CHROMAVISION MEDICAL SYSTEMS INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>a00921exv10w8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<PAGE>

                                                                    Exhibit 10.8

[CHROMA VISION LOGO]

June 18, 2004

Mr. Ronald Andrews
2131 Deer Oak Way
Danville, CA  94506

Dear Ron:

      ChromaVision Medical Systems, Inc. (the "Company") is pleased to enter
into this letter agreement (the "Letter Agreement") with you (the "Executive")
which will address the terms of Executive's employment with the Company. The
Company considers it essential to the best interests of its stockholders to
attract and foster the continuous employment of key management personnel of the
Company and the arrangements described in this Letter Agreement are intended to
address that goal.

1. Duties. Commencing on July 1, 2004 or a date mutually agreed upon by the
Company and Executive (the "Commencement Date"). Executive will serve as
President and Chief Executive Officer of the Company and will report directly to
the Company's Board of Directors.

2. Term. Notwithstanding anything to the contrary, Executive's employment
relationship with the Company is employment "at will". As a result, Executive's
employment may be terminated by the Company's Board of Directors or by Executive
at any time (subject to the notice provision below), in each case without any
liability or obligation, except as set forth in this Letter Agreement. If
Executive terminates his employment, he shall give the Company written notice of
such termination not less than sixty (60) days prior to the effective date of
such termination. In light of the severance benefits provided for in Section 6,
the Company will have no obligation to give Executive prior notice of any such
termination by the Company (whether or not such termination is without cause).

3. Compensation.

      (a)   Base Salary. During the term of Executive's employment, Executive
            will receive a base salary of $315,000 per annum, payable in
            biweekly increments, subject to annual salary and performance review
            and potential salary increase at the sole discretion of the Company.

      (b)   Bonus. Executive will be eligible for a performance-based bonus as a
            participant in the Company's Management Incentive Plan ("MIP")
            (target incentives as determined by the Compensation Committee of
            the Company's Board of Directors) with an annual target payment of
            75% of base salary, pro-rated for the number of months of services
            in any given year. Potential exists to receive as much as twice this
            figure based on achievement of Company and personal objectives.

      (c)   One-Time Bonus. If Executive is employed by the Company in good
            standing as of December 31, 2004, the Company will pay Executive
            $32,000 as a one-time bonus payable on January 3, 2005.

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4.    Option Grant. The Compensation Committee of the Company's Board of
      Directors has approved a recommendation, to be presented to and approved
      by the Company's Board of Directors, that you receive a stock option grant
      in the amount of 750,000 shares of Common Stock of the Company, which
      option shares will vest 25% on the first anniversary of the Commencement
      Date and the remaining 75% of which will vest in equal monthly
      installments during the three year period commencing on the first
      anniversary of the Commencement Date. The option will not be granted under
      the Company's 1996 Equity Compensation Plan (the "Option Plan") but will
      be subject to the same terms and conditions as are set forth in the
      standard form stock option agreement currently in use under the Option
      Plan (including such terms and conditions as are incorporated therein from
      the Option Plan itself). The option will have an exercise price per share
      equal to the last sale price of the Company's Common Stock on the date the
      option is approved by the Board of Directors and will expire on the tenth
      anniversary of the grant date (subject to earlier termination in
      accordance with the terms of the Option Plan and standard form of stock
      option agreement thereunder). Additional equity grants may be awarded by
      action of the Company's Board of Directors or a duly authorized committee
      of the Board and, if made, will be made in a manner commensurate with
      senior executives, the terms and conditions of which shall be as
      determined under the Company's Option Plan and by the Company's Board of
      Directors. 5. Board Seat. A recommendation will be made to the Nominating
      and Corporate Governance Committee of the Company's Board of Directors to
      name you as a new member of the Board of Directors at the Company's next
      regularly scheduled board meeting on July 20, 2004.

6.    Fringe Benefits.

      (a)   Executive will be paid a car allowance at the rate of $600 per
            month.

