Exhibit 10.45 - Employment agreement with John R. Geisel

                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
the 1st day of January 2001 by and between Magna-Lab Inc., a New York
corporation (the "Company") and John R. Geisel, an individual residing at 10
Depot Road, Boxford, Massachusetts 01921 (the "Executive").

                                    RECITALS

            WHEREAS, the Company wishes to employ Executive on the terms and
conditions set forth in this Agreement, and Executive wishes to be employed by
the Company on such terms and conditions; and

            WHEREAS, pursuant to the terms of this Agreement, and subject to the
terms and conditions hereof, the Executive will derive substantial personal
benefit.

            NOW, THEREFORE, in consideration of the promises and the respective
undertakings of the Company and Executive set forth below, and other good and
valuable consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the Company and Executive hereby agree as follows:

      1.    Agreement Term.

            The Company hereby employs Executive, and Executive hereby accepts
such employment and agrees to perform services for the Company, subject to the
provisions set forth in this Agreement which shall be in effect for four (4)
years (the "Agreement Term") starting on the date hereof (the "Employment
Date").

      2.    Position and Duties.

            (a) Employment. During the Agreement Term, Executive agrees to serve
as Chief Executive Officer of the Company and to perform such reasonable
employment duties that are customary for his title and position. Executive shall
report to the Company's Chairman of the Board.

            (b) Performance of Duties. Throughout the Agreement Term, Executive
shall faithfully and diligently perform Executive's duties in conformity with
the directions of the Company and serve the Company to the best of Executive's
ability. Executive shall devote Executive's entire working time, attention and
energies to the business and affairs of the Company, subject to vacations and
sick leave as provided herein and in accordance with Company policy.

            (c) Place of Performance. During the Agreement Term, Executive


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shall, subject to travel requirements on behalf of the Company, be based in the
Boston, Massachusetts metropolitan area within 25 miles of Boxford, MA. or such
other location(s) as the Company and Executive may mutually determine.

            (d) Board of Directors. Executive also agrees to serve as a member
of the Company's board of directors (the "Board of Directors"). The Company
agrees to use its best efforts to cause the Board of Directors to elect
Executive as a Director at the next Board of Directors' meeting following the
execution of this Agreement. Executive acknowledges that his position as a
Director shall be subject to the election procedures established by the
Company's Certificate of Incorporation and Bylaws and the laws of the State of
New York, as each may be amended from time to time, and that his service and
term as a Director shall be pursuant to the procedures established therein.
Removal or nonelection of Executive as Director shall not be considered
termination of employment provided that Executive is permitted to continue to
provide services in his executive capacity.

      3.    Compensation and Benefits.

            (a) Base Salary. For employment hereunder, the Company agrees to pay
Executive an annual base salary ("Base Salary") at an initial rate of $200,000
(Two Hundred Thousand Dollars). Executive shall be eligible for an annual
increase to the Base Salary on each anniversary of the Employment Date during
the Agreement Term, in such amount as shall be determined at the discretion of
the Board of Directors. The Base Salary shall be payable in installments in
arrears consistent with the Company's payroll practices then in effect.

            (b) Bonus. Executive shall be eligible for an annual bonus, based
upon attainment of certain reasonable business objectives to be agreed upon by
the Executive and the Company, in an amount up to fifty percent (50%) of Base
Salary for the first and second years of the Agreement Term and up to sixty
percent (60%) of Base Salary for the third and fourth years of the Agreement
Term.

            (c) Benefits and Perquisites. Executive shall be entitled to
participate in, to the extent Executive is otherwise eligible under the terms
thereof, the benefit plans and programs, including medical and vacation plans
(not less than three weeks vacation), and receive the benefits and perquisites,
generally provided to employees of the same level and responsibility as
Executive. If on the Employment Date or at any other time during the Agreement
Term, the Company does not have in place medical and dental health insurance
coverage for Executive, then the Company shall reimburse Executive for the
reasonable costs of such coverage similar to the executive's current plan.
Nothing in this Agreement shall preclude the Company from terminating or
amending from time to time any employee benefit plan or program.

