Exhibit 10.5
                                                                  Execution Copy

                               PURCHASE AGREEMENT

      This Purchase Agreement ("Agreement"), 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 May
14, 1999 (the "Effective Date").

      WHEREAS, Lorad and USSC are parties to that certain Distributorship
Agreement dated as of October 20, 1995 as amended to date by the letter
agreement dated March 19, 1996, the letter agreement dated April 15, 1996, the
amendment to Distributorship Agreement dated March 26, 1998, the Amended
Agreement dated July 2, 1998, and the letter agreement dated August 10, 1998
(the "Distributorship Agreement");

      WHEREAS, Tyco is the owner of all of outstanding capital stock of USSC;

      WHEREAS, the parties wish to terminate their respective rights and
obligations under the Distributorship Agreement and provide for the repurchase
by Lorad of certain stereotactic tables purchased by USSC from Lorad under the
Distributorship Agreement;

      NOW, THEREFORE, for and in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. Purchase and Sale of Tables. Subject to the terms of this Purchase Agreement,
   Lorad agrees to purchase and USSC agrees to sell to Lorad *** stereotactic
   tables with serial numbers as set forth on Schedule 1 of which *** are new
   and 6 are demonstration units (each a "Table" and collectively, the
   "Tables"). Any tables that are not specifically identified on Schedule 1 will
   not be supported by Lorad for service, installation, or subject to Lorad's
   current standard warranty or any Lorad warranty.

2.  Purchase Price; Royalties.

   (a)   For purposes of this Section 2 and elsewhere in this Agreement, the
         term "Current Inventory Tables" shall mean the Tables, together with
         the stereotactic tables held in Lorad inventory immediately prior to
         the purchase of the Tables by Lorad from USSC pursuant to this
         Agreement (which inventory Lorad estimates to number approximately **
         stereotactic tables).

   (b)   Lorad will take title and 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


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<PAGE>

         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 ****** (**) Current Inventory
         Tables are sold by Lorad in any of these **** calendar quarters, Lorad
         will pay to USSC at the time the next quarterly payment is due the sum
         of $***** per Current Inventory Table multiplied by the number of
         Current Inventory Tables sold by Lorad in excess of **. To the extent
         any payment in excess of the required payment is made in any of the
         seven 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 June 30, 1999, Lorad sells ** Current Inventory Tables
         then the payment due September 30, 1999 shall be $****** and the
         payment due ***** **, **** 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.

   (c)   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 the Tables (the "Additional Consideration"). The Additional
         Consideration shall be payable, in the first instance, 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:

         Current  Inventory  Table           Rate           Maximum
         -------------------------------------------------------------
          Units * to **               $***** per table      $*******
          Units ** to ***             $***** per table      $*******
          Units *** to***             $***** per 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
         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 stereotactic table sold to Novation (as
         described in Section 8 below). Each stereotactic 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,

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<PAGE>


         will reduce the Additional Consideration payable to USSC by $***** per
         stereotactic table sold (or leased). By way of example, if six (6)
         stereotactic 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 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.

   (d)   Damaged Tables purchased by Lorad will be assessed accordingly for
         adjustments requiring parts replacement or repair. USSC shall reimburse
         Lorad the cost of parts, labor, and reasonable overhead incurred by
         Lorad in connection with such repair. Any damage to Tables with a
         manufacture date prior to ******* *, ****, 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 August 31, 1999.
         Lorad shall report any physical damage to USSC at the time of Lorad's
         inspection process, regardless of manufacture date, for payment
         assessment. Notwithstanding the foregoing, USSC shall not be
         responsible for damage to Tables manufactured after ******* *, ****
         resulting from age or otherwise not directly or indirectly caused by
         USSC or its agents.

3. Pick-Up. 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 * Tables will be picked up by Lorad and Lorad will take title and
possession 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 ***** **, ****.