      (b)   Executive is eligible for group life and accidental death and
            dismemberment insurance in an amount equal to one times the
            Executive's annual base salary not to exceed $600,000 (assuming that
            Executive meets normal insurability requirements). If insurability
            requirements cannot be met, the maximum amount of group life
            insurance benefit is $225,000. Executive will be offered the
            opportunity to purchase voluntary life insurance for himself and his
            spouse and children, if applicable; and otherwise be eligible to
            participate in all other benefits programs offered generally by the
            Company to its other executives, including medical, dental, and
            vision insurance, short and long term disability insurance, 401k
            Plan, flexible spending account (Section 125) plan and employee
            assistance program.

      (c)   Executive will also be entitled to twenty-two (22) days of vacation
            which will accrue from the Commencement Date at the rate of 6.77
            hours for each biweekly pay period. Executive may not accrue more
            than forty (40) hours above his eligible vacation allowance per
            year. All vacation accrued will carry over year to year; however,
            the point at which the total number of vacation hours accrued
            exceeds the maximum allowable, no additional accruals will be earned
            until the amount is reduced below the maximum.

      (d)   Relocation Package - for a period of eighteen months from your start
            of employment, the Company will pay for the relocation of the
            Executive's immediate family to an area proximate to the Company's
            corporate office in accordance with our Corporate Domestic

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            Relocation Policy. This policy covers usual and customary costs
            associated with relocation (a copy will be provided for your
            review). In addition, for a period of twelve months from the
            commencement of employment, if necessary, the Company will provide
            for the costs of temporary housing near the corporate offices.

7. Severance Payments. Subject to the provisions of subsection (d) below and the
other terms and conditions of this Letter Agreement, in the event (i) the
Company terminates Executive's employment without "cause", (ii) within twelve
months after a Change of Control Executive terminates his employment with "good
reason," or (iii) Executive's employment terminates as a result of Executive's
death or disability (any of the foregoing being a "Severance Termination"), the
Company will provide Executive the following benefits, which shall be the only
severance benefits or other payments with respect to Executive's employment with
the Company to which Executive shall be entitled. Without limiting the
generality of the foregoing, these benefits are in lieu of all salary and
bonuses (except for salary and bonuses for periods ending on the date of
termination), accrued vacation and other rights Executive may have against the
Company or its affiliates.

            (a) After a Severance Termination, Executive will receive payment of
an amount equal to one month of his base salary in effect at the time of the
Severance Termination multiplied by the greater of (i) (A) twenty-four (24)
minus (B) three times the number of fully completed quarters served under this
agreement, or (ii) twelve (12).

            (b) Upon a Severance Termination, Executive will be able to exercise
any options which have become exercisable on or before the termination date
until the earlier of (a) the first anniversary of the date of termination or (b)
the expiration date of the option.

            (c) Upon a Severance Termination, Executive will receive continued
coverage under the Company's medical and health plans in accordance with COBRA
rules and regulations following the termination date (including any period as
may be required by law), provided that coverage will end if Executive obtains
comparable coverage from a subsequent employer or otherwise ceases to be
eligible for COBRA benefits. If Executive ceases to be eligible for COBRA
because the Company does not pay the premiums for its existing or group
insurance policy or the Company ceases to have a group healthcare plan, the
Company will pay Executive, for any portion of the period referred to above
during which Executive's COBRA eligibility ceases for such reasons, the amount
of the premium it would have had to pay for Executive's coverage under the then
existing, or if none, the most recently existing, healthcare insurance policy.
Executive should consult with the Company's Manager of Human Resources
concerning the process for assuming ownership of and continued premium payments
for any life insurance policy. Executive will be reimbursed in accordance with
Company policies promptly for all of Executive's reasonable and necessary
business expenses incurred on behalf of the Company prior to Executive's
termination date.

            (d) All compensation and benefits described above in (a) through (c)
of this Section 6 will be contingent upon (i) Executive's execution of a release
of all claims against the Company substantially in the form of Exhibit A and
expiration of the seven-day revocation period referred to in the release, (ii)
Executive's not engaging in any Competition (as defined in Section 7 of this
Letter Agreement) with the Company during the period of his employment by the
Company or the one-year period following Executive's termination date and (iii)
Executive's not engaging in any Solicitation (as defined in Section 7 of this
Letter Agreement) during the period of his employment by the Company or the
one-year period following Executive's termination date.

