SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

     ------------------------------------------------------------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 4, 2002
                             (December 3, 2002)

                      SYNCOR INTERNATIONAL CORPORATION
      ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


Delaware                            0-8640                        85-0229124
--------------------------------------------------------------------------------
(State or Other             (Commission File Number)            (IRS Employer
Jurisdiction of                                              Identification No.)
Incorporation)

            6464 Canoga Avenue, Woodland Hills, California 91367
--------------------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)

     Registrant's Telephone Number, including area code: (818)737-4000

                                    N/A
 -------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)
<PAGE>


ITEM 5.  OTHER EVENTS

         On December 3, 2002, the registrant entered into Amendment No. 2
to the Agreement and Plan of Merger with Cardinal Health, Inc. and Mudhen
Merger Corp. A copy of such amendment is filed herewith as Exhibit 2.1 and
is incorporated herein by reference.

         On December 3, 2002, the regisrant entered into a letter agreement
with Mr. Monty Fu. A copy of such agreement is filed herewith as Exhibit
10.1 and is incorporated herein by reference.

         The text of a press release issued on December 4, 2002 by Syncor
International Corporation and Cardinal Health, Inc. (collectively, the
"Companies") is attached as Exhibit 99.1 hereto and is incorporated by
reference herein. Syncor obtained the consent of Cardinal Health prior to
entering into separate agreements with the U.S. Department of Justice and
the staff of the U.S. Securities and Exchange Commission related to the
previously disclosed improper payments made by Syncor subsidiaries in
certain foreign countries.

         The text of a press release issued on December 4, 2002 by Syncor
International Corporation ("Syncor") is attached as Exhibit 99.2 hereto and
is incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)   Exhibits.

         2.1      Amendment No.2 to the Agreement and Plan of Merger, dated
                  as of December 3, 2002, by and among Cardinal Health,
                  Inc., Mudhen Merger Corp. and Syncor International
                  Corporation.

         10.1     Letter Agreement, dated as of December 3, 2002, by and
                  among Syncor International Corporation and Mr. Monty Fu.

         99.1     Press Release issued by the Companies, dated December 4,
                  2002.

         99.2     Press Release issued by Syncor, dated December 4, 2002.
<PAGE>

                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                         SYNCOR INTERNATIONAL CORPORATION


                                         By:    /s/ Robert G. Funari
                                               ---------------------------------
                                         Name:   Robert G. Funari
                                         Title:  President and
                                                 Chief Executive Officer

Dated:  December 4, 2002
<PAGE>



                                                                     Exhibit 2.1

                 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER


         AMENDMENT NO. 2, dated as of December 3, 2002 (this "Amendment No.
2"), to the Agreement and Plan of Merger, dated as of June 14, 2002 (as
amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of
November 22, 2002 ("Merger Agreement Amendment No. 1"), the "Merger
Agreement") by and among Cardinal Health, Inc., an Ohio corporation
("Cardinal"), Mudhen Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Cardinal ("Subcorp"), and Syncor International Corporation, a
Delaware corporation ("Syncor," and, together with Cardinal and Subcorp, the
"Parties"). Capitalized terms not otherwise defined herein have the respective
meanings set forth in the Merger Agreement.

                             W I T N E S S E T H :

         WHEREAS, the Parties desire to exercise their right pursuant to
Section 7.3 of the Merger Agreement to amend the Merger Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the Parties hereby agree as follows:


1.       Amendment to Preliminary Statement C. Preliminary Statement C of the
         Merger Agreement is hereby amended to change the reference to
         "Section 368(a)(1)(B)" in such Section to "Section 368(a)".

2.       Amendment to Sections 2.2(a). Section 2.2(a) of the Merger Agreement
         is hereby amended to change the reference to "0.52" in such Section
         to "0.47", it being understood that all references to the term
         "Exchange Ratio" in the Merger Agreement shall refer to "0.47", as
         provided by this Amendment No. 2.

3.       Amendment to Section 4.24. Section 4.24 of the Merger Agreement is
         hereby amended and supplemented to include the following sentence at
         the end:

         As of December 3, 2002, the Board of Directors of Syncor has received
         the oral opinion, to be confirmed in writing, of Salomon Smith
         Barney, Syncor's financial advisor, to the effect that, as of
         December 3, 2002, the Exchange Ratio is fair to the holders of Syncor
         Common Stock from a financial point of view. Syncor will provide a
         written copy of such opinion to Cardinal solely for informational
         purposes promptly after receipt by Syncor of such opinion, and, on
         December 3, 2002, such opinion has not been withdrawn or revoked or
         otherwise modified in any material respect.

4.       Amendment to Section 4.25. (a) Section 4.25 of the Merger Agreement
         is hereby amended by replacing the first sentence of such Section set
         forth in the Merger Agreement with the following:

         The Board of Directors of Syncor, at a meeting duly called and held,
         has, by unanimous vote of those directors present (who constituted
         all of the directors then in office other than Monty Fu), (a)
         determined that this Agreement and the transactions contemplated by
         this Agreement, including the Merger, are advisable and fair to and
         in the best interests of the Syncor Stockholders, and (b) resolved,
         as of December 3, 2002, to recommend that the Syncor Stockholders
         approve this Agreement (the "Syncor Board Recommendation").

         (b) It is expressly agreed that the actions of the Board of Directors
         of Syncor described in Section 4(a) of this Amendment No. 2 shall not
         constitute a "Change in Recommendation" for purposes of the Merger
         Agreement.

5.       Amendment to Section 5.3(f). Section 5.3(f) of the Merger Agreement
         is hereby amended and supplemented to include the following sentence
         at the end:

         Syncor acknowledges that Cardinal intends to continue its due
         diligence efforts until the Closing Date and Syncor agrees that it
         will provide its full cooperation in order to give Cardinal a level
         of access consistent with that provided during the investigation
         related to the Syncor Disclosure Matter (defined below) and with the
         preceding four sentences of Section 5.3(f) so that Cardinal may
         complete as much of its due diligence as reasonably possible prior to
         the Syncor Stockholder Meeting, it being agreed that the level of
         access provided prior to December 3, 2002 during the investigation
         related to the Syncor Disclosure Matter has been consistent with the
         preceding four sentences of Section 5.3(f) and that level of access
         accorded by Syncor during the investigation related to the Syncor
         Disclosure Matter shall be the level of access to be provided in
         connection with Cardinal's continued due diligence efforts.

