Exhibit (d)(2)


(IGC LETTERHEAD)

                                November 21, 2003

James Hawkins
Chairman and Chief Executive Officer
Invivo Corporation
4900 Hopyard Road, Suite 210
Pleasanton, CA 94588


Dear Mr. Hawkins:

         In connection with our mutual consideration of a possible business
combination transaction (the "Transaction") between Invivo Corporation and/or
its subsidiaries (collectively, with such subsidiaries, the "Company") and
Intermagnetics General Corporation and/or its subsidiaries (collectively,
"Intermagnetics") we understand that the Company is prepared to make available
to Intermagnetics certain information concerning its businesses, financial
condition, operations, assets and liabilities. In consideration for and as a
condition to furnishing certain Evaluation Material (as defined below),
Intermagnetics acknowledges the confidential and proprietary nature of the
Evaluation Material furnished by the Company and agrees to hold and keep the
same confidential as provided in this letter agreement. As used herein the term
"Representatives" shall mean a party's directors, officers, employees, advisors
(including, without limitation, financial advisors), attorneys, outside auditors
and other agents and representatives and such party's financing sources for the
Transaction.

         As used herein, the term "Evaluation Material" means all information
furnished by the Company before or after the date hereof, whether oral or
written and regardless of the manner by which it is communicated and includes
the portions of any notes, analyses, compilations, studies, interpretations or
other documents prepared by Intermagnetics or its Representatives which contain
or reflect, in whole or in part, the information furnished to Intermagnetics or
its Representatives by the Company pursuant hereto, other than information which
(i) is or becomes generally available to the public other than as a result of
disclosure by Intermagnetics or its Representatives, (ii) becomes available to
Intermagnetics on a non-confidential basis, provided that the source of the
information is not known to Intermagnetics to be bound by a confidentiality
agreement or other contractual, legal or fiduciary obligation with respect to
such information, (iii) is in the possession of Intermagnetics at the time of
disclosure as shown by Intermagnetic's files and records immediately prior to
the time of disclosure, (iv) is developed independently by Intermagnetics
without use of Evaluation Material, as shown by written records in the
possession of Intermagnetics or (v) is approved for release by the Company.

         Intermagnetics agrees that the Evaluation Material will be used solely
in connection with the Transaction and not for any other purpose. Intermagnetics
will keep the Evaluation Material confidential and, except with the prior
written consent of the Company, will disclose the Evaluation Material only to
the persons set forth herein. Intermagnetics may provide the Evaluation Material
to its Representatives who need to have access to such Evaluation Material in
connection with the Transaction. Intermagnetics will direct its Representatives
to keep

James Hawkins
November 21, 2003
Page 2


confidential all Evaluation Material any such Representatives may receive.
Intermagnetics will be responsible for any breach of the terms hereof by it or
its Representatives.

         In the event that Intermagnetics is requested pursuant to, or required
by, applicable law or regulation or by legal process to disclose any Evaluation
Material, Intermagnetics will provide the Company with prompt notice of such
request(s) to enable the Company to seek protection, either by an appropriate
protective order or other remedy and to consult with the Company with respect to
taking steps to resist or narrow the scope of any such request or requirement.
In any event, Intermagnetics will use its reasonable best efforts to limit the
amount of Evaluation Material it is required to so disclose. In the event that
Intermagnetics shall have complied fully with the provisions of this paragraph,
the Company agrees that such disclosure may be made by Intermagnetics without
any liability hereunder.

         In consideration of entering into discussions regarding the
Transaction, each party agrees that it will not for a twelve-month period from
the date hereof solicit to employ any of the current officers or employees of
the other party; provided, however, that the term "solicit to employ" shall not
be deemed to include general solicitations of employment not specifically
directed toward employees of the other party.

         The Evaluation Material will remain the property of the Company and
disclosure to Intermagnetics will not confer on Intermagnetics any rights with
respect to such Evaluation Material other than rights specifically set forth in
this letter agreement.

         From and after the date hereof, without the prior written consent of
the other party and except as provided herein, neither party hereto, nor its
Representatives, will disclose to any other person either any information about
the Transaction between the parties hereto or the details of their discussions
or negotiations concerning the Transaction, including the status thereof, unless
such party's counsel advises that such disclosure is required by applicable law
or regulation. If a party's counsel determines that disclosure of the
negotiations or Transaction is required by law, such party shall provide the
other party with as much prior notice as is practicable under the circumstances
of any intended disclosure. The term "person" as used in this letter agreement
shall be broadly interpreted to include without limitation any corporation,
company, partnership or individual. It is understood that each party will issue
a press release upon execution of this letter agreement in the form previously
provided to the other party.