4.    Representations and Warranties.

   (a)   USSC and Tyco jointly and severally represent and warrant to Lorad:

      (i) that USSC is the true, legal and beneficial owner of the Tables and
      that USSC has not previously sold or transferred any or all of the Tables
      to any third party, has not pledged, mortgaged, hypothecated or otherwise
      encumbered any or all of the Tables, and has not granted any third party
      any liens, security interests or other interests, contingent or otherwise,
      in or with respect to any or all of the


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<PAGE>

      Tables. Upon the closing of the purchase and sale of the Tables pursuant
      to this Agreement and other than as set forth in this Agreement neither
      USSC nor Tyco shall have any further interest in the Tables and Lorad
      shall be the sole legal and beneficial owner of the Tables, subject to no
      liens, encumbrances, claims, security interests or restrictions
      whatsoever;

      (ii) that USSC is a corporation duly organized, validly existing, and in
      corporate good standing under the laws of the State of Delaware and that
      Tyco is a company duly organized and validly existing in its jurisdiction
      of formation;

      (iii) that each of USSC and Tyco has full power and authority to enter
      into this Agreement and to perform all of its agreements and obligations
      under this Agreement. This Agreement has been duly executed and delivered
      by USSC and Tyco, and constitutes the legal, valid, and binding obligation
      of USSC and Tyco enforceable against USSC and Tyco in accordance with its
      terms, except as the enforceability thereof may be limited by any
      applicable bankruptcy, reorganization, insolvency or other laws affecting
      creditors' rights generally or by general principles of equity;

      (iv) that the execution and delivery of this Agreement and the
      consummation by USSC and Tyco of the transactions contemplated hereby will
      not (A) violate or conflict with any provision of the Certificate of
      Incorporation, By-laws or other charter documents of USSC or Tyco, each as
      amended to date; or (B) constitute a violation of, or be in conflict with,
      or constitute or create a default under, or result in the creation or
      imposition of any encumbrance upon any property of USSC or Tyco pursuant
      to (x) any agreement or instrument to which USSC or Tyco is a party or by
      which USSC or Tyco or any property of USSC or Tyco is bound, or (y) any
      statute, judgment, decree, order, regulation or rule of any court or
      governmental or regulatory authority;

      (v) that neither USSC nor Tyco has any stereotactic tables in its
      inventory other than (A) the Tables and the Charity Tables (which in the
      aggregate do not exceed ***) and (B) up to 10 tables maintained for
      demonstration purposes and not offered for sale;

      (vi) that the Tables include no more than *** tables with a manufacture
      date prior to January 1, 1998;

      (vii) that the Charity Tables are comprised of the oldest tables held by
      USSC, that the Charity Table program began in October 1998 and ended on
      March 12, 1999, and that as of the date hereof all Charity Tables are
      committed to end-users;

      (viii) that USSC has provided to Lorad a true and correct copy of the
      Novation Contract as in effect as of the date hereof; and


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<PAGE>


      (ix) that the transactions contemplated by Section 8 below do not and will
      not require the approval of Novation LLC (or any Novation participant).

   (b)   Lorad represents and warrants to USSC:

      (i) that Trex Medical Corporation ("Trex Medical") is a corporation duly
      organized, validly existing, and in corporate good standing under the laws
      of the State of Delaware;

      (ii) that Trex Medical has full power and authority to enter into this
      Agreement and to perform all of its agreements and obligations under this
      Agreement. This Agreement has been duly executed and delivered by Trex
      Medical, and constitutes the legal, valid, and binding obligation of Trex
      Medical enforceable against Trex Medical in accordance with its terms,
      except as the enforceability thereof may be limited by any applicable
      bankruptcy, reorganization, insolvency or other laws affecting creditors'
      rights generally or by general principles of equity;

      (iii) that the execution and delivery of this Agreement and the
      consummation by Trex Medical of the transactions contemplated hereby will
      not (A) violate or conflict with any provision of the Certificate of
      Incorporation or By-laws of Trex Medical , each as amended to date; or (B)
      constitute a violation of, or be in conflict with, or constitute or create
      a default under, or result in the creation or imposition of any
      encumbrance upon any property of Trex Medical pursuant to (x) any
      agreement or instrument to which Trex Medical is a party or by which Trex
      Medical or any property of Trex Medical is bound, or (y) any statute,
      judgment, decree, order, regulation or rule of any court or governmental
      or regulatory authority.

