Amended and Restated Program Supplement Number I

by Hologic, Inc.
October 1st, 1999

                                                                    EXHIBIT 10.3


                       (Strategic Alliance Lease Program)

     This Amended and Restated Program Supplement Number 1 ("Restated
Supplement") is entered into between Hologic Inc., ("Seller") and Sanwa Business
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Credit Corporation ("Buyer"), effective as of April 15, 1998. This Restated
Supplement is made pursuant to, and shall constitute additional terms and
conditions to that certain Master Product Financing Agreement ("Master
Agreement") dated September 25, 1996, between Buyer and Seller. This Restated
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Supplement entirely replaces and supersedes Program Supplement Number 1 dated
September 25, 1996. The terms of this Restated Supplement are incorporated into
the Master Agreement as if set forth in full, and the terms of this Restated
Supplement will, with respect to the Program identified below ("Program"),
supersede and control over any conflicting terms of the Master Agreement and the
original Supplement. Capitalized terms used herein shall have the same meanings
given in the Master Agreement.

Program Designation: Strategic Alliance Lease Program
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Program Applicable to:
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     Equipment Model/Configuration;

          QDR4500C Acclaim Series (Model C) ["QDR 4500C"]

          Model QDR1000 Plus Series ["QDR1000"]

     Contract Summary:

          Term: 60 months

          Non-refundable deposit: $5,000 for Model QDR4500C; $3,000 for Model

          Free initial scans (during trial period): 100

          Fee per scan (in excess of free scans during trial period and for all
          scans after trial period): $50.00

          Trial period: 6 months

          Cancellation by Obligor: At any time during trial period; no fee;
          deposit retained.

          Conversion options (exercisable by Obligor):


               (1) Purchase Equipment for not less than Investment Balance

               (2) Convert to fixed monthly payment for term, with nominal
               purchase option ($1,750.00 minimum monthly rental amount for
               Model QDR 4500C; $1,500.00 minimum monthly rental amount for
               Model QDR 1000)

               (3) Convert to fixed monthly payment for term, with fair market
               value purchase option ($1,500.00 minimum monthly rental amount
               for Model QDR 4500C; $1,250.00 minimum monthly rental amount for
               Model QDR1000)

          Cancellation by Seller: Permitted after trial period, but prior to
          conversion, if billable scans are less than 35 per one month period
          for Model QDR4500C or less than 30 per one month period for Model QDR
          1000, and Obligor does not make rental payment of the minimum monthly
          rental amount for such month.

          All specified minimums may be adjusted by mutual agreement of Buyer
          and Seller.

Fair Market Value Purchase Price for Equipment/Contracts Covered by Program:
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     QDR4500C:  $70,000.00 per unit

     QDR1000:  $56,000.00 per unit

Attributed Rent for Equipment/Contracts Covered by Program:
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     Model QDR 4500C: $5,000.00 non-refundable deposit (paid at closing); $0.00
     months 1 - 6; $1,500.00 months 7-60.

     Model QDR 1000: $3,000.00 non-refundable deposit (paid at closing); $0.00
     months 1-6; $1,250.00 months 7-60.

As-Placed Investment Schedule:
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     Model QDR 4500C

     Model QDR 1000


Residual Investment:
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     Model QDR 4500C $17,500.00 per unit

     Model QDR 1000 $5,600.00 per unit

Additional/Superseding Provisions Applicable to Program:
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     1 .  Additional Definitions.

          "Excess Rentals" has the meaning given in this Supplement. (Excess
     rentals are for the account of Hologic).

          "Fee Per Scan Contract" means any Contract purchased pursuant to this
     Restated Supplement under which the Obligor has not exercised a conversion
     option consistent with the Contract Summary section of this Restated

          "Non-Performing Contract" means a Fee Per Scan Contract under which
     the average amount of Rent due over any three (3) month period occurring
     after the trial period is less than $1,750.00 per month for Model QDR4500C
     or less than $1,500.00 per month for Model QDR1000.

          "Off-Lease" has the meaning given in this Restated Supplement.

          "Remarket" or "Remarketing" has the meaning given in this Restated


          "Remarketing Proceeds" has the meaning given in this Restated


     2.   Additional Eligibility Provisions. The following additional
          requirements apply with respect to the Contracts, Payments and
          Equipment subject to this Program.

