Amendment to
                            ASSET PURCHASE AGREEMENT


THIS ASSET PURCHASE AGREEMENT AMENDMENT (this "Amendment"), is entered into this
11th day of February  2001 to be effective as of November 15, 2000, by and among
Imo Industries Inc., a Delaware  corporation,  (the "Seller"),  TFX Acquisition,
Inc., a Delaware corporation ("Buyer"),  and Teleflex  Incorporated,  a Delaware
corporation  ("Parent").  Unless otherwise defined herein, all capitalized terms
have the meanings set forth in the Asset Purchase  Agreement  dated November 15,
2000 by and among the Seller, Buyer and Parent (the "Agreement").

                              EXPLANATORY STATEMENT
                  WHEREAS,  the Buyer has agreed to purchase  and  acquire  from
Seller and Seller has agreed to sell,  assign and transfer to Buyer, the Assets,
and the  Buyer  has  agreed  to assume  all of the  Liabilities  other  than the
Excluded Liabilities pursuant to the Agreement;

                  WHEREAS,  the Buyer  desires  to have the  benefit  of certain
insurance coverage  currently  available to the Seller, the Subsidiaries and the
Affiliates for the Liabilities which coverage is not provided to Buyer under the
Agreement and the Seller  desires to provide the benefit of such coverage to the
Buyer subject to the terms and conditions set forth herein;

                  WHEREAS,  the Seller and Buyer desire to remove IMO Industries
Pension Trustee Limited,  a UK subsidiary,  from Schedule 1 of the Agreement and
to exclude all liability  associated  with the Imo  Industries  Pension and Life
Assurance Plan from the Liabilities; and

                  WHEREAS,  the Buyer,  Parent  and  Seller  desire to amend the
Agreement  to provide  that the Closing  shall occur with  respect to all of the
Assets other than those  relating to the  Affiliate  identified  on Schedule 1-A
hereto,  the Assets of which are not capable of transfer under the laws of their
respective  jurisdictions  and to provide  for the escrow of the  portion of the
Purchase Price until such time as the Assets are transferred to Buyer.

                                    AGREEMENT
                  NOW THEREFORE,  in consideration of the foregoing premises and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby  acknowledged,  and intending to be legally bound hereby,  the parties
agree as follows:

         1.       Name of Buyer. The term "TFX Acquisition Incorporated" shall
 be deleted and replaced with "TFX Acquisition, Inc." throughout the Agreement.

         2.       Assumption of Liabilities. The following additional text is
 hereby added to the end of Section 2.02:

                  ", subject to the provisions of Section 5.12 hereof.

         3.       Excluded Liabilities.  The following section 2.03(m) is hereby
 added to Section 2.03 of the Agreement:

                  2.03(m)  all  liabilities  and  obligations  of  Seller,   the
                  Subsidiaries  or  their  Affiliates  with  respect  to the Imo
                  Industries  Pension  and Life  Assurance  Plan the  trustee of
                  which  is  Imo  Industries   Pension  Trustee  Limited,  a  UK
                  corporation.

         4.       Insurance. The following additional text is hereby added to
 the end of Section 5.12:


         Seller agrees that, to the extent that Seller,  the Subsidiaries or the
Affiliates are named insureds on property, product, general liability,  workers'
compensation and auto insurance policies covering  Liabilities  assumed by Buyer
at Closing,  Seller will use its best  efforts to entitle  Buyer to the proceeds
(if any) of such  insurance  policies  for  Liabilities  occurring  prior to the
Closing ("Prior Claims").  The parties' agreement  hereunder shall be subject to
the following terms and conditions:

                  (a) Payments.  In the event that Seller makes, or is obligated
to make,  any  payment or suffers  any loss in respect of or in  relation to any
Prior  Claim,  after the Closing,  in an amount that  exceeds the amount  Seller
actually receives in payment from its insurer or insurers,  Buyer shall promptly
reimburse Seller, dollar for dollar, for any such payment by Seller in excess of
the amount  actually  paid by said  insurer or insurers to or for the benefit of
Seller.  It is the  intention of Buyer and Seller that Seller will not suffer or
incur any loss or liability for any Prior Claim after the Closing.  In addition,
any and all payments or expenses attributable to the Morse Division which are or
become due to any  insurer  including,  but not  limited  to, any  retrospective
adjustment  payments,  true ups, state  assessments,  taxes or any other charges
(the "Adjustment Payments") shall be promptly reimbursed to Seller by Buyer. The
parties  understand  and  agree  that  Buyer  shall  not be  required  to pay or
reimburse Seller for any amounts (other than Adjustment Payments) paid by Seller
prior to Closing in connection with any Prior Claim.  Retrospective  adjustments
actually  paid to  Seller  (if any)  from  any  workman's  compensation  carrier
attributable  to the Morse  Division for periods  following the Closing shall be
promptly  paid by Seller to Buyer.  Any direct  payment  to either  party or its
affiliates intended for the other under this Section 5.12 shall be promptly paid
to the other as appropriate.

