INVIVO CORP
EXHIBIT 10.21
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>4
<FILENAME>f84605exv10w21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
<PAGE>

                                 EXHIBIT 10.21

                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is entered into as
of May 29, 2002, by and between INVIVO CORPORATION, a Delaware corporation
("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                                    RECITALS

      WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of October 6, 1998, as amended from time to time ("Credit Agreement").

      WHEREAS, LUMIDOR SAFETY CORPORATION is no longer a wholly-owned subsidiary
of Borrower, and Bank and Borrower have agreed to amend the Credit Agreement to
reflect said change.

      NOW , THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:

      1.    Section 1.2(a) is hereby amended by deleting "LUMIDOR SAFETY
      CORPORATION," from the definition of "subsidiaries" therein. Bank and
      Borrower each acknowledge that LUMIDOR SAFETY CORPORATION no longer has
      any of the rights or obligations of a Subsidiary under the Credit
      Agreement and that the guaranty by LUMIDOR SAFETY CORPORATION of and its
      pledge of collateral as security for, the obligations of Borrower to Bank
      are hereby released.

      2.    Except as specifically provided herein, all terms and conditions of
      the Credit Agreement remain in full force and effect, without waiver or
      modification. All terms defined in the Credit Agreement shall have the
      same meaning when used in this Amendment. This Amendment and the Credit
      Agreement shall be read together, as one document.

      3.    Borrower hereby remakes all representations and warranties contained
      in the Credit Agreement and reaffirms all covenants set forth therein.
      Borrower further certifies that as of the date of this Amendment there
      exists no Event of Default as defined in the Credit Agreement, nor any
      condition, act or event which with the giving of notice or the passage of
      time or both would constitute any such Event of Default.


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      IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed as of the day and year first written above.

                                          WELLS FARGO BANK,
INVIVO CORPORATION                           NATIONAL ASSOCIATION


By: __________________________________    By: __________________________________
        James B. Hawkins                            Russ Rizzardi
        President                                   Vice President


By: __________________________________
       John F. Glenn
       Vice President-Finance



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