          Contract Provisions. The Contract [is in the form of Exhibit A hereto,
     has not been modified or amended from such form, and] unconditionally
     provides that:

          1 . The terms of the Contract conform to the terms specified in the
          Contract Summary section of this Restated Supplement;

          2.  All taxes, governmental charges, fines and fees will be paid by
          the Obligor;

          3.  The Obligor will maintain casualty and theft insurance with
          respect to the Equipment in an amount not less than the greater of the
          replacement cost of or Investment Balance of such Equipment. The
          insurance will either be separate policies that name Hologic and its
          assignees as loss payee or be blanket policies sufficient to cover the


     3.  Fee Per Scan Information.  Hologic agrees to provide SBCC with meter
     counts and information upon which billings may be rendered for Fee Per Scan
     Contracts.  Hologic acknowledges that SBCC may rely upon such information
     in billing for and allocating Payments due under Fee Per Scan Contracts.
     SBCC may use whatever means as are available to it to obtain and verify
     such information if not so provided by Hologic, and Hologic will reimburse
     SBCC for all costs and expenses incurred in connection therewith.

     4.  Non-Performing and Terminated Contracts, Repositioning. If a Contract
     becomes a Non-Performing Contract or the Contract is terminated prior to
     its initial scheduled term (but not terminated in connection with a
     prepayment in full or conversion to a Converted Contract) and upon Buyer's
     request or at Seller's option, with Buyer's consent (which will not be
     unreasonably withheld), Seller will "Reposition" the Equipment
     covered by the Contract by (i) recovering possession of the Equipment and
     (ii) attempting to place such Equipment with a different lessee, user or
     purchaser in the same manner as if the Seller were Remarketing the
     Equipment under paragraph 5 of this Restated Supplement. Upon Seller's
     successful Repositioning of Equipment, any resulting lease or rental
     contract will constitute a replacement for the Contract originally relating
     to the Equipment and any payments under the new contract will be treated
     and applied as Payments with respect to the Equipment (any payments in
     excess of the applicable Attributed Rentals will however, be applied first
     against any future Attributed Rentals for which there is no corresponding
     required payment under the replacement contract). Upon the successful
     Repositioning of any Equipment by sale, the proceeds of such sale will be
     applied in an inverse order of maturity against the unpaid Investment
     Balance for the Equipment.

     5.  Remarketing. The following provisions will apply with respect to
     Contracts and Equipment covered by this Restated Supplement:

               (a) Appointment, Priority.  Buyer hereby appoints Seller as its
         agent, to Remarket Equipment covered by this Restated Supplement for a
         term commencing with the date of this Restated Supplement and
         continuing until each item of Equipment subject to Remarketing is sold
         to the then Obligor or other end user, and the provisions of this
         Section will apply with respect to the Remarketing of Equipment during
         such term. The terms "Remarket" or "Remarketing" as used herein will
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         mean the re-lease, rental, lease and sale of Equipment as provided in
         this Section 3, on prices, terms and conditions acceptable to Buyer.
         Seller shall use its best efforts to Remarket Equipment. No priority
         is required to be given by Seller to Remarket Equipment owned by
         Buyer, but Seller shall not discriminate against Buyer in favor of any
         new or used equipment or upgrades owned managed or remarketed by
         Seller. Seller will not replace any Equipment owned by Buyer with
         Equipment owned by Seller or any other third party that performs,
         substantially the same functions as Buyer's Equipment (e.g. no "like
         for like" replacements).


                (b) Off-Lease Equipment, Duties. At such time as the
          Contract or-other agreement covering any item of equipment
          covered by this Restated Supplement ceases to be subject to a
          Contract, renewal or extension. of a Contract or a rental or
          lease agreement, the Equipment covered by such Contract or
          agreement will be deemed "Off-Lease" and Seller will diligently
          perform the following Remarketing services with respect to each
          such item of Equipment:

                    (i) Take possession of Off-Lease Equipment as it
                becomes Off-Lease and exercise such of the lessor's remedies
                under the appropriate Contract as Buyer may request.

                    (ii) Transport, store, refurbish, perform such service and
                repairs as necessary to place the Equipment in proper working
                order, and otherwise perform such duties as set forth in Section

                    (iii) Certify the Equipment to the Remarketing lessee or
                purchaser for inclusion under the Equipment manufacturer's
                standard maintenance policy;

                    (iv) Seek new rental customers or purchasers for the
                Equipment (including, but not limited to, arranging for the
                transportation, storage, maintenance and installation of the
                Equipment, and making available to any Obligor or such operating
                and other software, service, and maintenance, spare parts, and
                training as necessary).