         The Company and Intermagnetics each acknowledge that it is aware and
that its Representatives have been advised of the restrictions imposed by the
United States Federal Securities laws on a person possessing material non-public
information about Intermagnetics, or the Company or the Transaction, and each
agrees to comply with such laws.

         Notwithstanding anything to the contrary contained herein, each party
may disclose to any and all persons and entities, without limitation of any
kind, the tax treatment and tax structure of any potential transaction and all
materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure; provided,
however, that (i) such disclosure may not be made until the earliest of (A) the
date of the public

James Hawkins
November 21, 2003
Page 3


announcement of discussions relating to such transaction, (B) the date of the
public announcement of such transaction or (C) the date of the execution of a
definitive agreement to enter into such transaction and (ii) such disclosure may
not be made to the extent a party reasonably determines that such disclosure
would result in a violation of applicable federal or state securities laws. For
purposes of this paragraph, (x) the "tax treatment" of the potential transaction
means the purported or claimed federal income tax treatment of such transaction,
and (y) the "tax structure" of a transaction means any fact that may be relevant
to understanding the purported or claimed federal income tax treatment of such
transaction. The parties acknowledge and agree that (a) the tax treatment and
tax structure of any transaction does not include the name of any party to such
transaction or any sensitive business information (including, without
limitation, specific information about any party's intellectual property or
other proprietary assets) unless such information may be related or relevant to
the purported or claimed federal income tax treatment of such transaction, and
(b) notwithstanding anything to the contrary herein, this letter agreement
contains no restrictions on the ability of either party to consult with any (or
multiple) legal or tax advisors for legal or tax advice (including, without
limitation, legal or tax advisors not otherwise involved with the Transaction)
regarding the tax treatment or tax structure of a transaction, or to disclose
the tax treatment or tax structure of any transaction to federal and state
taxing authorities.

         Each of the Company and Intermagnetics hereby agree that from the date
of this Agreement through December 7, 2003 (as such period may be extended as
provided herein, the "Exclusive Period") the Company will conduct its business
substantially in the ordinary course consistent with past practice, and neither
the Company nor any of its Representatives will (a) solicit, initiate, consider,
knowingly encourage or accept any proposal or offer from any person, other than
Intermagnetics, (i) relating to any acquisition or purchase of all or any
material portion of the assets of the Company or any of its subsidiaries (other
than sales of inventory in the ordinary course of business consistent with past
practice), (ii) to enter into any merger or business combination with the
Company or any subsidiary of the Company (iii) relating to any acquisition or
purchase of all or any portion of the capital stock of the Company or any
subsidiary of the Company, or (b) participate in any discussions, conversations,
negotiations or other communications regarding, or furnish to any other person
any information with respect to, any of the foregoing, other than to advise any
third party that seeks to engage in any of the foregoing that the Company has
contractually agreed not to do so, or (c) agree to complete, enter into an
agreement to complete, or complete, any material acquisition of another business
(whether by acquisition of assets, shares of capital stock or another form of
business combination); provided that if on December 7, 2003 Intermagnetics
advises the Company that it has substantially completed its due diligence review
of the information provided by the Company and that it continues to be willing
to complete negotiation of a definitive agreement for its acquisition of the
Company for a cash purchase price of not less than $22 per share, then the
Company will at the request of Intermagnetics agree to extend the Exclusive
Period to December 12, 2003; provided however that if the Company is on December
12, 2003, negotiating in good faith with Intermagnetics the terms of a
definitive agreement with respect to the proposed transaction, the Company may,
at its option, extend the Exclusive Period until not later than December 19,
2003. The Company hereby agrees not to, without the prior written consent of

James Hawkins
November 21, 2003
Page 4


Intermagnetics, release any person from, or waive any provision of, any
confidentiality agreement to which it is a party; provided that the Company may
waive the confidentiality provisions of any such agreement to the extent such a
waiver is in the ordinary course of its business consistent with past practice.

         To facilitate the ability of Intermagnetics to substantially complete
its due diligence review of the Company on or before December 7, 2003, the
Company agrees that it will undertake in good faith to make available to
Intermagnetics on or before November 24, 2003, the information requested by
Intermagnetics during the week of November 17, 2003, as well as provide to
Intermagnetics reasonable access to employees of the Company for the purpose of
facilitating Intermagnetics' understanding of the business of the Company.