            (d) Travel and Business Expenses. Upon submission of itemized
expense statements in the manner specified by the Company, Executive shall be
entitled to reimbursement for reasonable travel and other reasonable business
expenses duly incurred by Executive in the performance of Executive's duties
under this Agreement in


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accordance with the policies and procedures established by the Company from time
to time for employees of the same level and responsibility as Executive.

            (e) Grant of Option. The Company agrees that, as of the date hereof,
it will grant to Executive, pursuant to the Company's 1992 Stock Option Plan, as
amended, (the "Plan"), a stock option (the "Option") to purchase three million
nine hundred thousand (3,900,000) shares of the Company's Class A Common Stock
(the "Option Shares"). The exercise price for the Option Shares shall be $0.25
per share, the fair market value of the Class A Common Stock on the date of
grant. Such options shall be treated as Incentive Stock Options to the extent
permitted. The Option shall expire five (5) years from the vesting date. The
Option Shares shall vest in four equal annual installments beginning on the
first anniversary of the grant date and on each subsequent anniversary thereof,
subject to termination as provided in the Plan; and further subject to pro rata
vesting in the event Executive's employment is terminated by the Company
pursuant to Section 5(d) hereof. The terms of the Option shall otherwise be
governed by the Plan as well as any applicable agreement to be entered into
pursuant to the Plan.

            (f) No Other Compensation or Benefits; Payment. The compensation and
benefits specified in Sections 3 and 5 of this Agreement shall be in lieu of any
and all other compensation and benefits. Payment of all compensation and
benefits to Executive hereunder shall be made in accordance with the relevant
Company policies in effect from time to time, including normal payroll
practices, and shall be subject to all applicable employment and withholding
taxes.

            (g) Cessation of Employment. In the event Executive shall cease to
be employed by the Company for any reason, then Executive's compensation and
benefits shall cease on the date of such event, except as otherwise provided
herein or in any applicable employee benefit plan or program.

      4.    Exclusive Employment; No Competition.

            (a) No Conflict; No Other Employment. During the period of
Executive's employment with the Company, Executive shall not: (i) engage in any
activity which conflicts or interferes with or derogates from the performance of
Executive's duties hereunder nor shall Executive engage in any other business
activity, whether or not such business activity is pursued for gain or profit,
except as approved in advance in writing by the Board of Directors of the
Company; or (ii) accept any other full-time or substantially full-time
employment, whether as an executive or consultant or in any other capacity, and
whether or not compensated therefor.

            (b) No Competition. Without limiting the generality of the
provisions of Sections 2(c) or 4(a), during the period of Executive's employment
with the Company, and for a period of two (2) years thereafter (the "Restricted
Period"), Executive shall not, directly or indirectly, own, manage, operate,
join, control, participate in, invest in or otherwise be connected or associated
with, in any manner, including as an officer, director, employee, partner,
stockholder, joint venturer, lender, consultant, advisor, agent, proprietor,
trustee or investor, any Competing Business (as hereinafter defined) located in


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<PAGE>

the United States or in any other location where the Company operates or sells
its products or services; provided, however, that if Executive's employment
hereunder is terminated by the Company under Section 5(d), then the provisions
of this Section 4(b) shall remain in effect only so long as the Company
continues to pay to Executive amounts as severance pursuant to Section 5(d).

                  (i) As used in this Agreement, the term "Competing Business"
      shall mean any business or venture which engages in any business area or
      sells or provides products or services that compete or overlap with any
      business area in which the Company engages or contemplates engaging in, or
      the products or services as sold or provided, or as contemplated to be
      sold or provided, by the Company. The parties acknowledge that the
      Company's present business area relates to medical imaging utilizing
      magnetic resonance imaging technology.

                  (ii) For purposes of this Section 4(b), the term "invest"
      shall not preclude an investment in not more than one percent (1%) of the
      outstanding capital stock of a corporation whose capital stock is listed
      on a national securities exchange or included in the NASDAQ Stock Market,
      so long as Executive does not have the power to control or direct the
      management of, or is not otherwise associated with, such corporation.

            (c) No Solicitation of Employment. During the Restricted Period,
Executive shall not solicit or encourage any employee of the Company to leave
the employ, or cease his or her relationship with, the Company for any reason,
nor employ such an employee in a Competing Business or any other business.

