EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT  dated as of May 12, 2000  between GARY A. LEVIN,
M.D.,  residing at 120 Cobblestone  Court Novato,  CA 94945  ("Executive"),  and
INTERACTIVE HEART MANAGEMENT CORP., a Delaware  corporation having its principal
office  at  100  Metro  Park  South,  Third  Floor  Laurence  Harbor,  NJ  08878
("Company") and;

         WHEREAS,  Company and Executive desire to provide for the employment of
Executive by the Company on the terms and conditions set forth herein; and

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants contained in this Agreement,  it is agreed between the Company and the
Executive as follows:

1.       EMPLOYMENT.

         The Company,  subject to the approval of this Agreement by the board of
directors of Q-med,  Inc., a Delaware  corporation and the parent of the Company
("Q-med")  hereby employs  Executive as its  "Executive  Vice President - Sales,
Marketing  and  Business  Development"  to supervise  and control the  planning,
marketing  and  sales  of  the  Company's   services  to  managed   health  care
organizations, insurance companies, provider organizations and others during the
Term hereof, as defined below and Executive herby accepts such employment.

2.       EFFECTIVE DATE.

         This  Agreement  shall  become  effective  as  of  May  12,  2000  (the
"Effective Date"),  provided that the duties of Executive and the obligations of
the Company  hereunder  shall not commence until Executive has complied with all
terms  relating  to the  termination  of his  present  employment  and  has  the
unrestricted  right  to  enter  into  this  Agreement  and  perform  Executive's
obligations hereunder. This Agreement shall be deemed void if Executive does not
assume his responsibilities hereunder on a full time basis on or prior to August
31, 2000.

3.       TERM OF EMPLOYMENT.

         Unless  earlier  terminated  pursuant to Section 8 hereof,  the term of
employment  under  this  Agreement  shall be  commence  upon  the date  that the
Executive assumes his full time  responsibilities  as Executive Vice President -
Sales,  Marketing and Business Development (the "Start Date") and shall continue
from  the  Start  Date to  November  30,  2001  (the  "Term").  The Term of this
Agreement  shall  thereafter be  automatically  renewed for  successive one year
periods.  After November 30, 2001, and  notwithstanding the automatic renewal of
the  Agreement  as set  forth  hereinabove,  either  party  may  terminate  this
Agreement by giving the other party notice of termination  not less than 45 days
prior to the effective date of such termination.

4.       DUTIES.

                                       1
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

         4.1 In his capacity as "Executive Vice President - Sales, Marketing and
         Business Development", Executive shall use his best efforts to see that
         all reasonable  orders and resolutions of the board of directors of the
         Company (the  "Company's  Board")  within the scope of the  Executive's
         supervision  and  control  (unless any such order or  resolution  shall
         provide otherwise) are carried into, and, in general, shall perform all
         duties  incident to the office of  "Executive  Vice  President - Sales,
         Marketing  and Business  Development."  All of  Executive's  powers and
         authority  in  any  capacity  shall  at all  times  be  subject  to the
         reasonable direction and control of the Company's President.

         4.2 The Executive,  if elected and if covered by officers and directors
         liability  insurance,  shall serve as a member of the Company's  Board,
         the  board of  directors  of Q-med,  or any  affiliate  of the  Company
         provided that nothing in this section shall be construed to require the
         nomination of Executive as such.

         4.3  Executive  shall serve Company  faithfully  and to the best of his
         ability and shall devote substantially all of his business time, skill,
         efforts and  attention  during  business  hours,  unless  prevented  by
         illness or incapacitation, to the business affairs of Company.

         4.4 Provided the Company's  Board has not  reasonably  determined  that
         such  activities   interfere  with  his  duties  and   responsibilities
         hereunder,  nothing in this Agreement shall preclude the Executive from
         engaging in charitable and community affairs,  and/or from managing any
         passive  investment made by him in publicly traded  securities or other
         property.  For the purposes of the Agreement,  passive investment shall
         mean the beneficial  ownership of not more than 4.9% of the outstanding
         voting  stock of an entity  which is traded  on a  national  securities
         exchange or Nasdaq.  The  Executive may serve as a member of the boards
         of directors or as a trustee of any other  corporation,  association or
         entity  provided that, in the reasonable  judgment of the Executive and
         the Company's Board,  such activities do not conflict or interfere with
         his duties hereunder.

5.       COMPENSATION.

         For all services to be rendered by the Executive in any capacity during
the Term,  including  without  limitation,  services as an  executive,  officer,
director or member of any  committee of the  Company,  its  subsidiaries,  joint
ventures,  divisions and affiliates, the Executive shall be paid compensation as
follows:

         5.1 Salary.  Company shall pay Executive a base salary ("Base  Salary")
         as follows:  $205,000  per year for the period  beginning  on the Start
         Date.  Executive's  Base Salary may be increased,  but not decreased by
         the Board of Directors.  Once  increased,  such increased  amount shall
         constitute the Executive's Base Salary. Base Salary shall be payable in
         accordance with the regular payroll practices of the Company applicable
         to executive officers.

         5.2  Bonuses.

         (a) For the initial  period of the term beginning on the Start Date and
         ending

                                       2
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

         November 30, 2001, the Company shall pay Executive all or any part of a
         bonus which has been earned as a result of  Executive's  having met the
         goals set forth in  Schedule  1  attached  hereto  (the  "First  Period
         Bonus").  The  determination  as to whether the goals requisite to earn
         all or any portion of the First  Period Bonus were  attained,  shall be
         made in the good faith  assessment of the President of the Company and,
         shall be made by the 15th of each calendar  month  beginning the second
         full month  after the Start  Date.  Any  amounts  determined  to be due
         Executive  under  this  provision  shall be paid in a lump sum no later
         than the 90th calendar day following such determination.

