LUXTEC CORP /MA/
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>extentwo.txt
<TEXT>
                                                                    EXHIBIT 10.2


                                January 17, 2002



Mr. Bradford Walker
PrimeSource Surgical, Inc.
Bimeco, Inc.
Ruby Merger Sub, Inc.
3700 E. Columbia Street
Tucson, AZ  85714

Mr. Bradford Walker
PrimeSource Healthcare, Inc.
f/n/a Luxtec Corporation
99 Hartwell Street
West Boylston, MA 01583


     Re:  LETTER  AGREEMENT  DATED  AS  OF  DECEMBER  11,  2001,  BY  AND  AMONG
          PRIMESOURCE  SURGICAL,  INC., AS BORROWER,  BIMECO,  INC., RUBY MERGER
          SUB,  INC.  AND  PRIMESOURCE  HEALTHCARE,  INC.,  AS  GUARANTORS,  AND
          CITIZENS  BANK OF  MASSACHUSETTS,  AS  SUCCESSOR  IN INTEREST TO STATE
          STREET BANK AND TRUST COMPANY, AS LENDER

Dear Brad:

     Reference is made to that certain Letter Agreement dated as of December 11,
2001 (the "Letter  Agreement"),  by and among  PrimeSource  Surgical,  Inc. (the
"Company"), as borrower, Bimeco, Inc. ("Bimeco"), Ruby Merger Sub, Inc. ("Ruby")
and PrimeSource  Healthcare,  Inc. ("PHI" and together with Bimeco and Ruby, the
"Guarantors"),  as guarantors,  and Citizens Bank of Massachusetts (the "Bank"),
as  successor  in interest to State  Street Bank and Trust  Company,  as lender.
Capitalized  terms used herein and not otherwise defined shall have the meanings
ascribed to them in that certain Amended and Restated Credit  Agreement dated as
of June 14, 1999, as amended (the "Credit Agreement") by and among the Bank, the
Company and the Guarantors.

     The Bank, the Company and the Guarantors hereby agree that (a) the Deferral
Period (as defined in the Letter Agreement) is hereby extended until February 1,
2002.

     In order to  induce  the Bank to enter  into  this  Extension  Letter,  the
Company and the Guarantors  hereby  represent and warrant that (a) no Default or
Event of Default  under the Credit  Agreement  exists on the date  hereof  after
giving  effect to this  Extension  Letter (other than the  Designated  Events of

<PAGE>

Defaults (as defined in the Letter Agreement) and (b) all of the representations
and  warranties  contained in the Credit  Agreement  are true and correct in all
material  respects as of the date hereof after giving  effect to this  Extension
Letter, with the same effect as if those representations and warranties had been
made on and as of the date hereof (it being  understood that any  representation
or warranty made as of a specified date shall be required to be true and correct
in all material respects only as of such specified date).

     To the  extent  not  otherwise  set  forth  herein,  the  Company  and  the
Guarantors  hereby remise,  release,  acquit,  satisfy and forever discharge the
Bank, its agents, employees,  officers, directors,  predecessors,  attorneys and
all others  acting on behalf of or at the direction of the Bank, of and from any
and all manner of actions,  causes of action, suit, debts, accounts,  covenants,
contracts, controversies,  agreements, variances, damages, judgments, claims and
demands whatsoever, in law or in equity, which any of such parties ever had, now
have or can,  shall  or may at any time  have  against  the  Bank,  its  agents,
employees,  officers, directors,  attorneys and all persons acting or purporting
to act on behalf of or at the direction of the Bank ("Releasees"),  for, upon or
by reason of any matter,  cause or thing  whatsoever  through  the date  hereof.
Without limiting the generality of the foregoing, the Company and the Guarantors
waive and  affirmatively  agree not to allege or otherwise  pursue any defenses,
affirmative defenses, counterclaims,  claims, causes of action, setoffs or other
rights  they do,  shall or may have as of the date  hereof,  including,  but not
limited  to,  the  rights  to  contest:  (a) the  right  of the  Bank,  upon the
expiration  or  termination  of the  forbearance,  to  exercise  the  rights and
remedies  described in Paragraph K of the Letter  Agreement and other rights and
remedies  described in the Letter  Agreement;  (b) any  provision of this Letter
Agreement or the Loan Documents; (c) the liens, pledges,  assignments,  security
interests and other  collateral or security  granted by the Loan Documents or in
this Letter Agreement; or (d) any conduct of the Bank or Releasees.

     This  Extension  Letter is limited as specified and shall not  constitute a
modification,  amendment  or waiver of any  provisions  of the Credit  Agreement
(other than as expressly  provided for herein) or constitute a course of dealing
between the parties.

     This Extension  Letter may be executed in any number of counterparts and by
the parties  hereto on separate  counterparts,  each of which  counterpart  when
executed and delivered  shall be an original,  but all of which  together  shall
constitute one and the same instrument.

     This Extension Letter shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

     From and after the date  hereof,  all  references  to the Letter  Agreement
shall be deemed to be references to the Letter Agreement as modified hereby.

                           [Signature page to follow]


<PAGE>




     Please  confirm that the  foregoing  correctly  sets forth our agreement by
signing and returning  the  duplicate  copy of this  Extension  Letter  enclosed
herewith.

                                                  Very truly yours,

                                                  CITIZENS BANK OF MASSACHUSETTS


                                                  By: /s/ Christopher Daniel
                                                     ---------------------------
                                                     Name:  Christopher Daniel
                                                     Title:    Vice President

Accepted and agreed to as of
the date first written above:

PRIMESOURCE SURGICAL, INC.


By: /s/ Bradford C. Walker
   --------------------------------------
   Name:        Bradford C. Walker
   Title:       Chief Restructuring Officer

BIMECO, INC.


By: /s/ Bradford C. Walker
   --------------------------------------
   Name:        Bradford C. Walker
   Title:       Chief Restructuring Officer

RUBY MERGER SUB, INC.

By: /s/ Bradford C. Walker
   --------------------------------------
   Name:        Bradford C. Walker
   Title:       Chief Restructuring Officer

PRIMESOURCE HEALTHCARE, INC.
f/n/a/ LUXTEC CORPORATION


By: /s/ Bradford C. Walker
   -------------------------------------
   Name:        Bradford C. Walker
   Title:       Chief Restructuring Officer



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</DOCUMENT>