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            (e) The Company will pay Executive the amount described in (a) above
in equal bi-weekly installments with the first payment being payable on the date
when the seven-day revocation period referred to below with respect to the
release expires. The Company will prepare the final release (which will be
substantially in the form attached as Exhibit A to this Letter Agreement) and
deliver it to Executive within five business days of Executive's termination of
employment. Executive will have twenty-one (21) days in which to consider the
release although Executive may execute it sooner. Please note that the release
has a revocation period of seven days.

            (f) In this letter, the term "cause" means (a) Executive's failure
to adhere to any written policy of the Company if Executive has been given a
reasonable opportunity to comply with such policy and cure Executive's failure
to comply (which reasonable opportunity to cure must be granted for a period of
ten days); (b) Executive's appropriation (or attempted appropriation) of a
business opportunity of the Company, including attempting to secure or securing
any personal profit in connection with any transaction entered into on behalf of
the Company; (c) Executive's misappropriation (or attempted misappropriation) of
any of the Company's funds or property (including without limitation trade
secrets and other intellectual property); or (d) Executive's conviction of, or
Executive's entering of a guilty plea or plea of no contest with respect to, a
felony or the equivalent thereof. In this letter, the term "good reason" means
(i) Executive's assignment (without Executive's consent) to a position, title,
responsibilities, or duties of a materially lesser status or degree of
responsibility than the position, responsibilities, or duties of President and
Chief Executive Officer of the Company, (ii) the relocation of the Company's
offices at which Executive is principally employed to a location which is more
than thirty miles from the location of the Company's principal offices on the
date of this Letter Agreement; provided, however, that Executive must have given
the written notice to the Company that Executive believes he/she has the right
to terminate employment for good reason, specifying in reasonable detail the
events comprising the good reason, and the Company fails to eliminate the good
reason within fifteen (15) days after receipt of the notice.

            (g) In this letter, the term "Change of Control" means (a) the
issuance, sale, transfer or acquisition by the Company of shares of capital
stock of the Company (including a transfer as a result of death, disability,
operation of law, or otherwise) in a single transaction or a group of related
transactions, as a result of which any entity, person, or group (other than
Safeguard Scientifics, Inc. and/or its affiliates) acquires the beneficial
ownership of newly issued, outstanding or treasury shares of the capital stock
of the Company having 50% or more of the combined voting power of the Company's
then outstanding securities entitled to vote for at least a majority of the
authorized number of directors of the Company or (b) any merger, consolidation,
sale of all or substantially all the assets or other comparable transaction as a
result of which all or substantially all of the assets and business of the
Company are acquired directly or indirectly by another entity (except Safeguard
Scientifics, Inc. and/or any of its affiliates). An "affiliate" of an entity is
an entity controlling, controlled by, or under common control with the entity
specified, directly or indirectly through one or more intermediaries. "Group"
shall have the same meaning as in section 13(d) of the Securities Exchange Act
of 1934, and "beneficial ownership" shall have the meaning set forth in Rule
13d-3 of the Securities and Exchange Commission adopted under the Securities
Exchange Act of 1934.

            (h) Executive will not be required to mitigate the amount of any
payment provided for in this Letter Agreement by seeking other employment or
otherwise.

            (i) Executive acknowledges that the arrangements described in this
Letter Agreement will be the only obligations of the Company or its affiliates
in connection with any

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determination by the Company to terminate Executive's employment with the
Company. This Letter Agreement does not terminate, alter, or affect Executive's
rights under any plan or program of the Company in which Executive may
participate, except as explicitly set forth herein. Executive's participation in
such plans or programs will be governed by the terms of such plans and programs.