            (d) Company Customers. Executive shall not, during the Restricted
Period, directly or indirectly, contact, solicit or do business with any
Customers (as hereinafter defined) of the Company for the purpose of selling or
providing any product or service then sold or provided by the Company to such
customers or proposed to be sold or provided to such customers during
Executive's employment by the Company or at the time of termination of
Executive's employment hereunder.

            For the purposes of the provisions of this Section 4(d), "Customer"
shall include any entity that purchased any product or service from the Company
within one (1) year of the termination of Executive's employment hereunder,
without regard to the reason for such termination. Customer also includes any
former customer or potential customer of the Company which the Company has
solicited within eight months of such termination, for the purpose of selling or
providing any product or service then sold or provided, or then contemplated to
be sold or provided, by the Company.

            (e) Modification of Covenants. The restrictions against competition
set forth in this Section 4 are considered by the parties to be reasonable for
the purposes of protecting the business of the Company. However, if any such
restriction is found by any court of competent jurisdiction to be unenforceable
because it extends for too long a


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period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.

      5.    Termination of Employment.

            (a) Termination. The Company may terminate Executive's employment
for Cause (as hereinafter defined) in which case the provisions of Section 5(b)
shall apply. The Company may also terminate Executive's employment in the event
of Executive's Disability (as hereinafter defined), in which case the provisions
of Section 5(c) shall apply. The Company may also terminate the Executive's
employment for any other reason by written notice to Executive, in which case
the provisions of Section 5(d) shall apply. If Executive's employment is
terminated by reason of Executive's death, retirement or voluntary resignation,
the provisions of Section 5(b) shall apply.

            (b) Termination for Cause; Termination by Reason of Executive's
Death or Retirement or Voluntary Resignation.

                  (1) In the event that Executive's employment hereunder is
      terminated during the Agreement Term (i) by the Company for Cause (as
      hereinafter defined), (ii) by reason of Executive's death or retirement,
      or (iii) by reason of Executive's voluntary resignation, then the Company
      shall pay to Executive, within thirty (30) days of the date of such
      termination, only the Base Salary through such date of termination.

                  (2) For purposes of this Agreement, "Cause" shall mean (i)
      conviction of any crime (whether or not involving the Company)
      constituting a felony in the jurisdiction involved; (ii) engaging in any
      substantiated act involving moral turpitude and which could reasonably
      adversely affect the Company or its business; (iii) engaging in any act
      which, in each case, subjects, or if generally known would subject, the
      Company to public ridicule or embarrassment and which could reasonably
      adversely affect the Company or its business; (iv) gross neglect or
      misconduct in the performance of Executive's duties hereunder; (v) willful
      or repeated failure or refusal to perform such duties as may be relegated
      to Executive commensurate with Executive's position; or (vi) breach of any
      provision of this Agreement by Executive. The Board of Directors shall
      have full and final authority as to whether Cause exists, and their
      determination shall be final and binding on the parties and not subject to
      review or appeal by any other person.

            (c) Disability. If, as a result of Executive's incapacity due to
physical or mental illness, Executive shall have been absent from Executive's
duties hereunder on a full time basis for either (i) 120 days within any
nine-month period, or (ii) sixty (60) consecutive days, and within thirty (30)
days after written notice of termination is given shall not have returned to the
performance of Executive's duties hereunder on a full time basis, the Company
may terminate Executive's employment hereunder for "Disability". In that event,
the Company shall pay to Executive, within thirty (30) days of the date of


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                                        9
<PAGE>

such termination, only the Base Salary through such date of termination. During
any period that Executive fails to perform Executive's duties hereunder as a
result of incapacity due to physical or mental illness (a "Disability Period"),
Executive shall continue to receive the compensation and benefits provided by
Section 3 hereof until Executive's employment hereunder is terminated; provided,
however, that the amount of compensation and benefits received by Executive
during the Disability Period shall be reduced by the aggregate amounts, if any,
payable to Executive under any disability benefit plans and programs of the
Company or under the Social Security disability insurance program.

