1 Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the original Employment Agreement, dated May 10, 1992, between Medex, Inc. (the "Company") and Michael J. Barilla (the "Employee") is hereby effective as of the date of execution herein.

   1
                                                                    Exhibit 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment to the original Employment Agreement, dated May 10,
1992, between Medex, Inc. (the "Company") and Xxxxxxx X. Xxxxxxx (the
"Employee") is hereby effective as of the date of execution herein.

                                    Recitals

A.       WHEREAS, Employee, who previously served as Vice President and acting
         Chief Financial Officer, has recently been elected Senior Vice
         President and Chief Financial Officer of the Company and the Company
         recognizes that Employee is a valuable resource for the Company and the
         Company desires to be assured of the continued service of Employee; and

B.       WHEREAS, Employee has concerns about the continuation of his
         employment and/or his status and responsibilities with the
         Company in the event of a possible or threatened change in
         control of the Company; and

C.       WHEREAS, the Company is concerned about the possible effect on Employee
         of the uncertainties created by any proposed or threatened change of
         control, whether approved by the Board of Directors or otherwise, and
         the possibility that Employee may be approached by others with
         employment opportunities.

D.       WHEREAS, Employee is willing to continue to serve as Senior Vice
         President and Chief Financial Officer but desires assurance that in the
         event of any such change in control, regardless of its approval by the
         Board of Directors, he will continue to have the responsibility and
         status he has earned.
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         THEREFORE, in consideration of the foregoing and other valuable
consideration, the parties agree to amend the original Employment Agreement as
follows:

1.       Delete Section 1(e) of the Employment Agreement.

2.       All other recitals, terms and conditions as set forth in the original
         Employment Agreement dated May 10, 1992, shall remain unchanged and in
         full force and effect.

         IN WITNESS WHEREOF, this Agreement has been executed on the 21 day of
 September, 1996.

                                                  Medex, Inc.

                                                  By: /s/ Xxxxxxx X. Xxxxx
                                                      --------------------------
                                                      Xxxxxxx X. Xxxxx
                                                  Its:  President & Chief
                                                        Executive Officer

                                                   /s/ Xxxxxxx X. Xxxxxxx
                                                   -----------------------------
                                                  Xxxxxxx X. Xxxxxxx, Employee