8. Definitions of Competition and Solicitation. (a) For purposes of Section 6(d)
of this Letter Agreement, Executive shall be deemed to have engaged in
"Competition" with the Company if, without prior written approval of the Board
of Directors of the Company, Executive directly or indirectly through any other
person, firm or corporation, whether individually or in conjunction with any
other person, or as an employee, agent, consultant, representative, partner or
holder of any interest in any other person, firm, corporation or other
association during any portion of the term of this Letter Agreement or any
renewals or extensions hereof or the period of salary continuation referred to
in Section 6(a), competes with, or encourages or assists others to compete with,
or solicit orders or otherwise participates in business transactions or provides
services in competition with, the business engaged in by the Company at any time
during the term of Executive's employment (unless such business shall have been
abandoned by the Company). Executive acknowledges that the Company's products
are marketed throughout the United States, that therefore the Company is engaged
in business in every county and state of the United States and that the
foregoing definition of "competition" includes competition in every county and
state of the United States as well as in foreign countries.

            (b) For purposes of Section 6(d) of this Letter Agreement
"Solicitation" shall mean (A) soliciting, enticing, or inducing any Customer (as
defined below) to become a client, customer, OEM, distributor, or reseller of
any other person, firm or corporation with respect to, or provide, products or
services which are competitive with products or services then sold or under
development by the Company or to cease doing business with the Company or
authorizing or knowingly approving the taking of such actions by any other
person or (B) soliciting, enticing, or inducing directly or indirectly, or
hiring any person who presently is or at any time during the term hereof shall
be an employee of the Company to become employed by any other person, firm or
corporation or to leave his or her employment with the Company or authorizing or
approving any such action by any other person or entity. Providing a reference
for an employee of the Company will not, however, constitute Solicitation if the
employee has decided to leave the employ of the Company, is seeking other
employment, and requests the reference.

            (c) For purposes of this Section 7, "Customer" means any person or
entity which at the time of determination, if made prior to termination of
employment, or, after termination of employment, at the time of such
termination, shall be, or shall have been within two years prior to such time, a
client, customer, OEM, distributor, or reseller of the Company or a bona fide
prospect to become any of the foregoing.

            (d) Competition shall not include investing in the securities of any
corporation having securities listed on a national securities exchange, the
Nasdaq National Market, or the Nasdaq SmallCap Market, provided that such
investment does not exceed 5% of any class of securities of any corporation
engaged in business in competition with the Company, and provided that such
ownership represents a passive investment and that neither Executive nor any
group of persons including him, in any way, either directly or indirectly,
manages or exercises control of any such corporation, guarantees any of its
financial obligations, otherwise takes any part in its business, other than
exercising his/her rights as a shareholder, or seeks to do any of the foregoing.

            (e) Executive acknowledges (i) that his/her experience and
capabilities are such that the conditions in Section 6(d) to his/her receiving
the severance benefits referred to in Section

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6 will not prevent him/her from obtaining employment or otherwise earning a
living at the same general economic benefit as reasonably required by him/her
without losing the severance benefits and (ii) that he/she has, prior to the
execution of this Letter Agreement, reviewed this Letter Agreement with his/her
legal counsel. Executive acknowledges that the provisions contained in this
Section 7 and in Section 6(d) are reasonable and necessary to protect the
legitimate business interests of the Company and that the Company would not have
entered into this Letter Agreement in the absence of such provisions.

9. Other Payments in the Event of Termination of Employment. In the event of
termination of Executive's employment for any reason, Executive will be entitled
to receive upon such termination payment of all accrued, unpaid salary to the
date of termination and a "pro rata portion" of his/her "bonus for the year of
termination" (as those terms are defined below). "Pro rata portion" means the
number of days in the calendar year of termination up to and including the date
of termination divided by the total number of days in that full calendar year.
The "bonus for the year of termination" means the amount the Executive would
have been likely to earn if he/she had been employed for the full year, as
determined in good faith by the Board of Directors of the Company or a committee
thereof.

10. Withholding; Nature of Obligations. The Company will withhold applicable
taxes and other legally required deductions from all payments to be made
hereunder. The Company's obligations to make payments under this letter are
unfunded and unsecured and will be paid out of the general assets of the
Company.