                (c)  Reporting. Seller will provide periodic market reports to
          Buyer, which will be prepared to the best of Seller's knowledge and
          will show summaries of market information for goods comparable to any
          Equipment which were offered, represented, sold or brokered by Seller
          during the previous period, including average sale price information
          by model and the number of units held for disposition and number of
          units actually disposed of in such period. Seller also will provide to
          Buyer, for any month in which Seller Remarkets Equipment, a monthly
          Remarketing report, which will cover in detail (i) a listing of
          Equipment which became Off-Lease Equipment and Equipment which was
          Remarketed during the prior month, and (ii) an inventory description
          showing as of the last day of the prior month, the number of and
          model(s) of all units of Off-Lease Equipment covered by this Restated

                (d) Removal, Refurbishing. Seller's refurbishment duties
          hereunder a duty to return the Equipment to an attractive shall
          include, but are not limited to, appearance suitable for Remarketing,
          and a duty to cause such Equipment to perform in accordance with
          applicable product and certification specifications for new equipment
          of the same model. Seller shall update all Equipment subject to


          Remarketing to incorporate changes or new version releases of software
          and/or microcode which affects the Equipment's value, compatibility,
          performance, ability to be upgraded, or ability to accept
          interchangeable parts. Seller shall also provide all engineering
          changes made to substantially all other equipment of the same model
          for which Buyer shall not pay greater charges than Seller's reasonable
          and customary charges for any such services and products for equipment
          similar to the Equipment and for customers similar to Obligors. Seller
          shall refurbish Off-Lease Equipment on a schedule sufficient to make
          items of refurbished Equipment available to satisfy orders for
          Equipment of the same type as the same are received by Buyer or
          Seller. Upon the re-lease of Off-Lease Equipment, Seller shall
          install, or cause to be installed, such Equipment at the Obligor's
          place of business. Hologic's total costs to refurbish/remarket, the
          Equipment is limited to what's recoverable to Hologic.

                (e) Terms of Remarketing. Any proposed Remarketing of Equipment
          will be with parties and upon terms (including but not limited to
          price or rental term) and conditions satisfactory to Buyer in its
          discretion. Prior to any proposed Remarketing, Seller will transmit to
          Buyer for approval:

                    (i) The identity of those prospective lessees, users or
                purchasers who are considered reasonable prospects to lease or
                purchase Equipment, setting forth the name (and address if
                reasonably available) of each such party;

                    (ii) A copy of each proposed lease, renewal, extension or
                contract for the sale of the Equipment, as the case may be,
                together with a copy of any other agreement that may exist or be
                under consideration between Seller and each proposed lessee,
                user or purchaser, as the case may be, relating to the Equipment
                or the leasing or sale thereof; and

                    (iii)  Sufficient credit information (as may be reasonably
                requested by Buyer and which can be reasonably provided by
                Seller) with respect to each proposed lessee, user or purchaser
                to enable Buyer to make an informed judgment as to the
                prospective lessee's, user's or purchaser's creditworthiness, it
                being understood that any such information will be provided
                without any warranty as to the accuracy of such information.

                Buyer will notify Seller in writing prior to the seventh (7th)
          business day after Buyer receives the information described above of
          its approval of any or all of the transaction proposed by Seller.
          Failure to so notify Seller within such period of its approval of any
          proposed transaction will constitute disapproval of any transaction
          will be in Buyer's sole discretion.

                (f) Documentation. Upon the Remarketing of any Equipment, Seller
          will deliver promptly to Buyer, in the case of a cash sale, the
          executed contract for the sale of the Equipment and all other
          documents effecting or evidencing such


          sale, and the collected sale proceeds immediately following such date
          of sale, and in the case of a re-lease or an installment sale:

                    (i) Each original executed lease, installment sale agreement
                or document of extension or renewal with respect to the

                    (ii) All other documents, including executed financing
                statements in appropriate form for filing and releases of any
                Liens, necessary or appropriate to evidence and record Buyers
                title and interest in the Equipment, the Contract, all monies
                due under the Contract and all proceeds of all of the foregoing;

                    (iii) An executed assignment to Buyer of each lease or
                installment sale agreement

                    (iv) An installation certificate to the effect that such
                Equipment has been installed, is ready for use and has been
                unqualifiedly accepted by the lessee purchaser or user;

                    (v) A letter in the form attached hereto to the Agreement as
                Exhibit A to each purchaser or lessee signed by an authorized
                representative of Seller notifying such purchaser or lessee of
                the assignment to Buyer of Seller's rights under the lease or
                installment sales agreement.