6.       Amendment to Section 6.3. Section 6.3 of the Merger Agreement is
         hereby amended by adding a new subsection (e) to read as follows:

         (e) a guilty plea (the "Plea") shall have been entered into by Syncor
         Taiwan, Inc. pursuant to the agreement (the "Agreement"), dated
         December 3, 2002, between counsel for Syncor and the United States
         Department of Justice (the "DOJ") and the plea agreement, dated
         December 3, 2002 (together with the Agreement, the "DOJ Agreement"),
         between Syncor Taiwan, Inc. and the DOJ, and the DOJ Agreement shall
         have remained in effect without modification to the terms thereof;
         except any such modification that would not (i) be materially adverse
         to Cardinal or (ii) have a Material Adverse Effect on Syncor;

7.       Amendment to Section 6.3(b). Section 6.3(b) is hereby amended and
         supplemented to include the following clause at the end:

         ; it being agreed that any failure to so perform or comply with (x)
         Section 5.3(c) of the Merger Agreement prior to December 3, 2002 or
         (y) after December 3, 2002, to the extent permitted pursuant to Annex
         I to Amendment No. 2, in each case, as a result of the Syncor
         Disclosure Matter, shall not be included in determining whether the
         condition set forth in this Section 6.3(b) has been satisfied.

8.       Amendment to Section 7.1(c). Section 7.1(c) of the Merger Agreement
         is hereby amended and restated in its entirety to read as follows:

         by either Cardinal or Syncor if the Merger shall not have been
         consummated before the date that is the earlier of (x) the date that
         is 23 business days (within the meaning of Rule 14d-1(g)(3) of the
         Securities Exchange Act of 1934) following the date that the
         Commission declares the final post-effective amendment to the
         Registration Statement effective and (y) March 21, 2003; provided,
         further, that the right to terminate this Agreement under this
         Section 7.1(c) shall not be available to any party to this Agreement
         whose failure or whose affiliate's failure to perform any material
         covenant or obligation under this Agreement (a "Material Failure")
         has been the primary cause of or resulted in the failure of the
         Merger to occur on or before such date, it being agreed that any
         failure to perform or comply with (i) Section 5.3(c) of the Merger
         Agreement prior to December 3, 2002, or (ii) after December 3, 2002,
         to the extent permitted by Annex I to Amendment No. 2, in each case,
         as a result of the Syncor Disclosure Matter, shall not be deemed a
         Material Failure;

9.       Amendment to Sections 7.1(f) and 7.1(g). Sections 7.1(f) and 7.1(g)
         of the Merger Agreement are hereby amended to change the references
         to "January 15, 2003" in such Sections to "March 21, 2003".

10.      Amendment to Section 8.2(b). Section 8.2(b) of the Merger Agreement
         is hereby amended to change the reference in such Section to "Monty
         Fu Chairman" to "Robert G. Funari President and Chief Executive
         Officer".

11.      Amendment to Sections 8.3.

    (a)  The fourth sentence of Section 8.3 of the Merger Agreement is hereby
         amended and restated in its entirety to read as follows:

         A "Material Adverse Effect" with respect to any party to this
         Agreement shall be deemed to occur if there shall have been a
         material adverse effect on the business, financial condition or
         results of operations of such party to this Agreement and its
         subsidiaries, taken as a whole, except to the extent that such
         adverse effect results from (a) changes (i) in prevailing interest
         rates in the United States or financial market conditions in the
         United States, (ii) in general economic conditions in the United
         States or (iii) in GAAP; (b) any developments, changes or
         consequences relating to or that could arise from the actual or
         prospective renewal of (or failure to renew) the BMS Contract, any
         new terms that may be negotiated in any proposed or actual amended or
         new BMS Contract, any negotiations with BMS (or the substitute
         counterparty) directly relating to the BMS Contract or any amendment
         to the BMS Contract or a new BMS Contract, in each case, regardless
         of whether or not BMS owns the product covered by the BMS Contract;
         (c) any developments, changes or consequences relating to the process
         for the possible sale of all or a portion of the business of CMI (the
         "CMI Business"), including the failure to sell all or any portion of
         the CMI Business, the level of interest of any parties in pursuing a
         sale or the value or other terms for a sale indicated by such
         parties, and the pricing or other terms of any such sale, or the
         effect of any accounting charges, adjustments and changes ("CMI
         Changes") set forth in Section 5.3(c) to the Syncor Disclosure
         Schedule; or (d) the Syncor Disclosure Matter.

    (b)  Section 8.3 of the Merger Agreement is hereby amended and
         supplemented to include the following sentence at the end:

         The "Syncor Disclosure Matter" shall mean (x) the information set
         forth in the written reports prepared by Ernst & Young LLP; Skadden,
         Arps, Slate, Meagher & Flom LLP; and PricewaterhouseCoopers LLP
         relating to Syncor's and its subsidiaries' operations outside of the
         continental United States, Alaska and Hawaii as disclosed to each of
         the DOJ, the Commission and Cardinal (or its outside legal counsel),
         (y) any Actions, judgments, settlements, fines, penalties or orders
         by or before any Governmental Authority, whether existing, pending,
         threatened or hereafter arising (and including the terms and status
         thereof), arising from the matters identified in clause (x) above or
         the disclosure, fiduciary, contractual or other obligations of the
         Parties and their subsidiaries and their respective directors,
         officers, employees and representatives relating to the matters
         identified in clause (x) above, including the Actions listed on Annex
         II to Amendment No. 2, and (z) any costs, fees and expenses of Syncor
         or its subsidiaries relating to the investigation of the matters
         identified in clauses (x) and (y) above; the renegotiation of the
         Merger Agreement; the solicitation of proxies after December 3, 2002;
         and any pre-existing indemnity rights of any directors, officers,
         employees and representatives of Syncor or of any of its subsidiaries
         in connection with any of the matters identified in clauses (x) and
         (y).

12.      Miscellaneous.

    (a)  From and after the date hereof, all references in the Merger
         Agreement to "this Agreement" shall be deemed to mean the Merger
         Agreement as amended by Merger Agreement Amendment No. 1 and this
         Amendment No. 2.

    (b)  The section headings in this Amendment No. 2 are intended solely for
         convenience and shall be given no effect in the construction and
         interpretation hereof.

