EXHIBIT 10.34.5



BEBIG GmbH                        Amendment V
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                                   AMENDMENT V

                       Amendment to the License Agreement

                                     between

                            RMS Medical Systems Inc.
                                 hereafter "RMS"
                   Located at 13700 Alton Parkway, Suite 160,
                       in Irvine, California, 92618, USA

                                       and

                    BEBIG Isotopen- and Medizintechnik GmbH,
                                hereafter "BEBIG"
                        located at Robert-Rossle-Str.10,
                           in D-13125 Berlin, Germany



BACKGROUND

RMS and BEBIG have signed a FACILITY SET-UP AND CONTRACT MANUFACTURING AGREEMENT
Including the ADDENDUM TO FACILITY SET-UP AND CONTRACT MANUFACTURING AGREEMENT
and a LICENSE AGREEMENT (collectively referred to as "the Agreements"), both
amended by the AMENDMENT TO THE FACILITY SET-UP AND CONTRACT MANUFACTURING
AGREEMENT AND THE LICENSE AGREEMENT (referred to as "Amendment I") as well as
Amendment II, Amendment III, Amendment IV, (referred to as such).

RMS desires that BEBIG extends the License Agreement until the 8th of November,
2002.

In light of the above, both parties desire to amend the existing Agreements and
the Amendments I, II, III, and IV as follows:


1.  PAYMENT OF OUTSTANDING INVOICES AND EXTENSION OF LICENSE AGREEMENT:

    RMS will pay to BEBIG a lump sum of US$ 753543 until November 15, 2001, to
    pay all outstanding invoices issued and sent or handed over in Person by
    BEBIG until October 24, 2001 including all open milestone payments. If the
    payment of US$ 753543 has been received until November 15, 2001, BEBIG will
    grant to Radiance an extension of the License Agreement of July 28, 1999
    until November 8, 2002.

2.  LICENSE FEE OFFSETS

    Both parties agree, that amounts to be paid by RMS according to the
    provisions of this Amendment are not subject to offsetting of the license
    fee or royalties as provided by sec. 4 LICENSE AGREEMENT.



BEBIG GmbH                        Amendment V
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3.  MISCELLANEOUS

    a)  All conflict arising under this agreement shall be finally settled in
        accordance with the Arbitration Rules of the German Institution of
        Arbitration e. V. (DIS). The place for Arbitration shall be Frankfurt am
        Main. German law shall be applicable,

    b)  Except as specifically modified by this Amendment V, all terms and
        conditions of the Agreements and Amendment I, II, III, IV shall continue
        uncharged.



Date:  24 October 2001                       Date:  11/1/01


         /s/ ANDREAS ECKERT                          /s/ JEFFREY THIEL
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            BEBIG GmbH                                      RMS