         (b) In  addition,  during  the term of this  Agreement  and  commencing
         November 30, 2001, and for each successive year ending November 30, the
         Executive  and the  Company's  President  shall  develop a bonus  plan,
         acceptable  to the board of directors of Q-Med,  whereby the  Executive
         may earn an annual  bonus equal to 40% of the  Executive's  Base Salary
         for such year. The bonus plan for each such year shall have minimum and
         maximum   measurable   performance  goals  in  up  to  five  categories
         reasonably related to the Executive's duties and responsibilities under
         this  Agreement  and will  provide  for payment in a lump sum not later
         than February 28 of the year following the year in which such bonus was
         earned.

         (c) In addition, Executive shall receive such additional bonuses as may
         from time to time be approved by the Company's Board of Directors.

         5.3      Stock Options.

         Executive  will be granted  the  following  stock  options  pursuant to
Q-med's 1997 or 1999 Equity Incentive Plans (the "Plans"):

         (a) An initial  ten-year  option (the "Bonus Option") to purchase up to
         100,000  shares of Q-med common stock at an exercise price of $7.00 per
         share.  This  initial  option  shall vest and shall be  exercisable  by
         Executive in accordance with the Plans as follows:  33,333 on and after
         May 12, 2001; 33,333 on and after May 12, 2002; and 33,334 on and after
         May 12, 2003.

         (b) An  additional  ten  year  option  (the  "Performance  Option")  to
         purchase up to 60,000 shares of Q-med common stock at an exercise price
         of $7.00 per share which shall  immediately  vest and be exercisable in
         accordance with the Plans and upon the occurrence of following events:

                  i. the option to purchase  25,000 shares of Q-med common stock
                  shall immediately vest in the event the Company signs a letter
                  of intent and/ or contract with a California  health care plan
                  or  provider  system for the  management  of more than  50,000
                  Senior Equivalent Lives (defined below) by

                  December  31,  2000,  provided  a  binding  contract  for such
                  services is executed on or prior to March 31, 2001.;

                  ii. the option to purchase 15,000 shares of Q-med common stock
                  shall  immediately  vest on the date it is determined that the
                  Company reported

                                       3
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  Adjusted Net  Earnings  (defined on Schedule 2) for the fiscal
                  year ending November 30, 2001 exceeded $1.4 million; and

                  iii.  the option to  purchase  20,000  shares of Q-med  common
                  stock shall immediately vest on the date it is determined that
                  the  Company  reported   Adjusted  Net  Earnings  (defined  on
                  Schedule  2) for the fiscal  year  ending  November  30,  2002
                  exceeded $2.6 million.

         (c) Each of the criteria set forth in Sections 5.3 (i),  (ii) and (iii)
         shall be  independent  and shall  provide an  opportunity  for  vesting
         separate from each other.

         (d) None of the above  described  options  shall vest and said  options
         will not be exercisable unless Executive begins full time employment on
         or before August 31, 2000.

         (e) The board of directors of Q-med, in its sole discretion,  may grant
         such additional options to Executive as it deems appropriate.

         5.4 Other Compensation Plans and Programs.  Executive shall be eligible
         to  participate  in any  compensation  plan or program,  annual or long
         term, maintained by Company in which other senior executives of Company
         participate  on terms  comparable  to those  applicable  to such  other
         senior executives.

         5.5 Guaranty by Q-med. As further and material inducement for Executive
         to enter into this Agreement:

                  (a)  Q-med  hereby  unconditionally  guarantees  the  full and
                  prompt  payment of all amounts  which are due to Executive and
                  all amounts  which shall in the future become due and owing to
                  Executive  (or his  estate)  under this  Agreement  including,
                  without   limitation,   sums  due  under   Sections  5  and  8
                  (collectively the "Guaranteed Obligations").

                  (b)  Q-med's  guaranty  shall  not be  released,  impaired  or
                  affected by any modification, extension, amendment, release or
                  other alteration of any of the Guaranteed  Obligations of this
                  Agreement, nor by any agreements or arrangements whatever with
                  the  Company  or any one  else,  and the  liability  of  Q-med
                  hereunder  shall apply to the  Guaranteed  Obligations  as may
                  subsequently be altered or modified by the mutual agreement of
                  the Executive and the Company.

                  (c) No invalidity,  irregularity or unenforceability of all or
                  any part of the  Guaranteed  Obligations  (including,  without
                  limitation,   as  a  result  of  the   Company's   bankruptcy,
                  reorganization  or  insolvency,  or pursuant to any assignment
                  for  the  benefit  of  creditors,   receivership,  or  similar
                  proceeding  under any law or with respect to any party,  or by
                  any actions of a trustee in any said proceeding) shall affect,
                  impair or be a defense  to this  guaranty,  and this  guaranty
                  shall be a  primary  obligation  of Q-med  and  nothing  shall
                  discharge or satisfy the liability of Q-med  hereunder  except
                  the  full   payment   and   performance   of  the   Guaranteed
                  Obligations.

                                       4
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  (d) This guaranty is a continuing guaranty, which shall remain
                  effective until the Guaranteed Obligations have been satisfied
                  in full.