         Intermagnetics agrees that, from the date of this letter agreement
until the earlier of (a) the twelve-month anniversary of the date of this letter
agreement, or (b) the occurrence of a Significant Event (as defined below),
Intermagnetics will not, without the prior written consent of the Company or its
Board of Directors:

         (i)      propose to enter into, directly or indirectly, any merger or
business combination involving the Company including a purchase of a material
portion of the assets of the Company or purchase or propose to purchase
securities representing five percent (5%) or more of the Voting Securities (as
defined below) of the Company;

         (ii)     make, or in any way participate in, directly or indirectly,
any "solicitation" of "proxies" (as such terms are used in the proxy rules of
the Securities and Exchange Commission) to vote, or seek to advise or influence
any person with respect to the voting of, any securities of the Company;

         (iii)    form, join or in any way participate in a 13D Group (as
defined below) with respect to any securities of the Company; or

         (iv)     otherwise act, alone or in concert with others, to seek to
control the management, Board of Directors or policies of the Company.

         As used herein, "Significant Event" shall mean any of the following:
(a) the announcement or commencement by any person or 13D Group of a tender or
exchange offer to acquire Voting Securities which, if successful, would result
in such person or 13D Group owning, when combined with any other Voting
Securities owned by such person or 13D Group, 30% or more of the then
outstanding Voting Securities; (b) the Company enters into or otherwise
determines to seek to enter into any merger, sale or other business combination
transaction pursuant to which the outstanding shares of common stock of the
Company (the "Common Stock") would be converted into cash or securities of
another person or 50% or more of the then outstanding shares of Common Stock
would be owned by persons other than the then-current holders of shares of
Common Stock, or that would result in all or a substantial portion of the
Company's assets being sold to any person or 13D Group; or (c) the Company's
Board of Directors fails, prior to the expiration of the Exclusive Period, to
approve a definitive agreement

James Hawkins
November 21, 2003
Page 5


with Intermagnetics pursuant to which Intermagnetics would offer to acquire all
of the outstanding shares of the Company for a cash purchase price of not less
than $22 per share; provided that Intermagnetics will have attempted to
negotiate with the Company in good faith a definitive agreement for such
transaction having terms and conditions that are customary for similar
transactions, and the Company is not, at such time, objecting reasonably and in
good faith to the terms of such definitive agreement proposed by Intermagnetics.
"Voting Securities" shall mean at any time shares of any class of capital stock
of the Company that are then entitled to vote generally in the election of
directors; provided that for purposes of this definition any securities that at
such time are then convertible or exchangeable into or exercisable for shares of
Common Stock shall be deemed to have been so converted, exchanged or exercised.
"13D Group" shall mean any group of persons formed for the purpose of acquiring,
holding, voting or disposing of Voting Securities that would be required under
Section 13(d) of the Exchange Act and the rules and regulations thereunder to
file a statement on Schedule 13D with the SEC as a "person" within the meaning
of Section 13(d)(3) of the Exchange Act.

         If either party hereto determines that it no longer desires to pursue
the Transaction, Intermagnetics will promptly upon the request of the Company
destroy or return the Evaluation Material relating to the Company, without
retaining any copies thereof (other than board presentation materials maintained
as records of the meeting thereof, an archival copy retained by Intermagnetic's
counsel to be used only in case of a dispute concerning this letter agreement or
as necessary to comply with any regulatory requirements). Notwithstanding the
return of the Evaluation Material, Intermagnetics and its Representatives will
continue to be bound by the obligations of confidentiality and other obligations
under this agreement.

         Intermagnetics acknowledges that the Company and its Representatives do
not make any express or implied representation or warranty as to the accuracy
and completeness of any Evaluation Material.

         Without prejudice to the rights and remedies otherwise available to the
parties hereto, each party will be entitled to equitable relief by way of
injunction if the other party or any of its Representatives breaches or
threatens to breach any of the provisions of this letter agreement.

         If any provisions of this letter agreement shall be unlawful, void or
for any reason unenforceable, in whole or in part, such provision or part shall
to that extent be deemed not to be a part of this letter agreement and shall in
no way affect the validity or enforceability of the remaining provisions of this
letter agreement.

         This letter agreement contains the entire agreement between the parties
hereto concerning the confidentiality of the Evaluation Material, and no
modification of this letter agreement or waiver of the terms and conditions
hereof shall be binding upon the parties hereto, unless approved in writing by
each of the parties hereto.

         This agreement shall be governed and construed in accordance with the
laws of the State of New York. This agreement shall remain in effect until the
first anniversary of the date hereof.

James Hawkins
November 21, 2003
Page 6


Please confirm your agreement by signing this letter agreement and returning to
the undersigned an executed copy of this letter agreement,

                                          Very truly yours,
                                          INTERMAGNETICS GENERAL CORP.

                                          /s/ Glenn H. Epstein
                                          ------------------------------------
                                          Glenn H. Epstein
                                          Chairman and Chief Executive Officer



Accepted and agreed as of
the date first written above:


INVIVO CORPORATION


/s/ James Hawkins
------------------------------------
James Hawkins
Chief Executive Officer