            (d) Termination By Company For Any Other Reason. In the event that
Executive's employment hereunder is terminated by the Company during the
Agreement Term for any reason ( including, without limitation, constructive
termination) other than as provided in Sections 5(b) or 5(c) hereof, then the
Company shall pay to Executive, within thirty (30) days of the date of such
termination, the Base Salary through such date of termination and, in lieu of
any further compensation and benefits for the balance of the Agreement Term,
severance pay equal to the Base Salary that Executive would have otherwise
received during the period of one (1) year from the effective date of such
termination, commencing with such date of termination at the times and in the
amounts such Base Salary would have been paid. Under such circumstances, except
as set forth below, for the balance of such period, Executive shall also be
eligible to receive reimbursement for the reasonable cost of medical and dental
health insurance; provided, however, that in the event that Executive shall
breach Sections 4 or 6 hereof, in addition to any other remedies the Company may
have in the event Executive breaches this Agreement, the Company's obligation
pursuant to this Section 5(d) to continue such payments of salary and such
benefits and perquisites shall cease and Executive's rights thereto shall
terminate and shall be forfeited. Notwithstanding anything to the contrary
provided herein, all vesting on the Option Shares shall cease as of and on the
date of Executive's termination of employment for any reason or for no reason.

            (e) No Further Liability; Release. Payment made and performance by
the Company in accordance with this Section 5 shall operate to fully discharge
and release the Company and its directors, officers, employees, subsidiaries,
affiliates, stockholders, successors, assigns, agents and representatives from
any further obligation or liability with respect to Executive's employment and
termination of employment. Other than paying Executive's Base Salary through the
date of termination of Executive's employment and reimbursing Executive for the
reasonable costs of medical and dental health insurance pursuant to and in
accordance with this Section 5 (as applicable), the Company and its directors,
officers, employees, subsidiaries, affiliates, stockholders, successors,
assigns, agents and representatives shall have no further obligation or
liability to Executive or any other person under this Agreement. The Company
shall have the right to condition the payment of any severance or other amounts
pursuant to Sections 5(c) or 5(d) hereof upon the delivery by Executive to the
Company of a release in form and substance satisfactory to the Company of any
and all claims Executive may have against the Company and its directors,
officers, employees, subsidiaries, affiliates, stockholders, successors,
assigns, agents and representatives arising out of or related to


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                                       10

<PAGE>

Executive's employment by the Company and termination of such employment.

      6.    Confidential Information.

            (a) Existence of Confidential Information. The Company owns and has
developed and compiled, and will develop and compile, certain proprietary
technology, know-how and confidential information which have great value to its
business (referred to in this Agreement, collectively, as "Confidential
Information"). Confidential Information includes not only information disclosed
by the Company to Executive, but also information developed or learned by
Executive during the course or as a result of employment with the Company, which
information shall be the property of the Company. Confidential Information
includes all information that has or could have commercial value or other
utility in the business in which the Company is engaged or contemplates
engaging, and all information of which the unauthorized disclosure could be
detrimental to the interests of the Company, whether or not such information is
specifically labeled as Confidential Information by the Company. By way of
example and without limitation, Confidential Information includes any and all
information developed, obtained, licensed by or to or owned by the Company
concerning trade secrets, techniques, know-how (including research data,
designs, plans, procedures, merchandising, marketing, distribution and
warehousing know-how, processes, and research records), software, computer
programs, and any other intellectual property created, used or sold (through a
license or otherwise) by the Company, product know-how and processes,
innovations, discoveries, improvements, research, development, test results,
reports, specifications, data, formats, marketing data and plans, business
plans, strategies, forecasts, unpublished financial information, orders,
agreements and other forms of documents, price and cost information,
merchandising opportunities, expansion plans, budgets, projections, customer,
supplier, licensee, licensor and subcontractor identities, characteristics,
agreements and operating procedures, and salary, staffing and employment
information.