6.       BENEFITS.

         6.1 Benefit  Programs.  Executive  shall be eligible to participate in,
         under  the same or  similar  terms as are  generally  available  to the
         Company's  senior  executives  and to the  same  extent  as any and all
         executive  benefit  programs of the Company from time to time in effect
         are generally available to the Company's senior executives,  including,
         but not limited to, health (which shall include an annual  physical and
         which shall cover the  Executive's  dependents),  a policy of term life
         insurance  (with a minimum  death benefit of $25,000),  and  disability
         insurance   (guaranteeing   not  less  than  sixty   percent  (60%)  of
         Executive's then current Base Salary (adjusted for inflation during the
         time benefits are payable) upon Executive's  occupational or functional
         disability). The waiting period for health insurance will be waived, or
         if it can not under  the terms of the  Company's  plan be  waived,  the
         Company will bear the cost of continuing  Executive's former employer's
         coverage pursuant to COBRA. In addition, the Company will contribute to
         its 401(k) Plan, for the benefit of Executive's account, at the rate of
         $.25 per $1.00  contributed  by Executive up to a maximum of 6% of Base
         Salary or the maximum amount permitted under the terms of the Company's
         401(k) Plan, whichever is lower.

         6.2 Vacation and Sick Pay. Executive is entitled to up to four weeks of
         paid  vacation  each  calendar  year.  Executive  shall not utilize his
         vacation  time in  periods  longer  than 10  consecutive  days  without
         obtaining the consent of the Company.  In the event the Executive  does
         not  utilize  all of the  vacation  time to which he is entitled in any
         given year, the unused portion, at the option of the Executive,  may be
         carried over to any succeeding  year or years.  In the event  Executive
         carries  forward any unused  vacation time, he shall be entitled to use
         up to two weeks of carried  forward  vacation time per year in addition
         to the four weeks of vacation  time he is entitled to in each  calendar
         year  for a total  of up to six (6)  weeks of paid  vacation  time.  In
         addition to paid vacation  time,  the Executive  will be paid for sick,
         personal  and  floating  days up to a maximum of nine days per calendar
         year.

         6.3 Fringe Benefits. Executive shall be entitled to the perquisites and
         other  fringe  benefits  made  available  to senior  executives  of the
         Company.

         6.4 Expenses.  Executive is authorized to incur reasonable  expenses in
         carrying  out his duties  and  responsibilities  under this  Agreement,
         including, without limitation,  expenses for travel, cellular telephone
         (including access charges and business calls), state medical licensure,
         Drug  Enforcement  Administration  permits  and.  up to  $1,000  annual
         tuition for continuing education. Additionally,  Executive shall, after
         having obtaining the approval of the Company's Chief Executive Officer,
         be authorized to incur  reasonable  expenses for such  periodicals  and
         memberships in  professional  organizations  such as the DMAA, ACPE and
         AMa   and   similar   items   related   to   Executive's   duties   and
         responsibilities  as Executive deems necessary.  Company will reimburse
         Executive  for all such  expenses  upon  presentation  by  Executive of
         appropriately itemized accounts of such expenditures.

                                       5
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

         6.5 Automobile. Company shall pay Executive for all reasonable expenses
         (including, but not limited to, lease payments, liability insurance and
         fuel  costs),  of up  to  $325  per  month  incurred  in  operating  an
         automobile  for  Executive's  use in  the  performance  of  his  duties
         hereunder  and in the conduct of Company's  affairs,  which  automobile
         shall also be available to Executive and his spouse for personal use.

         6.6  Perquisites.  During the Term,  Executive  shall be provided  with
         computing  hardware  and  software  tools,   office  facilities  and  a
         qualified  and  experienced   administrative  assistant  as  is  deemed
         appropriate  by the  Executive  and  approved  by the  Company's  Chief
         Executive Officer.

7.       INDEMNIFICATION.

         Executive  shall be  indemnified  by the Company  against all liability
incurred by the Executive in connection with any proceeding,  including, but not
necessarily  limited to, the amount of any judgment obtained against  Executive,
the amount of any settlement entered into by the Executive and any claimant with
the approval of the Company,  attorneys' fees, actually and necessarily incurred
by him in  connection  with the defense of any action,  suit,  investigation  or
proceeding or similar legal  activity,  regardless of whether  criminal,  civil,
administrative or investigative in nature ("Claim"), to which he is made a party
or is  otherwise  subject  to, by reason of his being or having been a director,
officer or employee of Company,  to the full extent  permitted by applicable law
and the Certificate of Incorporation of Company.  Such right of  indemnification
will not be deemed  exclusive  of any other  rights  to which  Executive  may be
entitled under Company's  Certificate of Incorporation or By-laws,  as in effect
from time to time, any agreement or otherwise.