11. Representations and Covenants of Executive. Executive represents and
warrants to the Company that: (a) he has full power and authority to enter into
this Letter Agreement and to perform his duties hereunder, (b) the execution and
delivery of this Letter Agreement and the performance of his duties hereunder
shall not result in an actual (as opposed to merely asserted) breach of, or
constitute an actual (as opposed to merely asserted) default under, any
agreement or obligation to which he may be bound or subject, including without
limitation any obligations of confidentiality, noncompetition, nonsolicitation
or use of information, (c) this Letter Agreement represents a valid, legally
binding obligation on him and is enforceable against him in accordance with its
terms except as the enforceability of this Letter Agreement may be subject to or
limited by general principles of equity and by bankruptcy or other similar laws
relating to or affecting the rights of creditors, (d) to Executive's knowledge,
the services contemplated by this Letter Agreement do not (i) infringe any third
party's copyright, patent, trademark, trade secret or other proprietary right,
or (ii) violate any law, statute, ordinance or regulation, and (e) the Executive
has resigned from all positions as an employee, officer, director or executive
of prior employers. Executive covenants to the Company that during his
employment with the Company (a) he shall not (i) intentionally use, in
connection with his employment with the Company, any confidential or proprietary
information or materials belonging to any third person or entity, or (ii)
knowingly violate any law, statute, ordinance or regulation and (b) he shall not
breach (i) any agreement with any third party to keep in confidence any
confidential or proprietary information, knowledge or data acquired prior to his
execution of this Letter Agreement or (ii) any obligations of confidentiality,
noncompetition, nonsolicitation or use of information.

12. Miscellaneous. This Letter Agreement will inure to the benefit of
Executive's personal representatives, executors, and heirs. In the event
Executive dies while any amount payable under this Letter Agreement remains
unpaid, all such amounts will be paid to the parties legally entitled thereto in
accordance with the terms and conditions of this Letter Agreement. No term or
condition set forth in this Letter Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by Executive and an officer of the

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Company authorized to sign such writing by the Board of Directors of the Company
or an authorized committee thereof. This Letter Agreement will be construed and
enforced in accordance with the laws of the State of California without regard
to the conflicts of laws of any state. Any controversy or claim arising out of
or relating to this Letter Agreement, or the breach thereof, will be settled by
arbitration in Los Angeles or Orange County, California in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, using one arbitrator, and judgment upon the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction.

If this Letter Agreement sets forth our agreement on the subject matter hereof,
kindly sign and return to us the enclosed copy of this letter which will then
constitute our legally binding agreement on this subject and supersedes any
prior discussions or agreements on this subject.

                                      Sincerely,

                                      CHROMAVISION MEDICAL SYSTEMS, INC.

                                      __________________________________________
                                      By:
                                      Title:

I agree to the terms and conditions of this Letter Agreement

____________________
Name

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                          GENERAL RELEASE AND AGREEMENT

      This GENERAL RELEASE AND AGREEMENT (hereinafter the "Release") is made and
entered into as of this ___________________ 200__, by and between CHROMAVISION
MEDICAL SYSTEMS, INC. (the "Company") and Ron Andrews ("Employee").

      1. Background. The parties hereto acknowledge that this Release is being
entered into pursuant to the terms of the Letter Agreement, dated
_________________ (the "Letter Agreement"), between the Company and Employee. As
used in this Release, any reference to the Company shall include its
predecessors and successors and, in their capacities as such, all of its
present, past, and future directors, officers, employees, attorneys, insurers,
agents and assigns, as well as all Company affiliates, subdivisions,
subsidiaries and parents, including without limitation Safeguard Scientifics,
Inc. and its subsidiaries (collectively, the "Company Affiliates") and their
respective past, present and future directors, officers, employees, consultants,
attorneys, insurers, agents and assigns; and any reference to Employee shall
include, in their capacities as such, his attorneys, heirs, administrators,
representatives, agents, and assigns.

      2. Resignation from Boards. Employee shall, and hereby does resign from
such boards and officer positions with the Company and all affiliates and
partner companies of the Company as such employee holds on the date hereof. In
this regard, if requested, Employee agrees to pre-sign and deliver to the
Company resignation letters acceptable to the Company in order to effect
Employee's resignation from certain companies and entities, and we may submit
other such letters from time to time, although nothing contained herein shall
prohibit Employee from resigning from such boards and officer positions at an
earlier time.