5. Releases. Except for the obligations set forth in this Agreement, Lorad
hereby releases and forever discharges USSC and Tyco, and their respective
successors, assigns, agents, employees, principals, directors, officers,
stockholders, attorneys, affiliates, and related companies from the royalty
payment obligations as set forth in the Distributorship Agreement. Lorad also
releases USSC from certain current outstanding debt payments owed to Lorad
valued at $******** which debt is described on Schedule 5 hereto. USSC agrees to
pay all other debt outstanding as of the date hereof owed to Lorad in the
ordinary course of business but in any event prior to *** **, **** which the
parties acknowledge is equal to $********. USSC agrees to pay all debt owing to
Lorad which may arise after the date hereof on time in the ordinary course of
business. Each of Tyco and USSC acknowledges it has no claim against or right to
any reserves maintained by Lorad in respect of any tables (including the Tables)
held in USSC or Tyco inventory. Except for the obligations set forth in this
Agreement, each of Tyco and USSC releases and forever discharges Lorad, its
successors, assigns, agents, employees, principals, directors, officers,
stockholders, attorneys, affiliates, and related companies from any debt or
other obligations owed to USSC, including those set forth in the Distributorship
Agreement.

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<PAGE>


6. Trade Shows. Lorad will work with USSC at trade shows where USSC has acquired
booth space and will be promoting stereotactic biopsy. Lorad will provide the
most current version of its stereotactic tables, stages, and DSM work stations
for demonstration purposes at the conventions listed below. For the following
shows, Lorad will provide, at Lorad's expense, shipment of the equipment to the
show, set-up of equipment, dismantling of the equipment and shipment back from
the show. Equipment to be displayed will be mutually agreed upon between Lorad
and USSC.

      Steve  Parker                     2/08/99  - 2/12/99  2 stages,  2 DSM
      Fourth  Annual  BreastConference  2/11/99 - 2/14/99   2 tables, 1 stage
      SSO                               3/5/99 - 3/6/99     1 table
      Spring ACS                        4/25/99 - 4/28/99   3 tables
      RSNA                              11/28/99 - 12/3/99  3 tables

Additional shows, such as the AORN scheduled for April 1999, may be added if
mutually agreed upon. All expenses related to the booth at conventions will be
paid by USSC. Lorad will be able to provide appropriate personnel at conventions
for equipment demonstration at Lorad's discretion.

7.    Support.

   (a)   Lorad will provide stereoguide tables and product support for formal
         physician and/or sales training at USSC's headquarters. Lorad's support
         responsibility will consist of shipment of demonstration tables to
         USSC, set-up, dismantle, and return shipment. In addition, Lorad will
         provide appropriate personnel for the training. The number of training
         programs will be mutually agreed upon between Lorad and USSC. As of the
         Effective Date, all new customer application and re-application
         stereotactic operational training for the Current Inventory Tables will
         be Lorad's responsibility and expense. Application and re-application
         device training on Current Inventory Tables, i.e, MIBB/ABBI training,
         will be performed by USSC personnel at USSC's cost or, alternatively,
         at USSC's discretion, a purchase order will be issued by USSC to Lorad
         requesting Lorad to perform such training. At Lorad's discretion, Lorad
         will include tuition for up to **** (*) physicians at a rate up to
         $**** per physician with the purchase of a full Current Inventory Table
         by any one of the following institutions: Johns Hopkins (MD), Moffitt
         Center (FL), Cabrini Center (NY), St. Joseph (FL), Rose (CO), Tuckahoe
         (VA), University of Nebraska (NE), Good Samaritan (AZ), and any other
         institutions with CME accredited programs.