8.       TERMINATION OF EMPLOYMENT.

         8.1      Termination Without Cause or for Good Reason.

         (a) Company may  terminate  Executive's  employment at any time for any
         reason.  If  Executive's  employment is terminated by the Company other
         than for Cause (as  defined  in Section  8.4  hereof) or as a result of
         Executive's  death or Permanent  Disability  (as defined in Section 8.2
         hereof) or if Executive  terminates  his employment for Good Reason (as
         defined in Section 8.1 (b) hereof)  prior to the end of the,  Executive
         shall  receive or commence  receiving in  accordance  with the terms of
         this Agreement:

                  (i)  such  payments  under   applicable   plans  or  programs,
                  including but not limited to those  referred to in Section 5.4
                  hereof,  to which he is entitled pursuant to the terms of such
                  plans  or  programs  through  the date of  termination  within
                  thirty (30) days of the date of termination ;

                  (ii) any earned but unpaid Bonus which amount shall be paid in
                  a cash  lump  sum  within  thirty  (30)  days  of the  date of
                  termination;

                  (iii) a severance  payment (the  "Severance  Payment"),  which
                  amount  shall be paid in a cash lump sum equal to nine  months
                  of the Executive's  Base Salary within thirty (30) days of the
                  date of termination;

                                       6
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  (iv) immediate  vesting of all unvested stock options which by
                  their terms vest only with the passage of time;

                  (v) payment in respect of accrued by unused vacation days (the
                  "Vacation  Payment") and compensation  earned but not yet paid
                  (the  "Compensation  Payment") which amount shall be paid in a
                  cash  lump  sum  within  thirty  (30)  days  of  the  date  of
                  termination; and

                  (vi) continued  coverage,  at the Company's  expense,  for the
                  longer  of 18  months  from  the date of  termination  or such
                  periods as are required under federal or applicable state law,
                  under  all  Executive  health,  dental,  disability  and  life
                  insurance plans in which the Executive  participates as of the
                  date of  termination in accordance  with the respective  terms
                  thereof.

         (b) For  purposes of this  Agreement,  "Good  Reason"  for  Executive's
         decision to terminate  this  Agreement  shall mean any of the following
         unless waived by Executive, in writing, prior to its occurrence:

                  (i) Any  material  breach by Company of any  provision of this
                  Agreement,  including  any  material  reduction  by Company of
                  Executive's duties or  responsibilities  (except in connection
                  with the termination of Executive's employment for Cause, as a
                  result of  Permanent  Disability,  as a result of  Executive's
                  death or by Executive other than for Good Reason);

                  (ii) A reduction by the Company in Executive's Base Salary;

                  (iii)  The  failure  by the  Company  to obtain  the  specific
                  assumption  of this  Agreement  by any  successor or assign of
                  Company as provided for in Section 11 hereof; or

                  (iv) Upon a Change of  Control  of  Company  or Q-med (as such
                  term is hereinafter defined).

         8.2 Permanent Disability.  If Executive becomes totally and permanently
         disabled  (as  defined  in  the  Company's   disability   benefit  plan
         applicable  to  senior  executive  officers  as in  effect  on the date
         thereof) ("Permanent  Disability"),  Company or Executive may terminate
         Executive's  employment on written notice thereof,  and Executive shall
         receive or commence receiving :

                  (i) any and all amounts  payable to Executive  pursuant to the
                  terms  of  the   disability   insurance   policy  or   similar
                  arrangement which Company maintains during the term hereof;

                  (ii) any and all Vacation Payment and/or Compensation  Payment
                  due Executive under this Agreement. Such amounts shall be paid
                  to  Executive  as a cash  lump  sum  within  30  days  of such
                  termination;

                  (iii)  such  payments  under  applicable  plans  or  programs,
                  including but not limited to those  referred to in Section 5.3
                  hereof,  to which Executive is entitled  pursuant to the terms
                  of such plans or  programs  through  the date of

                                       7
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  termination. Such amounts shall be paid to Executive within 30
                  days of such termination; and

                  (iv) the immediate vesting of all unvested stock options which
                  by their terms vest only with the passage of time.

         8.3 Death.  In the event of  Executive's  death  during the Term of his
         employment  hereunder,  Executive's estate or designated  beneficiaries
         shall  receive  or  commence  receiving,  as  soon  as  practicable  in
         accordance with the terms of this Agreement:

                  (i) compensation  equal to 75% of one year's Base Salary which
                  shall be paid within 45 days of Executive's death;

                  (ii) any death benefits  provided under the Executive  benefit
                  programs,  plans and practices referred to in Sections 5.4 and
                  6.1 hereof, in accordance with their respective terms;

                  (iii) the Vacation Payment and the Compensation  Payment which
                  shall be paid to  Executive  as a cash lump sum within 45 days
                  of Executive's death; and

                  (iv) such other payments under  applicable  plans or programs,
                  including but not limited to those  referred to in Section 5.4
                  hereof,   to   which   Executive's    estate   or   designated
                  beneficiaries are entitled pursuant to the terms of such plans
                  or programs; and

                  (v) immediate vesting of all stock options, which by the terms
                  of their grant,  vest only with the passage of time, which may
                  be exercised up to one year after Executive's demise.

         8.4  Voluntary  Termination  by  Executive;  Discharge  for Cause.  The
         Company shall have the right to terminate  the  employment of Executive
         for Cause (as  hereinafter  defined).  In the  event  that  Executive's
         employment is terminated by Company for Cause, as hereinafter  defined,
         or by Executive other than for Good Reason or other than as a result of
         the  Executive's  Permanent  Disability or death,  prior to the date of
         termination,  Executive  shall be entitled  only to receive,  as a cash
         lump  sum  within  30  days of such  termination  (a) the  Compensation
         Payment  and the  Vacation  Payment;  and (b) earned  but unpaid  Bonus
         attributable  to a fiscal  year prior to the fiscal  year in which such
         termination  occurs. As used herein,  the term "Cause" shall be defined
         as:

