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Exhibit 10.02(a)

June 29, 2000

University of Southern California
University Park
Los Angeles, CA 90089

Ladies and Gentlemen:

Reference is made to (1) that certain Option and License Agreement, dated as
of March 12, 1998, by and among University of Southern California ("USC") and
Rubicon Medical, LLC as amended as of March 31, 1999 (collectively, the
"License Agreement") and (2) that certain Letter of Affirmation and Consent,
dated as of the date hereof, by and among, USC, Rubicon Medical, Inc.
(assignee of Rubicon under that certain Assignment, Assumption and Consent
Agreement dated as of June 8, 2000) ("Rubicon"), and Abbott Laboratories
("Abbott"), pursuant to which USC consented to the sublicense granted to
Abbott under the License Agreement (the "Abbott Sublicense").  This letter
shall serve to memorialize certain agreements between USC and Rubicon with
regard to the Abbott Sublicense.  Any capitalized terms used but not defined
in this letter agreement shall have the meaning given such terms in the Abbott
Sublicense.

     1.     USC and Abbott agree that [CONFIDENTIAL] of the royalties payable
by Abbott under Article 7 of the Abbott Sublicense are attributable to USC
Patent Rights and [CONFIDENTIAL] of such royalties are attributable to Other
Patent Rights, which are not covered by the USC License.  Accordingly, Rubicon
shall be required under Section 5.b of the USC License to pay to USC a royalty
equal to [CONFIDENTIAL] one -half of the royalties received under Article 7 of
the Abbott Sublicense.

     2.     USC agrees that Rubicon shall be required under Section 5.b of the
USC License to pay to USC [CONFIDENTIAL] of the [CONFIDENTIAL] development fee
received under Section 8.1 of the Abbott Sublicense with regard to the
sublicense grant pursuant to. Section 6.1 therein, and is not required to pay
to USC any percentage of the [CONFIDENTIAL] development fee received under
Section 8.1 with regard to the license grant pursuant to Section 6.2 therein.

     3.     USC agrees that Rubicon shall be required under Section 5.b of the
USC License to pay to USC [CONFIDENTIAL] of each of the [CONFIDENTIAL] and
[CONFIDENTIAL] milestone payments received under Sections 8.2(a) or (b),
respectively, of the Abbott Sublicense with regard to the sublicense grant
pursuant to. Section 6.1 therein, and is not required to pay to USC any
percentage of the [CONFIDENTIAL] or [CONFIDENTIAL] milestone payments received
under Sections 8.2(a) or (b), respectively, with regard to the license grant
pursuant to. Section 6.2 therein.

     4.     USC agrees that Rubicon shall have thirty (30) days from the
receipt of payments from Abbott to pay to USC any sums due to USC pursuant to
the USC License, as hereby amended.

     5.     USC agrees to be bound by the provisions of Section 14.7 regarding
Abbott's handling of product after any termination of the Abbott Sublicense.

                                Rubicon Medical, Inc.

                                /s/
                                -------------------------------
                                By: Richard J. Linder
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                                Its: President/CEO

ACKNOWLEDGED AND AGREED:

UNIVERSITY OF SOUTHERN CALIFORNIA

 /S/
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By: Dennis F. Dougherty
Its: Senior Vice President for Administration