                  (b) Self-Insurance, Retention, and Deductibles. Buyer shall be
responsible for and as appropriate  shall pay or otherwise be responsible for or
satisfy all self-insured  amounts,  retention  payments and deductible  payments
related to any of Seller's policies of insurance associated with any Prior Claim
and which are unpaid or unsatisfied at Closing or which become due after Closing
subject to any  applicable  limitations  under such policies of insurance on the
aggregate amount of such self-insured amounts, retention payments and deductible
payments;  provided,  however,  that, in the event of a dispute  concerning  the
applicability  of a payment or  satisfaction  of the same,  the  decision of the
applicable insurer shall control, subject to the provisions set forth in Section
(f) below.

                  (c) Payments in Excess of Seller's Aggregate Coverage.  In the
event that  Seller's  Aggregate  Available  Insurance  Policy Limits (as defined
below),  under any  applicable  policies are exceeded  during any policy year in
which any of Seller's  insurers  have made payments in respect of or relating to
Prior Claims,  Buyer shall reimburse Seller,  dollar for dollar, for any and all
losses incurred by Seller that exceed the Seller's Aggregate Available Insurance
Policy Limits and which, in the reasonable  judgement of Seller, would have been
insured but for Seller's Aggregate Available Insurance Policy Limits having been
exceeded regardless of whether such claims are Prior Claims; provided,  however,
that the total amount to be  reimbursed  by Buyer shall not exceed the aggregate
amount  paid by the  Seller's  insurers on all Prior  Claims for that  insurance
year.  For purposes of this  paragraph,  Aggregate  Available  Insurance  Policy
Limits  shall mean the total face value of  Seller's  insurance  policies  for a
given policy year not including self insurance, deductible or policies issued by
insolvent insurers.

                  (d) Management of Prior Claims;  Cooperation.  Buyer shall, at
its  sole  expense,  assume  responsibility  as of  the  Closing  Date  for  the
management  of all Prior  Claims.  In the event  that any of  Seller's  insurers
requires  that Seller manage or administer a Prior Claim or that Seller or Buyer
use the  services of a  third-party  administrator  or carrier  for  purposes of
managing or  administering  such Prior Claim,  the Buyer,  at its sole  expense,
shall  undertake to manage or administer the Prior Claim or obtain a third-party
administrator, whichever is required by the Seller's insurer. From and after the
Closing  Date,  Buyer  shall use its best  efforts to  cooperate  with Seller in
connection  with the  management  and  administration  of Prior Claims and shall
promptly provide all information and reports required or reasonably requested by
Seller,  its  insurers  and  insurance  brokers.  Buyer  shall  upon  receipt or
production  provide copies of all  correspondence  between Buyer and any insurer
concerning  coverage,  reservations of rights,  exhaustion and all other matters
relating in any way to the Seller's insurance.

                  (e)  No   Representation   or  Warranties.   Seller  makes  no
representations  or  warranties  of any  kind  concerning  any of its  insurance
policies and  expressly  does not  represent or warrant that any of the policies
are  valid,  enforceable  or in  full  force  and  effect;  are  sufficient  for
compliance  with  any  requirements  of law;  insure  against  risks of the kind
customarily  insured against and in amounts  customarily carried by corporations
similarly situated;  or provide adequate insurance coverage for the Liabilities.
Seller shall have no obligation to keep in effect any insurance  coverage except
as set forth in the first  paragraph  of this  Section  5.12.  Seller shall upon
request provide Buyer copies of any applicable insurance policy.

                  (f)  Insurance   Dispute   Resolution.   In  the  event  of  a
declination  of coverage or a  reservation  of right by an insurer in connection
with any Prior Claim or in the event that any dispute  arises  between the Buyer
and Seller's insurer concerning coverage for a Prior Claim, Buyer shall have the
right at its sole cost and expense to contest, resolve or settle with an insurer
such  declination  of coverage,  reservation  of right or dispute  provided that
Buyer  first  provides  written  notice to Seller of its  intention  to contest,
resolve  or settle  and  provides  Seller  with such  information  as Seller may
reasonably request  including,  but not limited to,  correspondence  between the
insurers and Buyer and reports on the basis and effect of such dispute. Any such
contest,  resolution  or  settlement  is  expressly  subject to  Seller's  prior
approval,  which shall not be unreasonably  withheld. In no event shall Buyer be
entitled to any resolution or  settlement,  compromise or condition that results
in any alteration, amendment or termination of a policy of Seller's or the terms
and conditions of any of Seller's insurance contracts or policies including, but
not  limited  to,  policy  "buy  backs" and site  releases.  Buyer  shall  fully
indemnify  and defend  Seller in any action by an  insurer  (or any other  party
making a claim  against such  insurance  contracts or policies)  relating to any
dispute or arising out of or related to insurance,  claims made or proceeds paid
in respect of Prior Claims, including, but not limited to, claims and demands of
reimbursement.  Seller  agrees that it will provide such  reasonable  assistance
including the execution of consents,  documents  and  instruments  as reasonably
requested by Buyer and which Seller, in its sole judgment,  deems appropriate to
fully effectuate the purposes of this Section 5.12.

                  (g) Duty to Defend.  If any Prior  Claim  exhausts a policy of
insurance  that  provides  the Seller with a "Duty to Defend" and the  remaining
following  or excess  policies of Seller do not  provide  such "Duty to Defend",
Buyer shall reimburse  Seller for Seller's  defense costs to the same extent and
upon the same  terms as such would be  provided  under the  exhausted  policy of
insurance  that  provided  Seller with a "Duty to Defend"  regardless of whether
such defense costs are related to Prior Claims;  provided however,  that Buyer's
obligations  hereunder shall be limited to the aggregate  amount paid in respect
of a Prior Claim under that policy and do not include any defense costs actually
reimbursed by an insurer to Seller.

         5.       Schedule 1.  Schedule 1 of the Agreement is hereby amended by
 deleting the reference to Imo Pension Trustee Limited appearing on Schedule 1
 of the Agreement.

         6.       Compensation and Employee Benefits.  The last sentence in
Section 5.06(a) is hereby deleted in its entirety and replaced with the
following sentence in lieu thereof:

         Effective  as of the Closing  Date,  Buyer shall assume all of Seller's
         obligations to the Continuing Employees, including, but not limited to,
         assumption  of  Seller's  obligations  under the  Transition  Agreement
         described  on  Schedule  5.06(a)  which Buyer  acknowledges  and agrees
         remains in effect  notwithstanding the reference to January 31, 2001 as
         its termination date if no sale of the Morse Division has occurred (all
         of which shall be deemed part of the Liabilities),  provided,  however,
         that the  obligation to pay  retention  benefits  under the  Transition
         Agreement will remain the responsibility of Seller.

         7.       Compensation and Employee Benefits.  Section 5.06(e) is hereby
 deleted in its entirety and replaced with the paragraph in lieu thereof:

         (e) Retirement Plan for Hourly Employees. Sponsorship of the Retirement
Plan for Hourly  Employees,  Morse Controls  Division,  Imo Industries Inc. (the
"Hourly Employees Plan") shall be transferred from Seller to Parent effective as
of the  Closing  Date,  and the  assets of the  Hourly  Employees  Plan shall be
transferred  from the Seller's master trust to a trust  maintained by Parent for
the Hourly Employees Plan; provided that the assets of the Hourly Employees Plan
are  sufficient on a plan  termination  basis to be eligible on the Closing Date
for standard termination pursuant to Section 4041 of ERISA without the Seller or
the ERISA  Affiliates  being required to make any additional  contributions,  it
being  understood  that if the  assets  of the  Hourly  Employees  Plan  are not
sufficient as described in this Section  5.06(e),  then neither Parent nor Buyer
shall be under any  obligation to accept any transfer of the  sponsorship or the
assets or liabilities of the Hourly Employees Plan.

         8.       Delivery of Documents and Assets.  The last sentence of
Section 6.02 is hereby deleted in its entirety and the following sentences are
substituted in lieu thereof:

         The  Assets  conveyed  at  Closing  shall  include  the  Shares and the
         Seller's interests in the Affiliates to the extent that such Shares and
         Seller's  interests  in the  Affiliates  are capable of being  conveyed
         under the laws of their respective jurisdiction on the Closing Date. To
         the  extent  that  such  Shares  and  the  Seller's  interests  in  the
         Affiliates cannot be conveyed on the Closing Date, the parties agree to
         enter into escrow  agreements  providing,  among other things,  for the
         placement  in escrow of (i) US  $1,000,000  pending the  conveyance  by
         Seller to Buyer of the Chinese joint venture  interest in Shanghai Dong
         Feng Morse Control Cable Co., Ltd.; and (ii) US $1,000,000  pending the
         completion  of the  proceeding  of the High  Court of the  Republic  of
         Singapore  declaring  that Imo  Industries  Pte.  Ltd.  may rectify its
         Register  of  Members by  entering  the name of Seller as holder of the
         shares of Imo Industries  Pte. Ltd. as of the Closing Date.  Subject to
         the terms of the escrow  agreements,  the parties  further agree to use
         their reasonable best efforts to promptly obtain the necessary consents
         to effect the  conveyances and release the funds to Seller and transfer
         the Shares and interests in the Affiliates to Buyer.

         9.       Delivery by Seller.  Section 8.02(e) is hereby deleted in its
 entirety and the following Section 8.02(e) is substituted in lieu thereof:

                  (e) Certificates representing the Shares,  accompanied by duly
         executed stock powers in proper form for transfer;  provided,  however,
         that any Shares  that are not  transferred  pending  receipt of certain
         third-party  approvals shall be transferred to Buyer  immediately  upon
         receipt by Seller of the required  third-party  approvals and the funds
         escrowed in connection  with the Shares that do not transfer at Closing
         shall be released to Seller in accordance with the escrow agreements to
         be entered into among Buyer, Seller and Parent;

         10.      Delivery by Buyer.  Section 8.03(b)(iii) is hereby deleted in
 its entirety and the following Section 8.03(b)(iii) is substituted in lieu
 thereof:

                  (iii)  such  other  instruments  or  documents  as Seller  may
         reasonably  request as are necessary to assure the  assumption by Buyer
         of all of the  Liabilities  assumed by Buyer pursuant to this Agreement
         and the transactions contemplated hereunder, including, but not limited
         to, an escrow agreement for any Assets that are not conveyed at Closing
         and a transition  services  agreement  providing  for the  provision of
         certain services by Seller to Buyer following Closing.

         11.      Indemnification by Seller.  Section 9.02 is hereby amended to
 include Section 5.12 in the definition of Excluded Covenants contained therein.

         12.      Benefit and Assignment.  The third sentence of Section 12.06
 is hereby deleted in its entirety and the following sentence is substituted in
 lieu thereof:

                  Notwithstanding the foregoing, Buyer or any permitted assignee
         of Buyer may assign this Agreement and any and all rights hereunder, in
         whole or in part,  to Parent or any  subsidiary  of Parent,  so long as
         Parent unconditionally guarantees performance thereof by the assignee.

         13.      Miscellaneous.

                  (a)      Binding Effect.   This Amendment shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.

                  (b)  Entire  Agreement.   The  Agreement  together  with  this
Amendment, constitutes the entire understanding between the parties with respect
to the obligations of the parties with respect to the subject matter hereof, and
supersedes  and replaces all prior  agreements,  understandings,  writings,  and
discussions  between  the  parties  relating  to the  subject  matter  of  those
agreements. Except as modified by this Amendment, all other terms and conditions
of the Agreement remain in full force and effect.

                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Amendment to Asset Purchase  Agreement,  or has caused this Amendment to be
duly  executed and  delivered  in its name on its behalf,  all as of the day and
year first above written.


                                            SELLER

                               IMO INDUSTRIES INC.


                                            By:
                                                ------------------
                                                  Name:
                                                  Title:


                                            BUYER

                              TFX ACQUISITION, INC.


                                            By:
                                                ------------------
                                                  Name:
                                                  Title:




                                            PARENT

                              TELEFLEX INCORPORATED


                                            By:
                                                -------------------
                                                  Name:
                                                  Title:


                                  Schedule 1-A


                 AFFILIATE INTERESTS NOT TRANSFERRING AT CLOSING


Affiliate:        Shanghai Dong Feng Morse Control Cable Co., Ltd.     China