   (b)   Additional support from Lorad will include the following:

       (i)   **** (*)days versus ***** (*) days of operational and device
             applications on-site training when a sold Current Inventory Table
             includes an ABBI and a MIBB device;

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<PAGE>

       (ii)  ***** (*) days of operational and device applications on-site
             training when a sold Current Inventory Table includes a MIBB only
             device
       (iii) *** (**) Windows NT upgrades for selected USSC demonstration and
             training systems, at Lorad's expense;
       (iv)  **** (*) DSM Windows NT upgrades to support USSC trade show units,
             at Lorad's expense; and
       (v)   re-application requests for the first ***** (**) USSC customers
             following the date of this Agreement will be re-priced from travel
             and expense plus $*** per day to travel and expense plus $*** per
             day.

      (c) The ****** (**) Tables in USSC inventory that are stereotactic table
      only units will be refurbished by Lorad so that such Tables meet the
      specifications for such tables as of the date of original manufacture.
      These ****** (**) Tables will not be subject to Lorad's current standard
      warranty but will be subject to a warranty to be reasonably determined by
      Lorad after inspection of such Tables based on the current condition of
      such Tables. In the event any of these Tables are sold to Novation the
      warranty will be the warranty established by Lorad pursuant to the
      foregoing sentence as opposed to Lorad's standard customer warranty.

      (d) USSC shall compensate its sales representatives at the rate of $****
      per stereotactic table sold ($**** if such table includes a MIBB) with
      respect to sales of stereotactic tables sold (irrespective of installation
      date) on or prior to ******* *, ****. USSC and Lorad shall cooperate in
      good faith to jointly develop on or before September 15, 1999 a mutually
      acceptable quarterly sales program to compensate their respective sales
      organizations in connection with sales of stereotactic tables sold after
      October 1, 1999. The parties acknowledge and agree that the purpose of
      these payments is to improve the working relationship between Lorad and
      USSC field personnel in selling stereotactic tables and related consumable
      devices.

8.    Novation Contract.

      (a)   Lorad will make Tables available to USSC to enable USSC to honor its
            contract with Novation for a period of 36 months commencing as of
            the date of this Agreement. USSC may buy Tables from Lorad for the
            account of USSC for supply to Novation for $***** per Table as
            currently configured in USSC's inventory as of the date of this
            Agreement. USSC will not buy Tables from Lorad where orders for
            stereotactic tables are accepted by USSC for the account of Lorad as
            outlined in Section 8(b) below. Lorad will be responsible for
            payment of dealer compensation and installment costs of $***** for
            each stereotactic table sold to Novation. The stereotactic tables
            sold to Novation will reduce the Additional Consideration as
            described in Section 2 above. Tables sold to Novation will in the
            first instance be supplied from the Tables repurchased from the USSC
            inventory; provided that Lorad

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<PAGE>

            reserves the right at Lorad's discretion to supply tables sold to
            Novation from other Lorad inventory. Lorad will pay any dealer
            warranty and installation fees directly arising pursuant to the
            terms of the Novation Contract (as such contract in effect as of the
            date hereof and reviewed by Lorad prior to the date hereof). Subject
            to Section 7(c), the warranty on tables sold to Novation will be
            Lorad's current standard customer warranty and will begin at date of
            installation.