      3. General Release.

            (a) Employee, for and in consideration of the separation payments
and other benefits offered to him or her by the Company specified in the Letter
Agreement that accompanies this Release and intending to be legally bound, does
hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company and the Company
Affiliates, of and from any and all causes of actions, suits, debts, claims, and
demands whatsoever in law or in equity, which he/she ever had, now has, or
hereafter may have or which his or her heirs, executors or administrators may
have, by reason of any matter, cause, or thing whatsoever, from the beginning of
his or her employment with the Company and/or the Company Affiliates to the date
of this Release, and particularly, but without limitation, any claims arising
from or relating in any way to his or her employment or the separation of his or
her employment relationship with the Company, including, but not limited to, any
claims arising under any federal, state, or local laws, including Title VII of
the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq.,
("Title VII"), the Age Discrimination in Employment Act, 29 U.S.C. Section 621
et seq. ("the ADEA"), the Americans with Disabilities Act, 42 U.S.C. Section
12101 et seq. ("ADA"), the Employee Retirement Income Security Act of 1974, 29
U.S.C. Section 301, et seq., as amended ("ERISA"), and any and all other
federal, state or local laws, and any common law claims now or hereafter
recognized, including claims for wrongful discharge, slander and defamation, as
well as all claims for counsel fees and costs.

            (b) By signing this Release, Employee represents that Employee has
not commenced any proceeding against the Company or any Company Affiliate in any
forum (administrative or judicial) concerning Employee's employment.

<PAGE>

            (c) Employee agrees and covenants not to sue or to bring, or assign
to any third person, any claims or charges against the Company or any Company
Affiliate with respect to any known matter arising before the date of this
Release or covered by the release and not to assert against the Company or any
Company Affiliate in any action, grievance, suit, litigation or proceeding any
known matter before the date of this Release or covered by the release. Employee
agrees that in the event of a breach of any covenant of this Release by
Employee, the Company or any Company Affiliate damaged as a result of such
breach shall be entitled to recover attorneys' fees and costs in an action
relating to such breach, in addition to compensatory damages.

            (d) Anything herein to the contrary notwithstanding, neither party
is released from any of his, her or its obligations under this Release or the
Letter Agreement, and each party confirms that such obligations are the only
obligations of the Company or its affiliates in connection with the cessation of
Employee's service with the Company.

            (e) Employee acknowledges that this Release extends to all causes of
action, suits, debts, claims and demands referred to in (a) above, known or
unknown, suspected or unsuspected. By signing this Release, Employee expressly
waives all rights under Section 1542 of the California Civil Code, which reads
in full as follows:

            "A General Release does not extend to claims which the creditor does
            not know or suspect to exist in his favor at the time of executing
            the release, which if known by her must have materially affected his
            settlement with the debtor."

            (f) By signing this Release and the Letter Agreement and by making
the payments and providing the benefits contemplated by the Letter, the Company
does not admit any liability, wrongdoing or fault and expressly denies any such
liability, wrongdoing or fault.

      4. Confidentiality; Non-Disparagement.

            (a) Except to the extent required by law, including SEC disclosure
requirements, the Employee agrees that the terms of this Release will be kept
confidential by Employee, except that Employee may advise his or her family and
confidential advisors.

            (b) Employee will not at any time knowingly reveal to any person or
entity any of the trade secrets or confidential information of the Company or
the Company Affiliates or of any third party which the Company is under an
obligation to keep confidential (including, but not limited to, trade secrets or
confidential information respecting inventions, products, designs, methods,
know-how, techniques, systems, processes, software programs, works of
authorship, customer lists, projects, plans, and proposals), and Employee shall
keep secret all confidential matters relating to the Company or the Company
Affiliates and shall not use or attempt to use any such confidential information
in any manner which injures or causes loss or may reasonably be calculated to
injure or cause loss whether directly or indirectly to the Company or the
Company Affiliates. These restrictions contained in this sub-paragraph (b) shall
not apply to: (i) information that at the time of disclosure is in the public
domain through no fault of Employee; (ii) information received from a third
party outside of the Company that was disclosed without a breach of any
confidentiality obligation; (iii) information approved for release by written
authorization of the Company or the Company Affiliate; or, (iv) information that
may be required by law or an order of the court, agency or proceeding to be
disclosed; provided, Employee shall provide the Company notice of any such
required disclosure once Employee has knowledge of it and will help the Company
at the Company's expense to the extent reasonable to obtain an appropriate
protective order.

