Exhibit 10.1

         This First Amendment to Purchase Agreement ("First Amendment"),  by and
between  the Lorad  division  of Trex  Medical  Corporation  (together  with its
affiliates,  "Lorad"),  United States  Surgical  Corporation  (together with its
affiliates, "USSC") and Tyco Healthcare Group, LP (together with its affiliates,
"Tyco"), is dated as of December 3, 1999.

         WHEREAS,  Lorad,  USSC,  and Tyco are parties to that certain  Purchase
Agreement ("Purchase Agreement"), dated as of May 14, 1999;

         WHEREAS, Lorad, USSC and Tyco wish to amend the Purchase Agreement;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

1.       Section 1 is hereby amended to add the following  sentence  between the
         first and second sentences of that section:

         "(Table  shall mean both the  stereotactic  prone  table as well as the
         Digital Spot Mammography  unit, which were sold together as a system by
         Lorad to USSC.)"

2.       Sections 2(b),  2(c), and 3 of the Purchase  Agreement shall be deleted
         in their entirety.

3.       The following language shall be substituted for Section 2(b):

         (b) Lorad will take title possession of all ****** Tables in accordance
         with the following schedule:  ****** Tables per quarter for a period of
         ****** calendar quarters  commencing ****** and ending ******. The last
         ******  Tables  will  be  picked  up and  Lorad  will  take  title  and
         possession  on ******.  Lorad may, in its  discretion,  accelerate  the
         foregoing schedule.  The purchase price will be ****** per Table for an
         aggregate  purchase price of ****** (which  aggregate shall be adjusted
         downward in the event the actual number of Tables available for sale is
         less than ******).  The ****** purchase price will be payable at a rate
         of  ******  per  quarter  for  a  period  of  seven  calendar  quarters
         commencing  ****** and ending  ******,  followed by a final  payment of
         ****** on ******.  If more than ******  Tables are bought by Lorad from
         USSC in any of these ****** calendar  quarters,  Lorad will pay to USSC
         within thirty (30) days after delivery and acceptance of any such Table
         by Lorad,  the sum of ******  per Table.  To the extent any  payment in
         excess of the  required  payment is made in any of the ******  calendar
         quarters referenced above, the remaining  installments shall be reduced
         (in reverse  order) so that the aggregate  purchase price paid does not
         exceed ******.  For example,  if in the calendar quarter ending ******,
         Lorad purchases 22 Tables, then the payment due March 31, 2000 shall be
         ****** and the payment  ****** shall be ******.  The purchase price for
         the Tables set forth above and the Additional  Consideration  set forth
         below include all federal,  state or local excise, sales, use, or other
         similar taxes.

4.       The following language shall be substituted for Section 2(c):

<PAGE>


         In addition to the purchase price set forth above,  Lorad agrees to pay
         USSC an additional  amount not to exceed ****** in connection  with its
         purchase of Tables with a  manufacture  date after January 1, 1998 (the
         "Additional  Consideration").  There are ****** such Tables,  ****** of
         which were manufactured  prior to January 1, 1998, and Lorad has agreed
         to include  those  ****** in regards to the  Additional  Consideration.
         These  ******  Tables  are  hereafter  referred  to as the  "Additional
         Consideration  Table(s)." The Additional Consideration shall be payable
         upon  resale of  Current  Inventory  Tables to end users as  opposed to
         distributors  unless such  distributors have paid the purchase price in
         full.  The  Additional  Consideration  shall be payable as each Current
         Inventory  Table  is sold at a rate  per  Current  Inventory  Table  as
         specified in the following schedule:

<TABLE>
<CAPTION>
<S>                     <C>                           <C>                       <C>
         Current Inventory Table                     Rate                      Maximum
-----------------------------------------------------------------------------------------
                  Units ****** to ******             ****** per table           ******
                  Units ****** to ******             ****** per table           ******
                  Units ****** to******              ****** per table           ******
</TABLE>