      (b)   USSC agrees that every other order for a stereotactic table received
            by USSC from Novation will be accepted for the account of Lorad. For
            example, if Novation orders five tables from USSC, tables one,
            three, and five shall be for the account of USSC and tables two and
            four shall be accepted for the account of Lorad and assigned to
            Lorad. In connection therewith, for sales accepted for the account
            of Lorad, Lorad shall be entitled to, and USSC shall pay or require
            Novation to pay to Lorad directly, the initial deposit of $*****
            required under the Novation Contract as well as the monthly lease
            payments (including any late fees, penalties, or interest which may
            accrue thereunder) in respect of such table for the term of the
            lease (including any extensions or renewals to such lease). Any
            payments received by USSC from Novation in respect of sales accepted
            for the account of Lorad shall be held in trust for Lorad and
            forwarded to Lorad within fifteen (15) business days of receipt.
            Payments received by USSC but not forwarded to Lorad within fifteen
            (15) business days 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. Upon
            Lorad's request, USSC shall provide a written accounting of Novation
            orders to Lorad.

      (c)   USSC guaranties all payments due to Lorad in respect of Novation
            sales or leases accepted by USSC for the account of Lorad and USSC
            agrees to pay to Lorad all amounts owed in respect of such leases
            regardless of whether such amounts have actually been received by
            USSC from Novation USSC agrees to indemnify and hold harmless Lorad
            (or any of its affiliates or successors and assigns) from and
            against any and all liability, loss, damage and expense in
            connection with, or arising out of, Lorad's agreement, at the
            request of USSC, not to seek the prior written approval of Novation
            with respect to the arrangements set forth in this Section 8 or
            elsewhere in this Agreement.


9 (a). Installed Base. Lorad has supplied USSC with a list of the current
installation base of stereoguide tables and will update this list regularly.
USSC may work directly with Lorad distributors to develop an incentive program
to promote the packaging of MIBB's with Lorad tables.

9 (b). Charitable Donations. USSC will retain ** stereotactic tables
manufactured by Lorad with serial numbers as listed on Schedule 9(b) hereto in
its inventory for

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<PAGE>

previously committed hospitals as charitable donations or competitive system
(e.g., Fischer) tradeouts (the "Charity Tables"). The end-user and USSC shall be
responsible for all costs of installation, training, support, warranty,
applications, and service in respect of Charity Tables. Lorad shall have no
responsibility, liability, or obligation in respect of Charity Tables. USSC
agrees to indemnify and hold harmless Lorad (or any of its affiliates or
successors and assigns) from and against any and all liability, loss, damage and
expense in connection with the Charity Tables or any other tables other than the
Tables. USSC shall apply the FIFO inventory method to the Charity Tables. The
Charity Tables shall be comprised of the oldest manufacture date tables.

10 (a) ABBI Upgrade. Lorad will allow USSC to sell ABBI upgrade kits that will
enable all stereoguide tables manufactured by Lorad existing as of the date of
this Agreement that are already installed in the field (or already sold by USSC
but not yet installed in the field) without an ABBI kit to utilize the ABBI. The
ABBI upgrade kit will be available to USSC for $***** per table unit and *****
will be responsible for compensating Lorad dealers for installation and
calibration at their customary prices and for providing *** (*) days operational
and device application training for each new customer. Lorad dealers will also
be able to sell the same kit to end customers.

10 (b) DSM Upgrade. USSC shall be entitled to purchase up to *** (*) new DSM NT
workstation upgrades for the purpose of upgrading USSC customers that USSC/Lorad
have committed to upgrade. USSC will be entitled to purchase the DSM NT upgrade
for a per unit price of $***** on or before **** *, ****.

10(c) New MIBB Purchases by Lorad. USSC agrees to sell MIBB devices to Lorad for
a purchase price per unit equal to $**** for a period ending on the first
anniversary of the date of this Agreement. Thereafter the price for such devices
shall be mutually agreed upon by the parties.

10(d) Lorad Warranty. Lorad agrees to provide its current standard warranty to
all Lorad manufactured stereotactic tables previously sold by USSC (other than
Charity Tables for which Lorad provides no warranty whatsoever) but not
installed as of the date hereof for a period of twelve (12) months commencing on
the date of installation. Warranty on Lorad manufactured stereotactic tables
previously sold by USSC and installed on or prior to the date of this agreement
shall remain subject to Lorad's standard product warranty for a period of twelve
months commencing the date such tables were first installed.