                  (i)  habitual  absence from work by the  Executive,  including
                  without  limitation,   habitual  absence  from  the  Company's
                  offices  on  non-Company  matters  that  interferes  with  the
                  Executive's duties. Absences resulting from a verified illness
                  or temporary  disability of the Executive shall not constitute
                  "cause" for termination;

                  (ii) habitual drunkenness by the Executive;

                  (iii) habitual drug abuse or drug addiction by the Executive;

                                       8
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  (iv) the  Executive  maliciously  denigrating  in public,  the
                  Company or any officer, director or affiliate thereof;

                  (v)  sexual   harassment  by  the  Executive  which  has  been
                  reasonably  substantial and in violation of the Company's then
                  existing policy regarding sexual  harassment and substantiated
                  by an independent  investigation  of an investigator  mutually
                  selected by the Company  and the  Executive.  In the event the
                  parties are unable to mutually agree upon an  investigator  to
                  conduct the  investigation,  then the Company  shall select an
                  investigator,  the Executive shall select and investigator and
                  the  investigators  selected by the Company and the  Executive
                  shall  mutually  select  a third  investigator.  The  mutually
                  selected   investigator   selected  by  the  Company  and  the
                  Executive,  or in the event the  Company  and  Executive  were
                  unable to agree on an  investigator,  the three  investigators
                  shall cause to be conducted a full and complete  investigation
                  into the allegations of sexual abuse, using generally accepted
                  investigatory  procedures,  to  determine  the validity of the
                  sexual  harassment  allegations and render a written report to
                  both  the  Company  and  the  Executive.   In  the  event  the
                  independent   investigation   determines  that  the  Executive
                  engaged  in  reasonably   substantial   sexual  harassment  in
                  violation of the  Company's  then  existing  policy  regarding
                  sexual harassment, such determination shall constitute "cause"
                  for termination;

                  (vi)  the  willful  and  malicious  physical   destruction  of
                  substantial  property or asset(s) of the Company by, or caused
                  by, the Executive;

                  (vii)  appropriation of business  opportunities of the Company
                  by the Executive  for the direct or indirect  personal gain of
                  the  Executive  or  members of his  family  without  the prior
                  written consent of the Board;

                  (viii)  the  Executive  causing  the  Company  to  enter  into
                  transactions  or  arrangements  with  the  Executive,  in  his
                  capacity  as an  individual  and  not  as an  employee  of the
                  Company,  or a person or entity  affiliated  therewith,  which
                  results in direct or indirect  personal  gain to the Executive
                  or members of his family without the prior written  consent of
                  the Board, provided,  however, that this shall not include the
                  employment of the Executive by the Company or its affiliates;

                  (ix) willful and  malicious  interference  with the  Company's
                  operations by the Executive;

                  (x) engagement by the Executive in any act of fraud,  material
                  misappropriation   of  funds  or  assets,   or   embezzlement,
                  including without limitation, theft, bribery or the receipt of
                  kickbacks;

                  (xi) a  conviction  of the  Executive  for,  or a plea of nolo
                  contendere by the Executive to, a felony or other criminal act
                  for which the possible  penalties include a prison sentence of
                  at least 1 year;

                  (xii) a material  breach by the  Executive of the  restrictive
                  covenants

                                       9
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  contained in Section 9 this Agreement;

                  (xiii) a material  breach of this  agreement by the Executive,
                  provided the Executive has been notified of such breach, given
                  a period of not less than 30 days to remedy such  breach,  and
                  an  independent  arbitrator  determines  that  such  breach is
                  "material" under the terms of this Agreement;

                  (xiv) if, within 30 days after having received  written notice
                  from  the  Company,   Executive   fails  to  comply  with  the
                  reasonable  directions  or  instructions  of the  Board or the
                  Company's  President which are consistent with the Executive's
                  position  and   responsibilities,   provided  an   independent
                  arbitrator,  mutually  agreed  upon  by  the  parties  hereto,
                  determines that such directions were reasonable and consistent
                  with the Executive's position and responsibilities.

9.       RESTRICTIVE COVENANTS.

         9.1  Confidentiality.  Executive  recognizes  that,  by  reason  of his
         employment hereunder, he may acquire confidential information and trade
         secrets  concerning the operation of Company,  the  unauthorized use or
         disclosure  of which could cause Company  substantial  loss and damages
         which  could not be readily  calculated  and for which no remedy at law
         would be adequate.  Accordingly,  Executive  covenants  and agrees with
         Company  that he will not,  either  during  the term of his  employment
         hereunder  and for a period  of one (1) year  after the  expiration  or
         termination of this Agreement,  disclose, furnish or make accessible to
         any person,  firm or corporation  (except (i) in the ordinary course of
         business in performance of Executive's obligations to Company hereunder
         or (ii) when required to do so by a court of competent jurisdiction, by
         any   governmental,   administrative   or  legislative   agency  having
         supervisory  authority  over the  business of Company or (iii) with the
         prior  written  consent of Company  pursuant to authority  granted by a
         resolution of the Board of Directors) any confidential information that
         Executive  has learned or may learn by reason of his  association  with
         Company.  As used herein,  the term  "confidential  information"  shall
         include,  without  limitation,  proprietary  information not previously
         disclosed  to the public or to the trade by Company with respect to the
         business  or affairs of Company or which is  otherwise  made  public or
         disclosed to a third party by persons other than Executive; or of which
         disclosure is compelled by judicial or governmental process, including,
         without  limitation,  information  relating to business  opportunities,
         customer  lists,  price  lists,  trade  secrets,  systems,  techniques,
         procedures,  methods,  inventions,  facilities,  financial information,
         business plans or prospects.

