AMENDMENT NO. 1 TO AMENDED
                             DISTRIBUTION AGREEMENT

            AMENDMENT NO. 1 TO AMENDED DISTRIBUTION AGREEMENT (the "Amendment")
dated as of December 7, 1998, by and among STRATEC MEDIZINTECHNIK GmbH, a German
corporation having its principal place of business at Durlacherstrasse 35,
D-75172 Pforzheim, Germany ("Stratec"); NORLAND MEDICAL SYSTEMS, INC., a
Delaware corporation having its principal place of business at 106 Corporate
Park Drive, Suite 106, White Plains, New York 10604, U.S.A. (the "Distributor");
and NORLAND CORPORATION, a Wisconsin corporation having its principal place of
business at W6340 Hackbarth Road, Fort Atkinson, Wisconsin 53538-8999, U.S.A.
("Norland Corp.").

            WHEREAS, Stratec, the Distributor and Norland Corp. are parties to
that certain Amended Distribution Agreement dated as of September 11, 1997 (the
"Distribution Agreement"); and

            WHEREAS, Stratec, the Distributor and Norland Corp. desire to amend
the Distribution Agreement in certain respects, as set forth herein.

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Stratec, the Distributor and Norland Corp. hereby
agree as follows:

      1. The list of Stratec Devices and Norland Corp. Devices set forth in
Exhibit C to the Distribution Agreement is hereby amended to read as follows:

            Stratec Devices

            XCT 960
            XCT 2000
            XCT 3000
            XCT 3000D
            pDEXA (which includes the Sabre, the research pDEXA)
            XCT 960A
            XCT 960M
            XCT Research SA
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            XCT Research M
            XCT 3000 Research

            Norland Corp. Devices

            pDEXA (which includes the Sabre, the research pDEXA)
            Discovery
            Apollo
            XR-36
            Eclipse
            Excell
            All future Devices and systems using DXA or peripheral DXA
              technology

      2. Section 2(a) of the Distribution Agreement is hereby amended in its
entirety to read as follows:

            "(a) Subject to Section 2(g) hereof, Stratec hereby designates and
      appoints the Distributor as the exclusive worldwide distributor of all
      Stratec Devices (as defined below), and the Distributor hereby agrees to
      act as such distributor. The term "Stratec Devices" shall mean the Devices
      listed as Stratec Devices on Exhibit C attached hereto. Notwithstanding
      the foregoing (but subject to Sections 2(b) and 2(g) below), the
      Distributor shall not be the distributor in Germany (the "Excluded
      Territory") for Stratec Devices. The Distributor agrees to use its good
      faith reasonable best efforts to promote the sale of the Stratec Devices
      in the areas for which it is the distributor hereunder."

      3. Section 2 of the Distribution Agreement is hereby amended to add a new
Section 2(g) to read as follows:

            "(g) At any time following a Change of Control (as defined below),
      Stratec shall have the right, exercisable by written notice to the
      Distributor, to terminate the Distributor's right to be the distributor of
      Stratec Devices other than the pDEXA. The term "Change of Control" shall
      mean either (i) a transaction or series of transactions as a result of
      which a majority of the outstanding stock of the Distributor is owned by a
      single person or entity (other than Reynald Bonmati, Hans Schiessl or an
      entity controlled by Reynald Bonmati and/or Hans Schiessl) or (ii) a
      person other than Reynald Bonmati is appointed as chief executive officer
      of the Distributor."

      4. This Amendment may be executed in one or more counterparts, each of
which shall constitute an original and all of which taken together shall
constitute one and the same instrument, and any party may execute this Amendment
by signing any such counterpart.

      5. Except as specifically amended herein, the terms and provisions of the
Distribution Agreement are in all respects ratified and confirmed.
<PAGE>

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


                                        STRATEC MEDIZINTECHNIK GmbH

                                        By: /s/ Hans Schiessl
                                            ------------------------------------
                                            Name: Hans Schiessl
                                            Title: Geschaftsfuhrer


                                        NORLAND MEDICAL SYSTEMS, INC.

                                        By: /s/ Reynald G. Bonmati
                                            ------------------------------------
                                            Name: Reynald G. Bonmati
                                            Title: President


                                        NORLAND CORPORATION

                                        By: /s/ Reynald G. Bonmati
                                            ------------------------------------
                                            Name: Reynald G. Bonmati
                                            Title: President