    (c)  This Amendment No. 2 shall be governed by and construed in accordance
         with the laws of the State of Delaware without regard to the
         principles of conflicts of laws thereof. All actions and proceedings
         arising out of or relating to this Amendment No. 2 shall be heard and
         determined in any state or federal court sitting in the State of
         Delaware.

    (d)  This Amendment No. 2 may be executed in counterparts, which together
         shall constitute one and the same Amendment No. 2. The Parties to
         this Amendment No. 2 may execute more than one copy of this Amendment
         No. 2, each of which shall constitute an original.


         IN WITNESS WHEREOF, Cardinal, Subcorp and Syncor have executed this
Amendment No. 2 to the Merger Agreement or caused this Amendment No. 2 to the
Merger Agreement to be executed by their respective officers thereunto duly
authorized as of the date first written above.


                            CARDINAL HEALTH, INC.


                            By  /s/ Brendan A. Ford
                               -------------------------------------------------
                                  Name:  Brendan A. Ford
                                  Title: Executive Vice-President - Corporate
                                          Development


                            Mudhen Merger Corp.


                            By   /s/ Brendan A. Ford
                                 -----------------------------------------------
                                  Name:  Brendan A. Ford
                                  Title: Executive Vice-President - Corporate
                                          Development


                            Syncor International Corporation


                            By  /s/ Robert G. Funari
                                ------------------------------------------------
                                  Name:  Robert G. Funari
                                  Title:   President and Chief Executive Officer
<PAGE>

                                                                    Exhibit 10.1

                     [LETTERHEAD OF SYNCOR INTERNATIONAL]

CONFIDENTIAL
                                                          December 3, 2002


Mr. Monty Fu
c/o Gordon Greenberg, Esq.
2049 Century Park East
34th Floor
Los Angeles, CA
90067-3208


Dear Monty:

Set forth below are the terms of certain agreements between you and Syncor
International Corporation ("Syncor"). For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, you hereby agree with
Syncor as follows:

     1.   In order to help facilitate the orderly and timely consummation of
          the merger contemplated by that certain Agreement and Plan of
          Merger, dated as of June 14, 2002, among Syncor, Cardinal Health,
          Inc. ("Cardinal") and a wholly owned subsidiary of Cardinal (as
          amended from time to time, the "Merger Agreement"), if and to the
          extent Syncor or any of its subsidiaries pays any penalties in
          connection with any action brought by the Securities and Exchange
          Commission (the "SEC") in connection with those matters that are the
          subject of a continuing investigation (the "Investigation Matters")
          by the special committee of the board of directors of Syncor, then
          immediately prior to the consummation of the merger contemplated by
          the Merger Agreement or at such earlier time as determined by Syncor
          on at least three days' prior notice to you from Syncor, subject to
          your obligations under the Voting Agreement (as defined below), you
          will surrender to Syncor for cancellation shares of common stock of
          Syncor ("Syncor Shares") having a value (as determined in accordance
          with paragraph 3 below) equal to the amount of such civil penalties,
          up to a maximum of $500,000.

     2.   In order to help facilitate the orderly and timely consummation of
          the merger contemplated by the Merger Agreement, if and to the
          extent Syncor or any of its subsidiaries pays any fines or similar
          penalties in connection with any action brought by the United States
          Department of Justice (the "DOJ") in connection with the
          Investigation Matters, then immediately prior to the consummation of
          the merger contemplated by the Merger Agreement or at such earlier
          time as determined by Syncor on at least three days' prior notice to
          you from Syncor, subject to your obligations under the Voting
          Agreement, you will surrender to Syncor for cancellation Syncor
          Shares having a value (as determined in accordance with paragraph 3
          below) equal to the amount of such fines or similar penalties, up to
          a maximum of $2,000,000.

     3.   For purposes of paragraphs 1 and 2 above, the Syncor Shares so
          surrendered shall be valued based on the average closing per share
          sale price of Syncor Shares on The Nasdaq National Market for the
          five full trading days ending on the third trading day prior to the
          payment date of the relevant fine or penalties. If and to the extent
          all or any portion of the relevant fines or penalties are paid after
          the effective time of the merger contemplated by the Merger
          Agreement, you will surrender to Syncor no later than the fifth day
          following the date of such payment Cardinal common shares into which
          the Syncor Shares have been converted (in lieu of the surrender of
          Syncor Shares) having a value equal to the amount of such fines or
          penalties so paid. Such Cardinal common shares will be valued based
          on the average closing per share sale price for Cardinal common
          shares as shown on the New York Stock Exchange Composite Tape for
          the five full trading days ending on the third trading day prior to
          the payment date of the relevant fines or penalties.

     4.   Upon any surrender of Syncor Shares pursuant to paragraphs 1 and 2
          above or Cardinal common shares pursuant to paragraph 3, you will
          represent to Syncor that you are the sole record and beneficial
          owner of such Syncor Shares or Cardinal common shares, as the case
          may be, free and clear of all liens, charges, encumbrances, and
          voting agreements (other than that certain voting agreement, dated
          June 14, 2002, between you and Cardinal (the "Voting Agreement")).
          You hereby represent that you have received a consent letter from
          Cardinal in the form attached as Exhibit A hereto.

     5.   Syncor hereby acknowledges that you may be requested by the DOJ to
          place approximately $5 million of Syncor Shares (or common shares of
          Cardinal into which Syncor Shares are converted) in escrow (the "DOJ
          Escrow") in connection with your discussions with the DOJ. Subject
          to your obtaining any consent that may be required from Cardinal
          pursuant to the terms of any agreement between you and Cardinal,
          including the Voting Agreement, Syncor will not object to the DOJ
          Escrow.

     6.   You hereby agree that, immediately prior to, and subject to, the
          consummation of the merger contemplated by the Merger Agreement, you
          will irrevocably waive and forego any and all rights and claims you
          may have to any payments or benefits of any kind pursuant to (x)
          Sections 6.1(A), (C) and (D) of that certain Severance Agreement,
          dated as of August 24, 2001, between you and Syncor (the "Severance
          Agreement"), and (y) Sections 7.2(a) and 7.3.1 of that certain
          Employment Agreement, dated as of January 1, 2000, between you and
          Syncor (the "Employment Agreement"). You hereby agree that, subject
          to the consummation of the merger contemplated by the Merger
          Agreement, such waiver will have effect from and after the date of
          this letter agreement and that you will execute any such further
          agreement or other instrument as may be reasonably requested by
          Syncor in connection with such waiver. Syncor hereby acknowledges
          that nothing in this paragraph 6 or this letter agreement shall be
          construed as a waiver of any other section of any other agreement
          except as expressly set forth in this letter agreement. You and
          Syncor each hereby agree to treat the foregoing waiver of payments
          and benefits in this paragraph 6 as "payments and benefits that you
          never received" for tax purposes and that neither you nor Syncor
          shall take any position on any initial tax return that is
          inconsistent with such treatment.