         9.2 Non-Competition.  During the period of his employment hereunder and
         , for nine months  thereafter,  Executive  agrees that,  without  first
         obtaining  the  prior  written  consent  of  Company,  (A) he will not,
         directly or indirectly,  either as principal,  manager, agent, officer,
         stockholder,  partner,  investor,  lender or  Executive or in any other
         similar  capacity,  carry on,  be  engaged  in,  or have any  financial
         interest in, any  business  which is directly in  competition  with the
         business of Company  and/or its  subsidiaries  or affiliates and (B) he
         shall  not,  on his own  behalf  or on behalf  of any  person,  firm or
         company,  directly or  indirectly,  solicit or offer  employment to any

                                       10
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

         person who has been employed by Company or any of its affiliates at any
         time during the nine months  immediately  preceding such  solicitation.
         For the purposes of this provision,  employment by a health maintenance
         organization or provider organization that develops, owns or operates a
         disease  management  system  which is used by or for its own members or
         membership and is not sold to other HMOs or provider systems, shall not
         be deemed  directly nor  indirectly  "competitive"  with the  Company's
         business.   Further,  following  the  termination  of  this  Agreement,
         Executive shall not be prohibited from providing consulting services to
         other HMOs, provider systems and/or trade  organizations  provided that
         such consulting services do not result directly in the offering or sale
         of disease  management  services to persons  other than the  consulting
         client's own members or membership.

10.      INJUNCTIVE RELIEF.

         Without intending to limit the remedies available to Company, Executive
acknowledges  that a breach  of the  covenants  contained  in  Section 9 of this
Agreement may result in material  irreparable  injury to Company for which there
is no adequate  remedy at law,  that it will not be possible to measure  damages
for such injuries precisely. Accordingly, it is acknowledged that, upon adequate
proof of Executive's violation of any legally enforceable provision of Section 9
above,  the Company  shall be entitled to obtain a temporary  restraining  order
and/or a preliminary or permanent injunction restraining Executive from engaging
in activities prohibited by such Section or such other relief as may be required
to specifically enforce any of the covenants in such Section.

11.      ASSIGNMENT.

         This  contract  shall be binding  upon and inure to the  benefit of the
heirs and  representatives  of  Executive  and the  assigns  and  successors  of
Company,  but neither this  Agreement  nor any rights or  obligations  hereunder
shall be assignable or otherwise  subject to hypothecation by Executive  (except
by will or by  operation  of the laws of  intestate  succession)  or by Company,
except that  Company  may assign this  Agreement  to any  successor  (whether by
merger,  purchase or otherwise) to all or substantially all of the stock, assets
or  businesses  of Company,  if such  successor  expressly  agrees to assume the
obligations of Company hereunder.

12.      CHANGE IN CONTROL.

         12.1 Definition.  For purposes of this Agreement, a "Change in Control"
         of the Company or Q-med (the "Entity") shall be deemed to have occurred
         if (i) there shall be consummated  (A) any  consolidation  or merger of
         the  Entity in which  the  Entity is not the  continuing  or  surviving
         corporation  or pursuant to which shares of the  Entity's  Common Stock
         would be converted into cash, securities or other property,  other than
         a merger of the  Entity in which the  holders  of the  Entity's  Common
         Stock  immediately  prior to the  merger  have  substantially  the same
         proportionate  ownership of common stock of the  surviving  corporation
         immediately after the merger, or (B)

                                       11
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

         any sale,  lease,  exchange or other transfer (in one  transaction or a
         series of related  transactions) of all or substantially all the assets
         of the Entity, or (ii) the stockholders of the Entity shall approve any
         plan or proposal for the  liquidation or dissolution of the Entity,  or
         (iii) any person (as such term is used in Sections  13(d) and  14(d)(2)
         of the  Securities  Exchange Act of 1934 (the "Exchange  Act")),  other
         than the Entity or any Executive  benefit plan sponsored by the Entity,
         shall  become the  beneficial  owner  (within the meaning of Rule 13d-3
         under the Exchange Act) of securities of the Entity representing 50% or
         more of the  combined  voting power of the  Entity's  then  outstanding
         securities  ordinarily  (and  apart  from  rights  accruing  in special
         circumstances)  having the right to vote in the election of  directors,
         as a result of a tender  or  exchange  offer,  open  market  purchases,
         privately negotiated purchases or otherwise, or (iv) at any time during
         a period of two consecutive years,  individuals who at the beginning of
         such  period,  constituted  the Board of  Directors of the Entity shall
         cease for any reason to constitute at least a majority thereof,  unless
         the   election  or  the   nomination   for  election  by  the  Entity's
         stockholders  of each new  director  during  such  two-year  period was
         approved by a vote of at least  two-thirds of the directors  then still
         in office, who were directors at the beginning of such two-year period.

         12.2 Rights and  Obligations.  If a Change in Control of the Company or
         Q-med shall have  occurred  while the  Executive  is an employee of the
         Company,  the Executive shall be entitled to the compensation  provided
         in Section 8.1 of this Agreement upon the subsequent termination of the
         Executive's  employment with the Company by either the Company,  or the
         Executive  within one year of the date upon which the Change in Control
         shall have  occurred,  unless such  termination  is a result of (i) the
         Executive's   death;  (ii)  the  Executive's   Disability;   (iii)  the
         Executive's  Retirement;  or (iv) the Executive's termination for Cause
         (as defined in paragraph 8.4 above).

