AMENDMENT TO ASSET PURCHASE AGREEMENT

         THIS  AMENDMENT  dated  as of  this  1st  day of  February,  2001  (the
"Amendment") to the ASSET PURCHASE  AGREEMENT (the "Agreement")  dated as of the
8th day of January, 2001 by and among CARD GUARD TECHNOLOGIES,  INC., a Delaware
corporation  ("Card Guard"),  MATRIA  HEALTHCARE,  INC., a Delaware  corporation
("Matria"), and QUALITY DIAGNOSTIC SERVICES, INC., a Delaware corporation ("QDS"
or the "Seller") is among LIFEWATCH HOLDING  CORPORATION  ("Purchaser"),  Matria
and QDS.

                                   BACKGROUND:

     A. The original parties to the Agreement were Matria, QDS and Card Guard.

     B. Card Guard  assigned its rights and  obligations  under the Agreement to
Purchaser.

     C.  Purchaser,  QDS and  Matria  wish to amend the  Agreement  as set forth
below.

     D. All capitalized terms used and not defined herein shall have the meaning
ascribed to them in the Agreement.

         NOW,  THEREFORE,  FOR AND IN CONSIDERATION of the premises,  the mutual
promises, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1.       OPERATION OF BUSINESS

         Notwithstanding anything to the contrary in the Agreement, Seller shall
retain  all  employees  of Seller  not hired by  Purchaser  other  than those on
Schedule 5.3 (the  "Not-Hired  Employees") on and through the end of their shift
that begins on  February 2, 2001.  Seller and Matria  shall allow  Purchaser  to
operate the Business in the premises in which they were operated by Seller prior
to the Closing through  February 28, 2001 and Seller shall retain and compensate
and make available to Purchaser all Not-Hired Employees through the end of their
shift that begins on February 2, 2001. Seller shall receive no compensation from
Purchaser  for allowing  Purchaser to operate the  Business  with the  Not-Hired
Employees.

         2.       NO SUBLEASE

         Notwithstanding  anything in the Agreement to the contrary, the parties
hereto shall not enter into the SubLease and SubLease  (Warehouse Space) and all
references to such agreements in the Agreement  shall be omitted.  From the date
hereof and until February 28, 2001 Seller and Matria shall allow Purchaser,  for
no  consideration,  access to and use of the  premises to which the SubLease and
SubLease  (Warehouse  Space)  apply,  to the same  extent  that Seller used such
premises prior to the Closing.

         3.       CHANGES TO EXHIBITS AND SCHEDULES

         The following Exhibits and Schedules to the Agreement shall be replaced
in their  entirety  by the  Exhibits  and  Schedules  with  corresponding  names
attached  to this  Amendment:  Schedule  1.2(f) and Exhibit  1.2(f)(5)  thereto,
Schedule 1.3A, and Exhibit C.

4.       PURCHASE PRICE ADJUSTMENT

         The  Purchase  Price  shall be  adjusted  in the amount of the net book
value as of the Closing Date of Item #22 listed on Schedule 1.3A ($2,549).

         5.       CERTAIN EMPLOYEES

         After the Closing, Purchaser shall make Gregg Raybuck and Anna McNamara
available  to Seller  and  Matria,  at hours and  times to be  coordinated  with
Purchaser  and in a manner that will not  interfere  with their  obligations  to
Purchaser,  for the sole purpose of addressing issues concerning the outstanding
billing dispute between Matria and Seller and the MediCare authorities.

         6.       EXTINGUISHMENT OF INDEBTEDNESS

         The  indebtedness  of Matria  and  Seller in  respect  of that  certain
Invoice  Number 000397 dated January 28, 2000 in the amount of $12,796.50  shall
be extinguished as of the Closing.

         7.       CERTAIN INTELECTUAL PROPERTY RIGHTS

         At the  Closing,  Matria  shall  assign to Seller all right,  title and
interest  of Matria in and to the  service  marks  "Cardiocentric"  and  "Matria
Cardiocentric"  and the intent to use  applications  filed in  respect  thereof,
provided  that  Purchaser  shall make no use of the name "Matria" as part of any
such mark or otherwise.

         8.       CLOSING DATE BALANCE SHEET

         On or before February 28, 2001,  Matria shall provide  Purchaser with a
Closing Date balance sheet of the Business  reflecting all assets  purchased and
liabilities assumed, if any, by Purchaser at Closing

         9.       EFFECTIVE TIME OF CLOSING

         The Closing shall be effective as of midnight on the Closing Date.

         10.      NO OTHER CHANGES

         Except to the extent expressly  provided herein,  the Agreement and any
provisions  therein  shall  remain in full force and effect and shall be binding
upon the parties hereto.

         11.      GENERAL PROVISIONS.
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         The  provisions of Section 8 of the  Agreement are hereby  incorporated
and made a part of this Amendment.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their  duly
authorized  representatives  to execute this Agreement as of the date hereof, to
be effective as of the Closing Date.

                     MATRIA HEALTHCARE, INC.



                     By:
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                     Title:
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                     QUALITY DIAGNOSTIC SERVICES, INC.



                     By:
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                     Title:
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                     LIFEWATCH HOLDING CORPORATION

                     By:
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                     Title:
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