     7.   Syncor agrees, based on the facts known to it on the date of this
          letter agreement, that it will not challenge or contest your right
          to advancement of reasonable expenses incurred by you in connection
          with the Investigation Matters (or governmental actions or other
          litigation proceedings relating thereto) pursuant to Article VI,
          Section 4 of Syncor's By-laws and Section 7 of that certain
          Indemnitee Agreement, dated as of June 20, 1996, between you and
          Syncor (the "Indemnitee Agreement"). You hereby acknowledge that any
          such advances by Syncor would be made in advance of the final
          disposition of such matters. In consideration for any such advances,
          you will undertake in writing to promptly repay to Syncor the full
          amount of expenses so advanced if it shall ultimately be determined
          that you are not entitled to be indemnified by Syncor as authorized
          in each of Section 145 of the Delaware General Corporation Law,
          Article VI of Syncor's By-laws and the Indemnitee Agreement. Nothing
          herein shall prejudice, or be considered a waiver of, the rights of
          Syncor or any of its subsidiaries to contest your entitlement to (x)
          indemnification under Syncor's By-laws, the Indemnitee Agreement,
          the governing documents of any subsidiary of Syncor, or otherwise,
          or (y) further advancement of expenses under Syncor's By-laws, the
          Indemnitee Agreement and the governing documents of any subsidiary
          of Syncor (in the case of (y), based on information learned by
          Syncor following the date of this letter agreement).

     8.   You and Syncor agree that immediately prior to the effective time of
          the merger contemplated by the Merger Agreement, you will cease to
          be an officer and/or employee of Syncor and any of its subsidiaries
          and you will resign as a director of Syncor and any of its
          subsidiaries. Notwithstanding the previous sentence, each of you and
          Syncor (and its subsidiaries) reserve any and all rights in respect
          of, and nothing shall prejudice the rights of you and Syncor in
          respect of, (x) such ceasing and resignation, including, without
          limitation, the reasons therefor and characterizations thereof, and
          (y) taking any further action in respect of your status as an
          officer, director and/or employee of Syncor and any of its
          subsidiaries.

     9.   By entering into this letter agreement, Syncor hereby acknowledges
          that you are not hereby admitting liability for any matters,
          including (1) the Investigation Matters, (2) a Criminal Information
          to be filed against Syncor Taiwan, Inc. in the United States
          District Court for the Central District of California, (3) any
          action commenced by the SEC, or (4) any of the class action or
          stockholder derivative lawsuits that have been or may be filed
          against Syncor, its subsidiaries or any of its officers, directors,
          employees or agents, including yourself. You acknowledge that Syncor
          (and its subsidiaries) reserve any and all rights in respect of, and
          nothing shall prejudice or be deemed a waiver of any rights of
          Syncor (and its subsidiaries) in respect of, any of the matters set
          forth in the preceding sentence. You and Syncor hereby agree that
          neither this letter agreement nor any of the terms herein shall be
          used against either you or Syncor in a proceeding of any kind,
          except one in which the terms of this letter agreement are the
          subject of such proceeding. Without limiting the foregoing, you
          hereby agree that you will not assert, in any proceeding or
          otherwise, that this letter agreement or any of the terms hereof
          were entered into in connection with or in anticipation of a "Change
          in Control" for purposes of the Severance Agreement, nor will you
          assert that the provisions set forth in paragraph 8 of this letter
          agreement were at the request or direction of any party other than
          Syncor. You and Syncor agree that the inclusion in this letter
          agreement of the provisions of paragraph 8 shall not constitute a
          resignation or termination of your employment for purposes of the
          Severance Agreement or the Employment Agreement.

     10.  You and Syncor each hereby represent that you or it have the
          necessary power and authority to enter into this letter agreement.
          Assuming the due authorization, execution and delivery by other
          party, this letter agreement is the legal, valid and binding
          agreement of you or Syncor, as applicable, and is enforceable
          against you or Syncor, as applicable, in accordance with its terms.

     11.  You and Syncor each hereby agree that Sections 6 and 8 of this
          letter agreement shall automatically terminate in the event that the
          merger contemplated by the Merger Agreement is not consummated on or
          prior to March 21, 2003 (or such later date as may be agreed by
          Syncor and Cardinal to replace March 21, 2003 in Section 7.1(c) of
          the Merger Agreement in any amendment from time to time to the
          Merger Agreement).

     12.  You and Syncor each hereby agree that damages are an inadequate
          remedy for the breach by you or Syncor of any term or condition of
          this letter agreement, and that you and Syncor shall be entitled to
          a temporary restraining order and preliminary and permanent
          injunctive relief in order to enforce the agreements in this letter
          agreement against the breaching party.

     13.  This letter agreement shall be governed by the laws of the State of
          Delaware.

     14.  The rights and liabilities of the parties hereto shall bind and
          inure to the benefit of their respective successors, heirs,
          executors, administrators, transferees and assigns, as the case may
          be, and each of the parties hereto and their respective legal
          representative shall take any and all reasonable actions necessary
          to obtain and deliver to the other party the written confirmation
          from such successor, assignee or transferee that he is bound by the
          terms of this letter agreement.

     15.  You and Syncor hereby acknowledge that they have consulted with
          their respective counsel with respect to the terms of this letter
          agreement.

Please indicate your agreement with the terms of this letter agreement by
executing this letter agreement where indicated below and by returning one
original executed copy of this letter to the attention of our counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY
10036, Attention: Paul T. Schnell, Esq.