         Additional  Consideration payments will be payable in arrears quarterly
         but (subject to reductions  for sales to Novation and shortfalls in the
         number of Tables  actually  sold to Lorad) in any event any  balance of
         the Additional  Consideration owed but remaining unpaid will be paid to
         USSC by Lorad on or before  ******.  If the actual number of Additional
         Consideration  Tables  available  for sale is less than ******  Tables,
         then the Additional  Consideration  payable to USSC shall be reduced by
         ****** multiplied by the shortfall.  In addition,  notwithstanding  the
         above,  sales to Novation (as described in Section 8 below) will reduce
         the Additional  Consideration  by ****** per  Additional  Consideration
         Table  sold to  Novation  (as  described  in  Section  8  below).  Each
         Additional  Consideration  Table  sold or  leased  to  Novation  or any
         Novation  participants (as described in Section 8 below),  whether sold
         or leased for the account of Lorad or USSC,  will reduce the Additional
         Consideration  payable to USSC by ****** per  Additional  Consideration
         Table  sold  (or  leased).  By way of  example,  if six (6)  Additional
         Consideration Tables are sold or leased to Novation,  three (3) for the
         account  of USSC and three (3) for the  account of Lorad,  the  maximum
         Additional  Consideration  payable  to USSC by Lorad  shall not  exceed
         ******.  In addition,  for any Novation  sales or leases after  ******,
         USSC shall  refund to Lorad a portion of the  Additional  Consideration
         paid at a rate of ******  per  Additional  Consideration  Table sold or
         leased to Novation  (whether  sold  pursuant to Section 8 below for the
         account of USSC or Lorad).  Such refunds shall be paid to Lorad by USSC
         within  fifteen (15)  business  days of the sale to  Novation.  Overdue
         refunds shall be subject to interest at a rate of 8% per annum computed
         on a 30/360 day year until paid in full by USSC to Lorad.

5.       Section 2(d) is hereby amended to delete the third sentence thereof and
         substitute the following therefor:

         "Any damage to Tables with a manufacture date prior to January 1, 1998,
         whether  due to  age,  caused  directly  or  indirectly  by USSC or its
         agents,  or due to any other  factor shall be reported by Lorad to USSC
         on or before June 30, 2000."

<PAGE>


6.       The following language will be substituted for Section 3:

         ******.  Lorad will pick up and take title and possession of the Tables
         in accordance  with the following  schedule:  ****** Tables per quarter
         for a period of ****** calendar  quarters  commencing ****** and ending
         ******.  The last 8 Tables  will be picked  up by Lorad and Lorad  will
         take  title  and  possession  thereof  on  ******.  Lorad  may,  in its
         discretion,  accelerate  the  foregoing  schedule.  USSC agrees that it
         shall not sell, give away, transfer, or otherwise dispose of the Tables
         until  scheduled  pick-up and title  transfer.  In the event that fewer
         than ****** Tables are sold to Lorad, USSC shall pay to Lorad an amount
         equal to the  shortfall  multiplied  by Lorad's  current list price for
         stereotactic  tables.  Such amount shall be due within  fifteen days of
         discovery  of such  shortfall,  but in any event shall be paid no later
         than ******.


         IN WITNESS  WHEREOF,  the  undersigned  have  executed as an instrument
under seal as of the date first written above.

                                        TREX MEDICAL CORPORATION,
                                        LORAD division


                                        By: /s/ William Webb
                                           --------------------------
                                           Name:  William Webb
                                           Title: President & CEO

                                        UNITED STATES SURGICAL, division of Tyco
                                        Healthcare Group, LP



                                        By: /s/ Steven Amlico
                                           -------------------------
                                            Name:  Steven Amlico
                                            Title:  VP & Controller

                                        TYCO HEALTHCARE GROUP, LP


                                        By: /s/ Larry C. Heaton II
                                           ----------------------------
                                            Name:  Larry C. Heaton II
                                            Title:  President, USS