Exhibit 10.12


AMENDMENT TO ASSET PURCHASE AGREEMENT


          THIS
AMENDMENT (this “Amendment”),
dated as of April 7, 2005, by and between E-Z-EM, Inc., a corporation organized
and existing under the laws of the State of Delaware (“Purchaser”), O’Dell Engineering Ltd., a
corporation organized and existing under the laws of the Province of Ontario (“Seller”), and Philip C. O’Dell,
an
individual residing in the Province of Ontario, amends the Asset Purchase
Agreement dated January 16, 2005, by and between the parties hereto (the “Original Agreement”, all terms capitalized
herein but not defined herein having the respective definitions ascribed to
them in the Original Agreement).


          WHEREAS,
the parties hereto wish to amend certain provisions of the Original Agreement
and to replace certain exhibits and schedules thereto, all on the terms and
conditions provided herein;


          NOW,
THEREFORE, in consideration for the mutual promises and covenants contained
herein, the parties hereto hereby agree as follows:




	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Amendments
  to Original Agreement. The Original Agreement is
  hereby amended as follows:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  In the
  definition of “Employment Offer”, the reference to “Exhibit B” is hereby
  amended to be replaced by “Exhibit A”. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The defined term
  and the definition of “RSDL Consent”
  in Section 1.1 of the Original Agreement are hereby deleted.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Section 3.1
  of the Original Agreement is hereby deleted and replaced in its entirety with
  the following:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Closing Date and Time. The closing of
  the purchase and sale of the Sale Assets (the “Closing”) shall take place
  on or before April 11, 2005 at the offices of Davies Ward Phillips &
  Vineberg, LLP, 625 Madison Avenue, 12th Floor, New York, NY 10022,
  with effect as of 12:01 a.m. (the date of the exchange of signature pages and
  other closing deliveries being the “Closing Date”).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Sections
  3.2.3, 3.2.4 and 10.1.3 of the Original Agreement are hereby deleted in their
  entireties and replaced with “Intentionally Omitted”.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  The
  following sentence is hereby added to the end of Section 3.8.1:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Without
  limiting the foregoing, Seller shall use its best efforts to obtain the
  written consent of the Canadian Commercial Corporation to the transfer of the
  CCC Contract to Purchaser or an Affiliate of Purchaser.

  



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  (f)

  	
  Schedules
  2.1.5, 2.1.6, 4.5 and 4.17.1 to the Original Agreement are hereby deleted and
  are hereby replaced, respectively, with Schedules 2.1.5, 2.1.6, 4.5 and
  4.17.1 attached hereto.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  New Exhibit
  A and new Schedules 2.6, 3.2.1, 3.2.2, 3.2.8, 4.1 and 4.6.4 are hereby added
  to and incorporated into the Original Agreement, each in the form attached
  hereto.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  In Section
  7.6, the phrase “the Shareholder is already entitled” is hereby amended to
  read “Seller is entitled”.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Sections
  9.1(h) and (i) of the Original Agreement are hereby renumbered as Sections
  9.1(i) and (j), and the following new text is hereby inserted as new Section
  9.1(h):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
 the failure
  to have obtained the written consent of the Canadian Commercial Corporation
  to the transfer of the CCC Contract to Purchaser or an Affiliate of Purchaser
  prior to the Closing, or the failure to obtain such written consent
  thereafter;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (j)

  	
  All
  references in the Original Agreement to “this Agreement” shall mean the
  Original Agreement as amended by this Amendment.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (k)

  	
  All other
  sections of the Original Agreement not specifically referenced herein shall
  remain unchanged.

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Binding Nature, etc. The Original Agreement, as amended by this
  Amendment, shall be binding and inure to the benefit of the parties hereto
  and their respective successors and assigns.

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Governing Law. This Amendment shall be governed by the
  laws of the State of New York without regard for choice of laws principles.

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
 Notice. The notice provisions in Section 12 of the Original Agreement are
  hereby incorporated by reference. 

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Amendment. This Amendment and the Original Agreement as amended hereby may be
  further amended only by a document in writing executed by the parties hereto.

  
	
   

  	
   

  
	
  6.

  	
  Counterparts. This Amendment may be executed in
  counterparts, each of which shall be deemed part of one and the same
  original.

  
	
   

  	
   

  
	
  7.

  	
  Section Headings. Section headings contained herein are for
  reference purposes only and shall in no way affect the meaning of this
  Agreement.

  



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          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first set forth above.




	
   

  	
   

  	
   

  
	
   

  	
  E-Z-EM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: /s/
  Anthony A. Lombardo

  
	
   

  	
   

  	
  


  
	
   

  	
  Name:
  Anthony A. Lombardo

  
	
   

  	
  Title:
  President/CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  O’DELL ENGINEERING LTD.

  
	
   

  	
   

  	

  

  
	
   

  	
  By: /s/ Philip C. O’Dell

  
	
   

  	
   

  	
  


  
	
   

  	
  Name: Philip C. O’Dell

  
	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Philip C. O’Dell

  
	
   

  	
  

  	
  


  
	
   

  	
  Name: Philip
  C. O’Dell

  



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