                           Very truly yours,
                           SYNCOR INTERNATIONAL CORPORATION


                           By: /s/ Robert G. Funari
                               -------------------------------------------------
                               Name:  Robert G. Funari
                               Title:  President and Chief Executive Officer

Agreed to as of the date set forth above:
MONTY FU
/s/ Monty Fu
-----------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

     ------------------------------------------------------------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 4, 2002
                             (December 3, 2002)

                      SYNCOR INTERNATIONAL CORPORATION
      ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

Delaware                            0-8640                        85-0229124
--------------------------------------------------------------------------------
(State or Other             (Commission File Number)            (IRS Employer
Jurisdiction of                                              Identification No.)
Incorporation)

            6464 Canoga Avenue, Woodland Hills, California 91367
--------------------------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)

     Registrant's Telephone Number, including area code: (818)737-4000

                                    N/A
 -------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.  OTHER EVENTS

         On December 3, 2002, the registrant entered into Amendment No. 2
to the Agreement and Plan of Merger with Cardinal Health, Inc. and Mudhen
Merger Corp. A copy of such amendment is filed herewith as Exhibit 2.1 and
is incorporated herein by reference.

         On December 3, 2002, the regisrant entered into a letter agreement
with Mr. Monty Fu. A copy of such agreement is filed herewith as Exhibit
10.1 and is incorporated herein by reference.

         The text of a press release issued on December 4, 2002 by Syncor
International Corporation and Cardinal Health, Inc. (collectively, the
"Companies") is attached as Exhibit 99.1 hereto and is incorporated by
reference herein. Syncor obtained the consent of Cardinal Health prior to
entering into separate agreements with the U.S. Department of Justice and
the staff of the U.S. Securities and Exchange Commission related to the
previously disclosed improper payments made by Syncor subsidiaries in
certain foreign countries.

         The text of a press release issued on December 4, 2002 by Syncor
International Corporation ("Syncor") is attached as Exhibit 99.2 hereto and
is incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)   Exhibits.

         2.1      Amendment No.2 to the Agreement and Plan of Merger, dated
                  as of December 3, 2002, by and among Cardinal Health,
                  Inc., Mudhen Merger Corp. and Syncor International
                  Corporation.

         10.1     Letter Agreement, dated as of December 3, 2002, by and
                  among Syncor International Corporation and Mr. Monty Fu.

         99.1     Press Release issued by the Companies, dated December 4,
                  2002.

         99.2     Press Release issued by Syncor, dated December 4, 2002.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                         SYNCOR INTERNATIONAL CORPORATION

                                         By:    /s/ Robert G. Funari
                                               ---------------------------------
                                         Name:   Robert G. Funari
                                         Title:  President and
                                                 Chief Executive Officer

Dated:  December 4, 2002
Exhibit 2.1

                 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

         AMENDMENT NO. 2, dated as of December 3, 2002 (this "Amendment No.
2"), to the Agreement and Plan of Merger, dated as of June 14, 2002 (as
amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of
November 22, 2002 ("Merger Agreement Amendment No. 1"), the "Merger
Agreement") by and among Cardinal Health, Inc., an Ohio corporation
("Cardinal"), Mudhen Merger Corp., a Delaware corporation and a wholly owned
subsidiary of Cardinal ("Subcorp"), and Syncor International Corporation, a
Delaware corporation ("Syncor," and, together with Cardinal and Subcorp, the
"Parties"). Capitalized terms not otherwise defined herein have the respective
meanings set forth in the Merger Agreement.

                             W I T N E S S E T H :

         WHEREAS, the Parties desire to exercise their right pursuant to
Section 7.3 of the Merger Agreement to amend the Merger Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the Parties hereby agree as follows:

1.       Amendment to Preliminary Statement C. Preliminary Statement C of the
         Merger Agreement is hereby amended to change the reference to
         "Section 368(a)(1)(B)" in such Section to "Section 368(a)".

2.       Amendment to Sections 2.2(a). Section 2.2(a) of the Merger Agreement
         is hereby amended to change the reference to "0.52" in such Section
         to "0.47", it being understood that all references to the term
         "Exchange Ratio" in the Merger Agreement shall refer to "0.47", as
         provided by this Amendment No. 2.

3.       Amendment to Section 4.24. Section 4.24 of the Merger Agreement is
         hereby amended and supplemented to include the following sentence at
         the end:

         As of December 3, 2002, the Board of Directors of Syncor has received
         the oral opinion, to be confirmed in writing, of Salomon Smith
         Barney, Syncor's financial advisor, to the effect that, as of
         December 3, 2002, the Exchange Ratio is fair to the holders of Syncor
         Common Stock from a financial point of view. Syncor will provide a
         written copy of such opinion to Cardinal solely for informational
         purposes promptly after receipt by Syncor of such opinion, and, on
         December 3, 2002, such opinion has not been withdrawn or revoked or
         otherwise modified in any material respect.

4.       Amendment to Section 4.25. (a) Section 4.25 of the Merger Agreement
         is hereby amended by replacing the first sentence of such Section set
         forth in the Merger Agreement with the following:

         The Board of Directors of Syncor, at a meeting duly called and held,
         has, by unanimous vote of those directors present (who constituted
         all of the directors then in office other than Monty Fu), (a)
         determined that this Agreement and the transactions contemplated by
         this Agreement, including the Merger, are advisable and fair to and
         in the best interests of the Syncor Stockholders, and (b) resolved,
         as of December 3, 2002, to recommend that the Syncor Stockholders
         approve this Agreement (the "Syncor Board Recommendation").

         (b) It is expressly agreed that the actions of the Board of Directors
         of Syncor described in Section 4(a) of this Amendment No. 2 shall not
         constitute a "Change in Recommendation" for purposes of the Merger
         Agreement.

5.       Amendment to Section 5.3(f). Section 5.3(f) of the Merger Agreement
         is hereby amended and supplemented to include the following sentence
         at the end:

         Syncor acknowledges that Cardinal intends to continue its due
         diligence efforts until the Closing Date and Syncor agrees that it
         will provide its full cooperation in order to give Cardinal a level
         of access consistent with that provided during the investigation
         related to the Syncor Disclosure Matter (defined below) and with the
         preceding four sentences of Section 5.3(f) so that Cardinal may
         complete as much of its due diligence as reasonably possible prior to
         the Syncor Stockholder Meeting, it being agreed that the level of
         access provided prior to December 3, 2002 during the investigation
         related to the Syncor Disclosure Matter has been consistent with the
         preceding four sentences of Section 5.3(f) and that level of access
         accorded by Syncor during the investigation related to the Syncor
         Disclosure Matter shall be the level of access to be provided in
         connection with Cardinal's continued due diligence efforts.

6.       Amendment to Section 6.3. Section 6.3 of the Merger Agreement is
         hereby amended by adding a new subsection (e) to read as follows:

         (e) a guilty plea (the "Plea") shall have been entered into by Syncor
         Taiwan, Inc. pursuant to the agreement (the "Agreement"), dated
         December 3, 2002, between counsel for Syncor and the United States
         Department of Justice (the "DOJ") and the plea agreement, dated
         December 3, 2002 (together with the Agreement, the "DOJ Agreement"),
         between Syncor Taiwan, Inc. and the DOJ, and the DOJ Agreement shall
         have remained in effect without modification to the terms thereof;
         except any such modification that would not (i) be materially adverse
         to Cardinal or (ii) have a Material Adverse Effect on Syncor;

7.       Amendment to Section 6.3(b). Section 6.3(b) is hereby amended and
         supplemented to include the following clause at the end:

         ; it being agreed that any failure to so perform or comply with (x)
         Section 5.3(c) of the Merger Agreement prior to December 3, 2002 or
         (y) after December 3, 2002, to the extent permitted pursuant to Annex
         I to Amendment No. 2, in each case, as a result of the Syncor
         Disclosure Matter, shall not be included in determining whether the
         condition set forth in this Section 6.3(b) has been satisfied.

8.       Amendment to Section 7.1(c). Section 7.1(c) of the Merger Agreement
         is hereby amended and restated in its entirety to read as follows:

         by either Cardinal or Syncor if the Merger shall not have been
         consummated before the date that is the earlier of (x) the date that
         is 23 business days (within the meaning of Rule 14d-1(g)(3) of the
         Securities Exchange Act of 1934) following the date that the
         Commission declares the final post-effective amendment to the
         Registration Statement effective and (y) March 21, 2003; provided,
         further, that the right to terminate this Agreement under this
         Section 7.1(c) shall not be available to any party to this Agreement
         whose failure or whose affiliate's failure to perform any material
         covenant or obligation under this Agreement (a "Material Failure")
         has been the primary cause of or resulted in the failure of the
         Merger to occur on or before such date, it being agreed that any
         failure to perform or comply with (i) Section 5.3(c) of the Merger
         Agreement prior to December 3, 2002, or (ii) after December 3, 2002,
         to the extent permitted by Annex I to Amendment No. 2, in each case,
         as a result of the Syncor Disclosure Matter, shall not be deemed a
         Material Failure;

9.       Amendment to Sections 7.1(f) and 7.1(g). Sections 7.1(f) and 7.1(g)
         of the Merger Agreement are hereby amended to change the references
         to "January 15, 2003" in such Sections to "March 21, 2003".

10.      Amendment to Section 8.2(b). Section 8.2(b) of the Merger Agreement
         is hereby amended to change the reference in such Section to "Monty
         Fu Chairman" to "Robert G. Funari President and Chief Executive
         Officer".

11.      Amendment to Sections 8.3.

    (a)  The fourth sentence of Section 8.3 of the Merger Agreement is hereby
         amended and restated in its entirety to read as follows:

         A "Material Adverse Effect" with respect to any party to this
         Agreement shall be deemed to occur if there shall have been a
         material adverse effect on the business, financial condition or
         results of operations of such party to this Agreement and its
         subsidiaries, taken as a whole, except to the extent that such
         adverse effect results from (a) changes (i) in prevailing interest
         rates in the United States or financial market conditions in the
         United States, (ii) in general economic conditions in the United
         States or (iii) in GAAP; (b) any developments, changes or
         consequences relating to or that could arise from the actual or
         prospective renewal of (or failure to renew) the BMS Contract, any
         new terms that may be negotiated in any proposed or actual amended or
         new BMS Contract, any negotiations with BMS (or the substitute
         counterparty) directly relating to the BMS Contract or any amendment
         to the BMS Contract or a new BMS Contract, in each case, regardless
         of whether or not BMS owns the product covered by the BMS Contract;
         (c) any developments, changes or consequences relating to the process
         for the possible sale of all or a portion of the business of CMI (the
         "CMI Business"), including the failure to sell all or any portion of
         the CMI Business, the level of interest of any parties in pursuing a
         sale or the value or other terms for a sale indicated by such
         parties, and the pricing or other terms of any such sale, or the
         effect of any accounting charges, adjustments and changes ("CMI
         Changes") set forth in Section 5.3(c) to the Syncor Disclosure
         Schedule; or (d) the Syncor Disclosure Matter.

    (b)  Section 8.3 of the Merger Agreement is hereby amended and
         supplemented to include the following sentence at the end:

         The "Syncor Disclosure Matter" shall mean (x) the information set
         forth in the written reports prepared by Ernst & Young LLP; Skadden,
         Arps, Slate, Meagher & Flom LLP; and PricewaterhouseCoopers LLP
         relating to Syncor's and its subsidiaries' operations outside of the
         continental United States, Alaska and Hawaii as disclosed to each of
         the DOJ, the Commission and Cardinal (or its outside legal counsel),
         (y) any Actions, judgments, settlements, fines, penalties or orders
         by or before any Governmental Authority, whether existing, pending,
         threatened or hereafter arising (and including the terms and status
         thereof), arising from the matters identified in clause (x) above or
         the disclosure, fiduciary, contractual or other obligations of the
         Parties and their subsidiaries and their respective directors,
         officers, employees and representatives relating to the matters
         identified in clause (x) above, including the Actions listed on Annex
         II to Amendment No. 2, and (z) any costs, fees and expenses of Syncor
         or its subsidiaries relating to the investigation of the matters
         identified in clauses (x) and (y) above; the renegotiation of the
         Merger Agreement; the solicitation of proxies after December 3, 2002;
         and any pre-existing indemnity rights of any directors, officers,
         employees and representatives of Syncor or of any of its subsidiaries
         in connection with any of the matters identified in clauses (x) and
         (y).

12.      Miscellaneous.

    (a)  From and after the date hereof, all references in the Merger
         Agreement to "this Agreement" shall be deemed to mean the Merger
         Agreement as amended by Merger Agreement Amendment No. 1 and this
         Amendment No. 2.

    (b)  The section headings in this Amendment No. 2 are intended solely for
         convenience and shall be given no effect in the construction and
         interpretation hereof.