            (b) Protection of Confidential Information. Executive acknowledges
and agrees that in the performance of duties hereunder Executive develops and
acquires, and the Company discloses to and entrusts Executive with, Confidential
Information which is the exclusive property of the Company and which Executive
may possess or use only in the performance of duties for the Company. Executive
also acknowledges that Executive is aware that the unauthorized disclosure of
Confidential Information, among other things, may be prejudicial to the
Company's interests, an invasion of privacy and an improper disclosure of trade
secrets. Executive shall not, directly of indirectly, use, make available, sell,
disclose or otherwise communicate to any corporation, partnership, individual or
other third party, other than in the course of Executive's assigned duties and
for the benefit of the Company, any Confidential Information, either during the
Agreement Term or thereafter. In the event Executive desires to publish the
results of Executive's work for or experiences with the Company through
literature, interviews or speeches, Executive will submit requests for such
interviews or such literature or speeches to the Board of Directors of the
Company at least fourteen (14) days before any anticipated dissemination of such
information for a determination of whether such


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disclosure is in the best interests of the Company, including whether such
disclosure may impair trade secret status or constitute an invasion of privacy.
Executive agrees not to publish, disclose or otherwise disseminate such
information without the prior written approval of the Board of Directors of the
Company.

            (c) Delivery of Records, Etc. In the event Executive's employment
with the Company ceases for any reason, Executive will not remove from the
Company's premises without its prior written consent any records, notes,
notebooks, files, drawings, documents, equipment, materials and writings
received from, created for or belonging to the Company, including those which
relate to or contain Confidential Information, or any copies thereof. Upon
request or when employment with the Company terminates, Executive will
immediately deliver the same to the Company.

      7.    Invention and Patents.

            (a) Executive will promptly and fully disclose to the Company any
and all inventions, discoveries, trade secrets and improvements, whether or not
patentable or whether or not they are made, conceived or reduced to practice
during working hours or using the Company's data or facilities, which Executive
shall develop, make, conceive or reduce to practice during Executive's
employment by the Company, either solely or jointly with others (collectively,
"Developments"). All such Developments shall be the sole property of the
Company, and Executive hereby assigns to the Company, without further
compensation, all his right, title and interest in and to such Developments and
any and all related patents, patent applications, copyrights, copyright
applications, trademarks and trade names in the United States and elsewhere.

            (b) Executive shall keep and maintain adequate and current written
records of all Developments (in the form of notes, sketches, drawings and as may
be specified by the Company), which records shall be available to and remain the
sole property of the Company at all times.

            (c) Executive shall assist the Company in obtaining and enforcing
patent, copyright and other forms of legal protection for the Developments in
any country. Upon request, Executive shall sign all applications, assignments,
instruments and papers and perform all acts necessary or desired by the Company
and to enable the Company its successors, assigns and nominees, to secure and
enjoy the full exclusive benefits and advantages thereof.

            (d) Executive understands that Executive's obligations under this
section will continue after the termination of his employment with the Company
and that during his employment Executive shall perform such obligations without
further compensation, except for reimbursement of expenses incurred at the
request of the Company. Executive further understands that if he is not employed
by the Company as an employee at the time he is requested to perform any
obligations under this section, Executive shall receive for such performance a
reasonable per diem fee, as well as reimbursement of any expenses incurred at
the request of the Company.


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      8.    Assignment and Transfer.

            (a) Company. This Agreement shall inure to the benefit of and be
enforceable by, and may be assigned by the Company to, any purchaser of all or
substantially all of the Company's business or assets, any successor to the
Company or any assignee thereof (whether direct or indirect, by purchase,
merger, consolidation or otherwise). The Company will require any such
purchaser, successor or assignee to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such purchase, succession or assignment had taken
place.

            (b) Executive. Executive's rights and obligations under this
Agreement shall not be transferable by Executive by assignment or otherwise, and
any purported assignment, transfer or delegation thereof shall be void;
provided, however, that if Executive shall die, all amounts then payable to
Executive hereunder shall be paid in accordance with the terms of this Agreement
to Executive's devisee, legatee or other designee or, if there be no such
designee, to Executive's estate.

      9.    Miscellaneous.

            (a) Other Obligations. Executive represents and warrants that he is
not a party to any other employment agreement and that neither Executive's
employment with the Company nor Executive's performance of Executive's
obligations hereunder will conflict with or violate or otherwise are
inconsistent with any other agreements to which Executive is or has been a party
or with any other obligations, legal or otherwise, which Executive may have.

            (b) Nondisclosure; Other Employers. