply
with  such sections following the date of such Change in Control. 

     8.   Agreement Not to Solicit Employees.  Employee agrees that, prior to a
Termination of Employment and during the Noncompetition Period referred to in
Section 10.1 below, Employee shall not solicit or otherwise attempt, directly or
indirectly, to entice the Company's other employees to leave the Company or its
affiliates or breach any agreement they have with the Company or its affiliates.

     9.   Proprietary Information.  Employee hereby agrees to be bound by the
terms of the Invention, Secrecy & Other Matters Agreement to be executed by
Employee substantially in the form attached hereto as Exhibit A, specifically
including the obligations contained in Section 3 thereof regarding the
nondisclosure of proprietary information.

     10.  Noncompetition.

          10.1   Employee agrees that, prior to a Termination of Employment and
for the one-year period following Termination of Employment (the "Noncompetition
Period"), Employee shall not engage or participate in any state of the United
States, directly or indirectly, either as an owner, partner, director, trustee,
officer, employee, consultant, advisor or in any other individual or
representative capacity, in any activity which is the same as, similar to or
competitive in any manner whatsoever with the business of the Company, its
subsidiaries or affiliates (herein, a "Competing Activity") and will not have 
any investment in a business which is engaged in a Competing Activity other 
than an ownership interest of less than five percent (5%) of any company 
whose securities are listed on the New York Stock Exchange, the American 
Stock Exchange or the Nasdaq National Market.  Employee agrees that, in the 
event the Employment Period is extended by the Company as permitted in 
Section 7.2, the Noncompetition Period shall thereupon automatically be 
extended to coincide with the extended Employment Period.

          10.2   Employee acknowledges and agrees that the breadth of the
territorial restriction in Section 10.1 is reasonable and necessary to protect
the Company, its subsidiaries and affiliates because, among other things, the
Company, its subsidiaries and affiliates conduct or propose to conduct  business
throughout the United States, such business could be located in any jurisdiction
in the United States and any lesser restriction would unfairly infringe upon the
conduct of such business.

          10.3   Employee understands that the foregoing restrictions may limit
his ability to earn a livelihood in a business similar to the respective 
business of the Company, its subsidiaries and affiliates, but he nevertheless
believes that he has received and will receive sufficient consideration 
hereunder and otherwise as an employee of the Company to justify such 
restrictions which, in any event, given his education, abilities and skills, 
Employee does not believe would prevent him from earning a living.

          11. Assignment.  This Agreement shall inure to the benefit of and 
shall be binding upon the Company, its successors and assigns. The 
obligations and duties of Employee hereunder are personal and not assignable,
whether voluntarily or involuntarily or by operation of law or otherwise.

          12. Entire Agreement.  This Agreement, as amended and restated,
contains the entire agreement of the Company and Employee relating to the 
subject matter hereof, and it replaces and supersedes any and all prior agree-
ments between the parties relating to the same subject matter, including without
limitation, any prior employment agreement between Employee and the Company.  In
connection therewith, by execution of this Agreement, Employee hereby terminates
in its entirety as of the Commencement Date any such prior agreement which shall
thereafter cease to have any force or effect.

          13. Waiver; Amendment.  No provision hereof may be waived except by a
written agreement signed by the waiving party.  The waiver of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
other term or condition hereof.  This Agreement may be amended only by a
subsequent writing signed by the party or parties to be bound thereby.

          14. Remedies.  All remedies hereunder are cumulative, are in addition
to any other remedies provided for by law and may, to the extent permitted by
law, be exercised concurrently or separately, and the exercise of any one remedy
shall not be deemed to be an election of such remedy or to preclude the exercise
of any other remedy.  Employee acknowledges that in the event of any breach of
Employee's covenants contained in Section 8, 9 or 10, the Company shall be
entitled to immediate relief enjoining such violations in any court or before
any judicial body having jurisdiction over such claim.

          15. Severability.  In the event that any provision of this Agreement
would be held in any jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement in such
jurisdiction or any other jurisdiction.  Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without affecting the validity or enforceability of such
provision in any other jurisdiction.

          16. Counterparts.  This Agreement may be executed in counterparts, 
each of which shall be deemed an original and all of which, taken together, 
shall constitute one and the same instrument.

          17. Headings.  The headings of the sections of this Agreement have 
been inserted for convenience of reference only and shall not be deemed to be
a part of this Agreement.

          18. Attorneys' Fees.  In the event that any party hereto brings an
action or proceeding for a declaration of the rights of the parties under this
Agreement, for injunctive relief, for an alleged breach or default of, or any
other action arising out of this Agreement or the transactions contemplated
hereby, or in the event any party is in default of its obligations pursuant
hereto, the prevailing party in any such action or proceeding shall be entitled
to reasonable attorneys' fees, in addition to any costs incurred and in addition
to any other damages or relief awarded.

         19. Governing Law.  This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California applicable
to agreements made and to be wholly performed within such state.


         20.  Arbitration.  In the event (a) Employee disagrees with a Company
decision involving Employee's compensation, position or other personal 
employment condition or (b) there is a dispute arising out of the separation
of Employee from employment by the Company, then Employee and the Company 
shall first try to resolve such disagreement or dispute pursuant to the 
problem solving procedure in the Employee Handbook.  If such disagreement or 
dispute is not resolved by such procedure, then it shall be resolved by 
binding arbitration, at the request of either party, in accordance with the 
rules of the American Arbitration Association.  The arbitrator shall have the
power to award only actual direct compensatory damages which excludes 
punitive damages and the parties waive the right to recover punitive damages.
The arbitrator shall prepare in writing and provide to the parties an award 
including factual findings and the reasons on which the decision is based.  
The arbitrator shall not have the power to commit errors of law or legal 
reasoning, and the award may be vacated or corrected by judicial review for 
any such error.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement, as
amended and restated, to be executed as of the day and year first above written.

                       SYNCOR INTERNATIONAL CORPORATION, 
                       a Delaware corporation


                           /S/ Haig Bagerdjian
                       By:_____________________________________
                          HAIG BAGERDJIAN
                          Senior Vice President, Business Development 
                          and General Counsel

EMPLOYEE


/s/ Robert G. Funari
________________________
ROBERT G. FUNARI