    (c)  This Amendment No. 2 shall be governed by and construed in accordance
         with the laws of the State of Delaware without regard to the
         principles of conflicts of laws thereof. All actions and proceedings
         arising out of or relating to this Amendment No. 2 shall be heard and
         determined in any state or federal court sitting in the State of
         Delaware.

    (d)  This Amendment No. 2 may be executed in counterparts, which together
         shall constitute one and the same Amendment No. 2. The Parties to
         this Amendment No. 2 may execute more than one copy of this Amendment
         No. 2, each of which shall constitute an original.

         IN WITNESS WHEREOF, Cardinal, Subcorp and Syncor have executed this
Amendment No. 2 to the Merger Agreement or caused this Amendment No. 2 to the
Merger Agreement to be executed by their respective officers thereunto duly
authorized as of the date first written above.

                            CARDINAL HEALTH, INC.

                            By  /s/ Brendan A. Ford
                               -------------------------------------------------
                                  Name:  Brendan A. Ford
                                  Title: Executive Vice-President - Corporate
                                          Development

                            Mudhen Merger Corp.

                            By   /s/ Brendan A. Ford
                                 -----------------------------------------------
                                  Name:  Brendan A. Ford
                                  Title: Executive Vice-President - Corporate
                                          Development

                            Syncor International Corporation

                            By  /s/ Robert G. Funari
                                ------------------------------------------------
                                  Name:  Robert G. Funari
                                  Title:   President and Chief Executive Officer
Exhibit 10.1

                     [LETTERHEAD OF SYNCOR INTERNATIONAL]

CONFIDENTIAL
                                                          December 3, 2002

Mr. Monty Fu
c/o Gordon Greenberg, Esq.
2049 Century Park East
34th Floor
Los Angeles, CA
90067-3208

Dear Monty:

Set forth below are the terms of certain agreements between you and Syncor
International Corporation ("Syncor"). For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, you hereby agree with
Syncor as follows:

     1.   In order to help facilitate the orderly and timely consummation of
          the merger contemplated by that certain Agreement and Plan of
          Merger, dated as of June 14, 2002, among Syncor, Cardinal Health,
          Inc. ("Cardinal") and a wholly owned subsidiary of Cardinal (as
          amended from time to time, the "Merger Agreement"), if and to the
          extent Syncor or any of its subsidiaries pays any penalties in
          connection with any action brought by the Securities and Exchange
          Commission (the "SEC") in connection with those matters that are the
          subject of a continuing investigation (the "Investigation Matters")
          by the special committee of the board of directors of Syncor, then
          immediately prior to the consummation of the merger contemplated by
          the Merger Agreement or at such earlier time as determined by Syncor
          on at least three days' prior notice to you from Syncor, subject to
          your obligations under the Voting Agreement (as defined below), you
          will surrender to Syncor for cancellation shares of common stock of
          Syncor ("Syncor Shares") having a value (as determined in accordance
          with paragraph 3 below) equal to the amount of such civil penalties,
          up to a maximum of $500,000.

     2.   In order to help facilitate the orderly and timely consummation of
          the merger contemplated by the Merger Agreement, if and to the
          extent Syncor or any of its subsidiaries pays any fines or similar
          penalties in connection with any action brought by the United States
          Department of Justice (the "DOJ") in connection with the
          Investigation Matters, then immediately prior to the consummation of
          the merger contemplated by the Merger Agreement or at such earlier
          time as determined by Syncor on at least three days' prior notice to
          you from Syncor, subject to your obligations under the Voting
          Agreement, you will surrender to Syncor for cancellation Syncor
          Shares having a value (as determined in accordance with paragraph 3
          below) equal to the amount of such fines or similar penalties, up to
          a maximum of $2,000,000.

     3.   For purposes of paragraphs 1 and 2 above, the Syncor Shares so
          surrendered shall be valued based on the average closing per share
          sale price of Syncor Shares on The Nasdaq National Market for the
          five full trading days ending on the third trading day prior to the
          payment date of the relevant fine or penalties. If and to the extent
          all or any portion of the relevant fines or penalties are paid after
          the effective time of the merger contemplated by the Merger
          Agreement, you will surrender to Syncor no later than the fifth day
          following the date of such payment Cardinal common shares into which
          the Syncor Shares have been converted (in lieu of the surrender of
          Syncor Shares) having a value equal to the amount of such fines or
          penalties so paid. Such Cardinal common shares will be valued based
          on the average closing per share sale price for Cardinal common
          shares as shown on the New York Stock Exchange Composite Tape for
          the five full trading days ending on the third trading day prior to
          the payment date of the relevant fines or penalties.

     4.   Upon any surrender of Syncor Shares pursuant to paragraphs 1 and 2
          above or Cardinal common shares pursuant to paragraph 3, you will
          represent to Syncor that you are the sole record and beneficial
          owner of such Syncor Shares or Cardinal common shares, as the case
          may be, free and clear of all liens, charges, encumbrances, and
          voting agreements (other than that certain voting agreement, dated
          June 14, 2002, between you and Cardinal (the "Voting Agreement")).
          You hereby represent that you have received a consent letter from
          Cardinal in the form attached as Exhibit A hereto.

     5.   Syncor hereby acknowledges that you may be requested by the DOJ to
          place approximately $5 million of Syncor Shares (or common shares of
          Cardinal into which Syncor Shares are converted) in escrow (the "DOJ
          Escrow") in connection with your discussions with the DOJ. Subject
          to your obtaining any consent that may be required from Cardinal
          pursuant to the terms of any agreement between you and Cardinal,
          including the Voting Agreement, Syncor will not object to the DOJ
          Escrow.

     6.   You hereby agree that, immediately prior to, and subject to, the
          consummation of the merger contemplated by the Merger Agreement, you
          will irrevocably waive and forego any and all rights and claims you
          may have to any payments or benefits of any kind pursuant to (x)
          Sections 6.1(A), (C) and (D) of that certain Severance Agreement,
          dated as of August 24, 2001, between you and Syncor (the "Severance
          Agreement"), and (y) Sections 7.2(a) and 7.3.1 of that certain
          Employment Agreement, dated as of January 1, 2000, between you and
          Syncor (the "Employment Agreement"). You hereby agree that, subject
          to the consummation of the merger contemplated by the Merger
          Agreement, such waiver will have effect from and after the date of
          this letter agreement and that you will execute any such further
          agreement or other instrument as may be reasonably requested by
          Syncor in connection with such waiver. Syncor hereby acknowledges
          that nothing in this paragraph 6 or this letter agreement shall be
          construed as a waiver of any other section of any other agreement
          except as expressly set forth in this letter agreement. You and
          Syncor each hereby agree to treat the foregoing waiver of payments
          and benefits in this paragraph 6 as "payments and benefits that you
          never received" for tax purposes and that neither you nor Syncor
          shall take any position on any initial tax return that is
          inconsistent with such treatment.

     7.   Syncor agrees, based on the facts known to it on the date of this
          letter agreement, that it will not challenge or contest your right
          to advancement of reasonable expenses incurred by you in connection
          with the Investigation Matters (or governmental actions or other
          litigation proceedings relating thereto) pursuant to Article VI,
          Section 4 of Syncor's By-laws and Section 7 of that certain
          Indemnitee Agreement, dated as of June 20, 1996, between you and
          Syncor (the "Indemnitee Agreement"). You hereby acknowledge that any
          such advances by Syncor would be made in advance of the final
          disposition of such matters. In consideration for any such advances,
          you will undertake in writing to promptly repay to Syncor the full
          amount of expenses so advanced if it shall ultimately be determined
          that you are not entitled to be indemnified by Syncor as authorized
          in each of Section 145 of the Delaware General Corporation Law,
          Article VI of Syncor's By-laws and the Indemnitee Agreement. Nothing
          herein shall prejudice, or be considered a waiver of, the rights of
          Syncor or any of its subsidiaries to contest your entitlement to (x)
          indemnification under Syncor's By-laws, the Indemnitee Agreement,
          the governing documents of any subsidiary of Syncor, or otherwise,
          or (y) further advancement of expenses under Syncor's By-laws, the
          Indemnitee Agreement and the governing documents of any subsidiary
          of Syncor (in the case of (y), based on information learned by
          Syncor following the date of this letter agreement).

     8.   You and Syncor agree that immediately prior to the effective time of
          the merger contemplated by the Merger Agreement, you will cease to
          be an officer and/or employee of Syncor and any of its subsidiaries
          and you will resign as a director of Syncor and any of its
          subsidiaries. Notwithstanding the previous sentence, each of you and
          Syncor (and its subsidiaries) reserve any and all rights in respect
          of, and nothing shall prejudice the rights of you and Syncor in
          respect of, (x) such ceasing and resignation, including, without
          limitation, the reasons therefor and characterizations thereof, and
          (y) taking any further action in respect of your status as an
          officer, director and/or employee of Syncor and any of its
          subsidiaries.

     9.   By entering into this letter agreement, Syncor hereby acknowledges
          that you are not hereby admitting liability for any matters,
          including (1) the Investigation Matters, (2) a Criminal Information
          to be filed against Syncor Taiwan, Inc. in the United States
          District Court for the Central District of California, (3) any
          action commenced by the SEC, or (4) any of the class action or
          stockholder derivative lawsuits that have been or may be filed
          against Syncor, its subsidiaries or any of its officers, directors,
          employees or agents, including yourself. You acknowledge that Syncor
          (and its subsidiaries) reserve any and all rights in respect of, and
          nothing shall prejudice or be deemed a waiver of any rights of
          Syncor (and its subsidiaries) in respect of, any of the matters set
          forth in the preceding sentence. You and Syncor hereby agree that
          neither this letter agreement nor any of the terms herein shall be
          used against either you or Syncor in a proceeding of any kind,
          except one in which the terms of this letter agreement are the
          subject of such proceeding. Without limiting the foregoing, you
          hereby agree that you will not assert, in any proceeding or
          otherwise, that this letter agreement or any of the terms hereof
          were entered into in connection with or in anticipation of a "Change
          in Control" for purposes of the Severance Agreement, nor will you
          assert that the provisions set forth in paragraph 8 of this letter
          agreement were at the request or direction of any party other than
          Syncor. You and Syncor agree that the inclusion in this letter
          agreement of the provisions of paragraph 8 shall not constitute a
          resignation or termination of your employment for purposes of the
          Severance Agreement or the Employment Agreement.

     10.  You and Syncor each hereby represent that you or it have the
          necessary power and authority to enter into this letter agreement.
          Assuming the due authorization, execution and delivery by other
          party, this letter agreement is the legal, valid and binding
          agreement of you or Syncor, as applicable, and is enforceable
          against you or Syncor, as applicable, in accordance with its terms.

     11.  You and Syncor each hereby agree that Sections 6 and 8 of this
          letter agreement shall automatically terminate in the event that the
          merger contemplated by the Merger Agreement is not consummated on or
          prior to March 21, 2003 (or such later date as may be agreed by
          Syncor and Cardinal to replace March 21, 2003 in Section 7.1(c) of
          the Merger Agreement in any amendment from time to time to the
          Merger Agreement).

     12.  You and Syncor each hereby agree that damages are an inadequate
          remedy for the breach by you or Syncor of any term or condition of
          this letter agreement, and that you and Syncor shall be entitled to
          a temporary restraining order and preliminary and permanent
          injunctive relief in order to enforce the agreements in this letter
          agreement against the breaching party.

     13.  This letter agreement shall be governed by the laws of the State of
          Delaware.

     14.  The rights and liabilities of the parties hereto shall bind and
          inure to the benefit of their respective successors, heirs,
          executors, administrators, transferees and assigns, as the case may
          be, and each of the parties hereto and their respective legal
          representative shall take any and all reasonable actions necessary
          to obtain and deliver to the other party the written confirmation
          from such successor, assignee or transferee that he is bound by the
          terms of this letter agreement.

     15.  You and Syncor hereby acknowledge that they have consulted with
          their respective counsel with respect to the terms of this letter
          agreement.

Please indicate your agreement with the terms of this letter agreement by
executing this letter agreement where indicated below and by returning one
original executed copy of this letter to the attention of our counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY
10036, Attention: Paul T. Schnell, Esq.

                           Very truly yours,
                           SYNCOR INTERNATIONAL CORPORATION

                           By: /s/ Robert G. Funari
                               -------------------------------------------------
                               Name:  Robert G. Funari
                               Title:  President and Chief Executive Officer

Agreed to as of the date set forth above:
MONTY FU
/s/ Monty Fu
-----------------------------------------