13.      NOTICES.

         Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed  sufficiently given if delivered in person, or
mailed by certified first class mail,  postage  prepaid,  or sent by a reputable
overnight  courier  service,  addressed  to  the  party  to be  notified  at the
address(es) specified below (or such other address as may be specified by notice
in this manner):

         Notice to Company:

                  Interactive Heart Management Corp.
                  100 Metro Park South, 3rd Floor
                  Laurence Harbor, NJ 08878
                  Attention: Board of Directors

         With a required copy to:

                  Q-Med, Inc.
                  100 Metro Park South, 3rd Floor
                  Laurence Harbor, NJ 08878

                                       12
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                  Attention: Board of Directors

         Notice to Executive:

                  Gary A. Levin, M.D.
                  120 Cobblestone Court
                  Novato, CA 94945

         Notices  shall be  deemed  given as of the date  delivered  or the date
entrusted to the United States postal service or courier service.

14.      COUNTERPARTS.

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be an original  and all of which  shall  constitute  but one and the
same instrument.

15.      HEADINGS.

         The headings in this Agreement are for  convenience  only and in no way
define,  limit,  or  describe  the  scope or  intent  of any  provision  of this
Agreement.

16.      WAIVER.

         The waiver by either party of  noncompliance  by the other party of any
term or  provision of this  Agreement  shall not be construed as a waiver of any
other non-compliance.

17.      DISPUTE MEDIATION.

         If a dispute arises out of or relates to this Agreement,  or the breach
thereof, and if the dispute cannot be settled through  negotiation,  the parties
agree first to try in good faith to settle the dispute by mediation administered
by the American  Arbitration  Association  under its Employment  Mediation Rules
before  resorting to  arbitration,  litigation or some other dispute  resolution
procedure.  The fees of the mediator and the expenses of mediation shall be paid
equally by the parties.

18.     ARBITRATION.

         In the event that any  dispute(s)  arising  out of or  relating to this
Agreement,  or the  breach  thereof,  has not been  able to be  settled  through
mediation  as set  forth  hereinabove,  such  dispute(s)  either  party  to this
Agreement may, elect to have said dispute(s) be resolved by binding arbitration,
to be held in Chicago,  Illinois in accordance  with the rules and procedures of
the American Arbitration  Association.  If arbitration is elected, the Executive
and the Company shall mutually select the  arbitrator.  If the Executive and the
Company cannot agree on the selection of an arbitrator,  each Party shall select
an arbitrator and the two arbitrators shall select a third  arbitrator,  and the
three  arbitrators  shall form an

                                       13
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

arbitration  panel which shall  resolve the dispute by majority  vote.  Judgment
upon the award rendered by the  arbitrator or arbitrators  may be entered in any
court having jurisdiction thereof. Costs of the arbitrator or arbitrators, legal
fees and expenses,  and other similar costs in connection with arbitration shall
be paid by the Party that does not prevail at such arbitration.

19.      SEVERABILITY.

         If any one or more of the provisions  contained in this Agreement shall
be  held  to  be  invalid,  illegal,  or  unenforceable  in  any  respect,  such
invalidity,   illegality,   or  unenforceability  shall  not  affect  any  other
provisions hereof.

20.      MITIGATION OF DAMAGES.

         Executive  shall not be required  to mitigate  damages or the amount of
any payment  provided for under this  Agreement by seeking  other  employment or
otherwise after the termination of his employment hereunder.

21.      GOVERNING OF LAW.

         This  agreement  shall be governed by and construed in accordance  with
the laws of the State of New  Jersey  without  regard to its  conflicts  of laws
rules or principles.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                              INTERACTIVE HEART MANAGEMENT CORP.




                                              By: /s/ Micheal W. Cox
                                                 -------------------------------
                                                 Michael W. Cox, President


                                                 EXECUTIVE

                                                 /s/ Gary A. Levin, M.D.
                                                 -------------------------------
                                                 Gary A. Levin, M.D.

                                       14
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>



Agreed as to Sections , 5,6 ,7 and 8 only:

Q-MED, INC.

By: /s/ Michael W. Cox
    ----------------------------
    Michael W. Cox, President

                                       15
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>
<TABLE>
<CAPTION>
                                   Schedule 1

----------------------------- ----------------------------- ------------------------------ ----------------------------
            Goal                         Bonus                      Maximum Target               Minimum Threshold
----------------------------- ----------------------------- ------------------------------ ----------------------------
<S>                           <C>                           <C>                            <C>
Sales  One or more  contract  Subject   to   meeting   the  100,000   or  more   "Senior   50,000   Senior   Equivalent
has been  signed by November  Minimum    Threshold,    the  Equivalent   Lives"  by  the   Lives by the Goal Date.
30, 2001 covering the target  Executive  will earn a Sales  Goal    Date.    A    Senior
number of Senior  Equivalent  Bonus calculated as follows:  Equivalent  Life  means  one
Lives  and  the  Company  is                                (1) Managed  Care  enrollee,
receiving  revenue  for such  Sales Bonus = Maximum  Sales  65 years  old or  older,  or
Senior  Equivalent  Lives by  Bonus   x   (Actual   Senior  four  (4)  such   enrollees,
February 28, 2002.            Equivalent lives / 100,000)   under  the  age of 65  years
                                                            old.
                              Where  Maximum Sales Bonus =
                              (.40 x Base  Salary from the
                              Start Date to  November  30,
                              2001) - $41,000

                              In no case  shall  the Sales
                              Bonus   exceed  the  Maximum
                              Bonus.

