<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>AMENDMENT TO ASSET PURCHASE AGREEMENT

<TEXT>







                                  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

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