                (g) Rates. In establishing rental or sales rates for the
          Remarketing of any item of Equipment, Seller shall apply rates that,
          in its best commercial judgment, are the most favorable rates
          obtainable for equipment of the same type. Seller shall not offer any
          credits or discounts to lessees or purchasers of Off-Lease Equipment.

                (h) Remarketing Proceeds. All proceeds of any Remarketing, net
          of sales, use, property, excise, ad valorem, or similar taxes
          ("Remarketing Proceeds") shall be Buyer's property and shall, if
          received by Seller, be immediately remitted to Buyer by Seller, in the
          form in which they were received. However, Seller will be entitled to
          receive such of its documented out-of-pocket costs as have been
          approved by Buyer and incurred in connection with the Remarketing of
          such Equipment, but in no event will the aggregate of such amounts
          (exclusive of Equipment transportation costs) recoverable by Seller
          with respect to any item of Equipment exceed thirty percent (30%) of
          the Remarketing Proceeds for such Equipment.

                (i) Communications With Obligors. Buyer may communicate directly
          with an Obligor, lessee or user of Equipment if Seller fails to
          perform any of its Remarketing duties with respect to the Equipment.


                (j) Brokers, Termination of Remarketing. With respect to any
          Off-Lease Equipment and with prior notice to Seller, Buyer may arrange
          sales to brokers or dealers. If Buyer arranges a sale of such
          Equipment and notifies Seller before Seller Remarkets such Equipment
          to an end-user, Buyer will be free to conclude such sale. Further, if
          any item of Equipment subject to Remarketing due to the occurrence of
          an Obligor Default is Off-Lease for a period of ninety (90) days or
          more, or if any item of Equipment subject to Remarketing due to any
          other reason is Off-Lease for a period of sixty (60) days or more,
          Buyer may, upon ten (10) days prior written notice, notify Seller of
          Buyer's intention to Remarket such Equipment. If Seller fails to
          Remarket the item within such ten (10) days, Buyer or its designee may
          remarket such item of Equipment on its own behalf. In the event Buyer
          arranges a sale of Equipment to a broker or dealer or undertakes to
          remarket any Equipment, Seller shall only be entitled to receive
          payment of its permitted costs and expenses as provided under Section
          3(h). Seller will not be entitled to any other compensation in
          connection with the Remarketing of such Equipment and all Remarketing
          Proceeds will be for the Buyer's account. Notwithstanding any sale to
          a broker or dealer or any undertaking to remarket by Buyer, Seller
          agrees that it will make available to Buyer and to any lessee,
          purchaser or user of Equipment, at prevailing commercial rates, all
          services, parts, attachments, maintenance and upgrades as it generally
          makes available to owners or users of similar equipment.

               (k) Overseas Transactions. If conversion of the Equipment to a
          different model or modification of the Equipment to allow its use in
          any country other than the United States is required in connection
          with any remarketing, Seller will undertake such conversion, with
          Buyer's prior written approval, but the cost thereof will be paid by
          Buyer. Buyer may require that some or all of such Off-Lease Equipment
          be transported by Seller to destinations outside the United States. In
          the event Buyer requests that Equipment be transported outside the
          United States, then Buyer will be responsible for the costs of such

     4.   Application of Remarketing Proceeds: Revenue Sharing. All REMARKETING
     SUPPLEMENT net of any costs payable to Seller under Section 5(h), will be
     applied in an inverse order of maturity against the unpaid Investment
     Balance for the Equipment.  Provided that Seller continues to Remarket
     Equipment which is subject to this Restated Supplement; after the
     Investment Balance for such Equipment has been reduced to zero, all
     Remarketing Proceeds, and other proceeds received by Buyer from or on
     account of such Equipment and/or related Contracts shall be payable as
     follows and in the following order:

          (a) To the payment of all unpaid sums due and payable to Buyer from
     Seller; then

          (b) 30% to Buyer and 70% to Seller.


BINDING EFFECT; RATIFICATION. This Restated Supplement shall be binding upon and
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inure to the benefit of Buyer and Seller and their respective permitted
successors and assigns. Buyer and Seller each acknowledge that the Master
Agreement is in full force and effect and ratify the same. Except as
specifically provided to the contrary under this Restated Supplement, the Master
Agreement shall apply to and govern all purchases made under this Restated

("Seller")                           ("Buyer")

By:  /s/ Glenn P. Muir               By:  /s/ Thomas P. McGlinch
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Title: Vice President/Treasurer           Title: Vice President