11. Business Relationship. Lorad and USSC will work together to develop a plan
to educate their respective sales forces and the Lorad dealer distribution
network regarding the new Lorad/USSC relationship. This plan will set forth
clearly defined roles and responsibilities to facilitate sales to qualified
prospects. USSC will compensate USSC table specialists and full line
representatives for table prospects that result in sales of stereotactic tables
through Lorad. Lorad will not owe any commissions in respect of any such sales.
The parties' relationship shall not be construed to constitute a partnership or
joint venture. Neither party shall have the right to enter into any contracts

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<PAGE>

or commitments in the name of or on behalf of the other party, or to bind the
other party in any respect whatsoever. Lorad shall use reasonable commercial
efforts to supply USSC with a prospect listing for potential ABBI/MIBB
installations. USSC and Tyco shall use reasonable commercial efforts to supply
Lorad with a prospect listing for potential stereotactic table sales.

12. No Other Agreements. This Agreement constitutes the full and complete
agreement of the parties with respect to the subject matter and supersedes all
prior understandings, agreements, and communications (whether oral or written)
by and between the parties pertaining to such subject matter, including without
limitation the Distributorship Agreement and the letter of intent dated January
4, 1999 between Lorad and USSC.

13. Public Announcements. This Agreement is confidential and may not be
disclosed by any party, provided however, each of the parties may, to the extent
required by law or applicable stock exchange rules, make disclosures regarding
the transactions contemplated by this Agreement, including the signing hereof.

14. Expenses. The parties will each bear entirely their respective out-of-pocket
expenses incurred in connection with this Agreement including legal and other
fees.

15. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts (without reference to conflict or choice of law
provisions). The parties each consent to the jurisdiction of the federal and
state courts of the Commonwealth of Massachusetts with respect to any disputes
arising under this Agreement, or the transactions contemplated hereby or
thereby.

16. Successors and Assigns. This Agreement, and each and every provision hereof,
shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or referred to in this
Agreement will be construed to give any person other than the parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement. This Agreement and all of
its provisions and conditions are for the sole and exclusive benefit of the
parties to this Agreement and their respective successors and assigns.

17. Amendments. This Agreement may be amended, modified, or supplemented only by
a written instrument executed by each of the parties.

18. No Waiver. The failure of any party to insist upon strict performance of a
covenant hereunder or of any obligation hereunder, irrespective of the length of
time for which such failure continues, shall not be a waiver of such party's
right to demand strict compliance in the future. No consent or waiver, express
or implied, to or of any breach or default in the performance of any obligation
hereunder, shall constitute a consent or waiver to or of any other breach or
default in the performance of the same or any other obligation hereunder.

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<PAGE>

19. Limitation of Liability. No party shall be entitled to recover from any
party any special, incidental, consequential or punitive damages in respect of
any damages or loss that may result from any failure by any party to perform
such party's obligations hereunder.


20. Severability. The invalidity or unenforceability of any particular provision
of this Agreement will not affect the other provisions hereof, and this
Agreement will be construed in all respects as if such invalid or unenforceable
provision were omitted.


21. Survival. The representations and warranties set forth in this Agreement
shall survive the closing of the purchase and sale contemplated by this
Agreement.

22. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

23. Further Assurances. The parties agree (a) to furnish upon request to each
other such further information, (b) to execute and deliver to each other such
other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement.



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<PAGE>




       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/ John M. Brenna
                                 -----------------------------
                                    Name: John M. Brenna
                                    Title: President

                              UNITED STATES SURGICAL CORPORATION

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

                            TYCO HEALTHCARE GROUP, LP

                              By: /s/ Larry C. Heaton II
                                 --------------------------------
                                     Name: Larry C. Heaton
                                     Title: President, US Surgical Division