EXCLUSIVE DISTRIBUTORSHIP AGREEMENT

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     THIS AGREEMENT made as of November 12, 1997 to take effect as of December

1, 1997 as specified herein, by and between RITA Medical Systems, lnc. (and its

successors and assigns, the "Seller"), a California corporation having its

principal office at 967 North Shoreline Boulevard, Mountain View, California

94043, NISSHO IWAI CORPORATION ("Distributor"), a Japanese corporation having

its primary office at 4-5 Akasaka 2-chome, Minato-ku, Tokyo 107, and NISSHO IWAI

AMERICAN CORPORATION ("Distributor Agent"), a New York corporation with an

office at 44 Montgomery Street Suite 2150, San Francisco, California 94104-4375

(the Distributor and Distributor Agent shall be referred to collectively as

"Distributors").



                                  WITNESSETH

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     WHEREAS, Seller has been engaged in the manufacture and marketing of the

Products (as hereinafter defined) and desires to expand the sale of same;



     WHEREAS, among other things, Distributors are collectively engaged in

exporting, distributing and marketing various products in Japan; and



     WHEREAS, Distributors desire to act as, and Seller desires to appoint

Distributors as the sole and exclusive distributors of the Products in the

Territory (as hereinafter defined).



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE 1. DEFINITIONS

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     The following words shall have the following meanings when used in this

Agreement:



     1.1  "Acquisition Closing Date" shall mean the date on which control of the

Seller transfers to another individual or entity in accordance with the

acquisition agreement entered into between the Seller and such acquiring

individual or entity.



     1.2  "Agreement" shall mean this agreement and any amendments hereto.



     1.3  "Delivery Point" shall mean F.0.B. Seller's manufacturing site which

is currently located at Mountain View, California, or such other location as may

be agreed to in writing from time to time.



     1.4  "Individual Contract" shall mean a Purchase Order for the Products

issued by Distributor Agent and accepted by Seller as provided herein.



     1.5  "Equipment" shall mean minimally-invasive surgical ablation systems

for the treatment of solid organ tumors consisting of RF Generators, Electrodes

and associated equipment described in Exhibit A and as may be added or modified

in accordance with this Agreement.



     1.6  "End-Customer" shall mean ultimate purchaser or user of the Products,

i.e., medical practitioner, hospital and medical facilities.



     1.7  "In-Country Caretaker Period" shall mean the period from December 1,

1997 to the day before the Investment Date.



     1.8  "Investment Date" shall mean the date when Distributors remit the

funds for investment in Seller pursuant to letter of intent described in Article

2.1.



     1.9  "Marks" shall mean all trademarks, tradenames, emblems, designs,

patents and other intellectual property utilized in connection with the Products

and identified in Exhibit C annexed hereto and any abbreviation or modification

thereof.



     1.10 "MHW" shall mean the Japanese Ministry of Health and Welfare.



     1.11 "MHW Product Approval" shall mean the MHW approval, in whatever form,

for the importation and distribution of Product pursuant to a "me too" or a "new

medical product" application.



     1.12 "Minimum Purchase Target" shall mean the minimum target quantity of

Equipment for purchase each Sales Year by Distributors as provided in Exhibit B.



     1.13 "Parts" shall mean replacement parts for, or components of, the

Equipment.



     1.14 "Product(s)" shall mean, as applicable, the Equipment and/or Parts

and/or other products as provided in Article 4 herein.



     1.15 "Purchase Order" shall mean Distributor Agent's standard form

purchase order prevailing from time to time.



     1.16 "Purchaser(s)" shall mean intermediate purchasers of the Products.



     1.17 "Sales Year" shall mean each successive one-year period with the

first such one year period commencing the first day of the third full month

following the month in which the Distributor obtains initial MHW Product

Approval.

<PAGE>



     1.18  "Sub-Distributor" shall mean the sub-distributor to the Distributor

as identified in Article 5 herein.



     1.19  "Territory" shall mean Japan.



ARTICLE 2. APPOINTMENT: REPRESENTATIONS

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