                              For  example,  if the  Start
                              Date is August 1, 2000,  the
                              Base  Salary  from August 1,
                              2000 would be  $273,333  and
                              the Sales  Bonus would be as
                              follows:  Maximum $68,333.32
                              and minimum $34,166
----------------------------- ----------------------------- ------------------------------ ----------------------------
Business        Development:  Max: $10, 250                 CHF and  Diabetes  ready  to   CHF  ready to  implement  by
Complete  development  of or                                implement  by April 30, 2001   April 30, 2001 if  purchased
purchase  of or  outsourcing  Min:  $5,125                  if purchased  or  outsourced   or  outsourced  or June  30,
contract    and   ready   to                                or June  30,  2001 if the to   2001 if the  Company  elects
implement    other   disease                                build.                         Company elects to build.
programs.
----------------------------- ----------------------------- ------------------------------ ----------------------------
Business  Development/Sales:  Max:  $20,500                 CAD, CHF and  Diabetes  sold   CHF  and CAD  sold  11/30/01
                                                            by                             for > 50,000
----------------------------- ----------------------------- ------------------------------ ----------------------------

                                       16
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>
<CAPTION>
----------------------------- ----------------------------- ------------------------------ ----------------------------
<S>                           <C>                           <C>                            <C>
Completed  sale of combined1  Min:  $10,250                 12/31/01 for > 50,000 Senior   Senior Equivalent Lives
disease management programs.                                Equiva-lent Lives
----------------------------- ----------------------------- ------------------------------ ----------------------------
Strategic  Planning/Business  Max:   $10,250                Board   or   CEO    approved   Board   or   CEO    approved
Development:        Complete                                completed    strategic   and   completed strategic business
business   and   operational  Min:   $5,125                 business  plan for  internet   plan for  internet  strategy
plan  for  3-year   internet                                strategy   and   development   by June 30, 2001
strategy.                                                   phase  initiated  by  August
                                                            31, 2001
----------------------------- ----------------------------- ------------------------------ ----------------------------
</TABLE>


--------
1 Combined DM programs  specifically  excludes using LifeMasters and must either
build own program or outsource to another CHF and DM vendor(s).

                                       17
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------
<PAGE>

                                   Schedule 2

The adjusted  consolidated net earnings ("Adjusted Net Earnings") of the Company
and its  subsidiaries,  for the purpose of computing the Executives'  contingent
vesting of stock options under the provisions of paragraph  5.2(a) above,  shall
be determined,  in accordance  with generally  accepted  accounting  principles,
within  ninety (90) days after the end of each  fiscal  year by the  independent
accounting firm employed by the Company as its auditors. The computation by such
accounting  firm  of the  Adjusted  Net  Earnings,  made  in the  manner  herein
provided,  shall be in all respects final and binding upon the Company, upon the
Executive,  and upon all others,  and the Company shall pay such compensation to
the Executive within 120 days of the end of the fiscal year in question.

         For the purpose of computing the Executive contingent compensation, the
Adjusted  Net  Earnings  of the  Company  and its  subsidiaries  for  the  above
mentioned  period shall be the  consolidated net earnings of the Company and its
subsidiaries for such period,  as audited and reported upon, for the purposes of
the Company's  annual report to stockholders  for such period,  by the Company's
independent  auditors,  plus all amounts charged against such  consolidated  net
earnings in respect of the following:

         (i)               Taxes of the United  States and  foreign  governments
                           (including,  but without  limitation,  excess profits
                           taxes) based upon or  measured,  in whole or in part,
                           by  income of the  Company  or its  subsidiaries  but
                           exclusive  of sate and  territorial  taxes  and taxes
                           imposed by political subdivisions thereof;

         (ii)              Contingent compensation, if any, which may be payable
                           by the Company under any plan or agreement, including
                           this  Agreement,  other  than a  profit-sharing  plan
                           qualified  under Section 401 of the Internal  Revenue
                           Code or any statutory provision that may hereafter be
                           enacted to replace such section;

         (iii)             All   items   of   non-recurring    loss   or   other
                           extraordinary   charge  which,  by  reason  of  size,
                           character,  or other factors did not, in the sole and
                           uncontrolled  judgment  of the  Board  of  Directors,
                           arise  in  the  ordinary  and  usual  course  of  the
                           business  of  the   Company  and  its   subsidiaries,
                           including expenses properly attributable to such loss
                           or charge;

less, however, all amounts included in such consolidated net earnings in respect
of items of capital gain,  non-recurring  profit, or other extraordinary  credit
which, by reason of size,  character,  or other factors did not, in the sole and
uncontrolled judgment of the Board of Directors, arise in the ordinary and usual
course of business of the Company and its subsidiaries, after deducting expenses
properly  attributable to such gain, profit, or credit, except and to the extent
that the Board of Directors,  in its sole and uncontrolled judgment,  shall find
that the Executive was  responsible for such gain,  profit,  or credit and shall
direct the inclusion,  in whole or in part, of such gain,  profit,  or credit in
the computation of consolidated net earnings.

                                       18
                                                                    /s/ MWC  MWC
                                                                    -------
                                                                    /s/ GAL  GAL
                                                                    -------