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<PAGE>

            (c) Employee represents that Employee has not taken, used or
knowingly permitted to be used any notes, memorandum, reports, lists, records,
drawings, sketches, specifications, software programs, data, documentation, or
other materials of any nature relating to any matter within the scope of the
business of the Company, the Company Affiliates, or their partner companies or
concerning any of its dealings or affairs otherwise than for the benefit of the
Company or the Company Affiliates. Employee shall not, after his or her
termination of employment, use or knowingly permit to be used any such notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs, data, documentation, or other materials, it being agreed that all of
the foregoing shall be and remain the sole and exclusive property of the
Company, the Company Affiliate or client of the same, as the case may be, and
that immediately upon the effectiveness of Employee's resignation from
employment, Employee shall deliver all of the foregoing, and all copies thereof,
to the Company at its main office.

            (d) In accordance with normal ethical and professional standards,
the Company and Employee agree that they shall not in any way engage in any
conduct or make any statement that would defame or disparage the other, or make
to, or solicit for, the media or others, any comments, statements (whether
written or oral), and the like that may be considered to be derogatory or
detrimental to the good name or business reputation of either party. It is
understood and agreed that the Company's obligation under this paragraph extends
only to the conduct of the Company's senior officers. The only exception to the
foregoing shall be in those circumstances in which Employee or the Company is
obligated to provide information in response to an investigation by a duly
authorized governmental entity or in connection with legal proceedings.

      5. Indemnity.

            (a) This Release shall not release the Company or any of its
insurance carriers from any obligation it or they might otherwise have to defend
and/or indemnify Employee and hold him/her harmless from any claims made against
him/her arising out of his/her activities as director or officer of the Company,
to the same extent as the Company or its insurance carriers are or may be
obligated to defend and/or indemnify and hold harmless any other director or
officer and the Company affirms its obligation to provide indemnification to
Employee as a director, officer, former director, or former officer of the
Company, as set forth in the Company's bylaws and charter documents in effect on
the date of the Letter Agreement.

            (b) Employee agrees that Employee will personally provide reasonable
assistance and cooperation to the Company, at the Company's expense, in
activities related to the prosecution or defense of any pending or future
lawsuits or claims involving the Company.

      6. General.

            (a) Employee understands that this Release is revocable by Employee
for a period of seven (7) days following execution of the Release. This Release
shall not become effective or enforceable until this seven (7) day revocation
period has ended.

            (b) Employee has carefully read and fully understands all the
provisions of the Notice and the Release which sets forth the entire agreement
between Employee and the Company, and Employee acknowledges that Employee has
not relied upon any representation or statement, written or oral, not set forth
in this document.

                                       3

<PAGE>

            (c) Employee agrees that any breach of this Release or corresponding
Letter Agreement by Employee will cause irreparable damage to the Company and
that in the event of such breach the Company shall have, in addition to any and
all remedies of law, the right to an injunction, specific performance or other
equitable relief to prevent the violation of the obligations hereunder.

            (d) No term or condition set forth in this Release may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by Employee and a duly authorized officer of the Company.

            (e) Any waiver by the Company of a breach of any provision of this
Release shall not operate or be construed as a waiver of any subsequent breach
of such provision or any other provision hereof.

         IN WITNESS WHEREOF, the parties have executed this Release as of the
date written above.

Dated:_______________                      ________________________________
                                                          NAME

                                           CHROMAVISION MEDICAL SYSTEMS, INC.

Dated: _______________                     By: _____________________________
                                               Stephen T. D. Dixon, Executive
                                               Vice President and Chief
                                               Financial Officer

</TEXT>
</DOCUMENT>
