LUXTEC CORP /MA/
LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>extenfour.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4




                                 April 23, 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.

     By this letter  agreement,  the Bank, the Company and the  Guarantors  have
agreed as follows:

1.   The Deferral Period (as defined in the Letter  Agreement) is extended until
July 31, 2002.

2.   On or before June 30, 2002, the Company and the Guarantors  will provide to
the Bank a fully executed commitment letter or similar document from a potential


<PAGE>

investor or lender  which  provides for the payment of all of the Term Credit in
full in cash on or before July 31,  2002,  which  commitment  letter shall be in
form and substance satisfactory to the Bank.

3.   The Company  shall pay to the Bank an amendment  fee of $25,000,  which fee
shall be fully  earned as of the date hereof and shall be due and payable on the
earlier  of (a) July 31,  2002,  (b) the  occurrence  of a  default  under  this
Extension Letter, (c) the acceleration of the Obligations by the Bank or (d) the
payment of the Obligations in full in cash by the Company.

4.   The Bank hereby  agrees to defer the  scheduled  payment of the Term Credit
that was due on April 1, 2002 (the  "April  Payment")  until the  earlier of (a)
July 31, 2002, (b) the  occurrence of a default under this  Extension  Letter or
(c) the  acceleration  of the Obligations by the Bank. All other payments of the
Term Credit (other than the April  Payment)  shall be paid by the Company to the
Bank upon such  dates,  terms and  conditions  currently  required by the Credit
Agreement.

     In order to  induce  the Bank to enter  into  this  Extension  Letter,  the
Company  and  the  Guarantors  hereby  represent  and  warrant  that  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 or
the Letter Agreement (other than as expressly provided for herein) or constitute
a course of dealing between the parties.


<PAGE>

     The failure by the  Borrower or any  Guarantor  to comply with any covenant
herein or if any  representation or warranty  hereunder shall prove to have been
false in any material  respect when made, shall be an Event of Default under the
Credit Agreement and the Letter Agreement.

     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:   President

BIMECO, INC.


By: /s/ Bradford C. Walker
   --------------------------------------
   Title:   President

RUBY MERGER SUB, INC.


By: /s/ Bradford C. Walker
   --------------------------------------
   Name: Bradford C. Walker
   Title:   President

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


By:/s/ Bradford C. Walker
   -------------------------------
   Name: Bradford C. Walker
   Title:   President


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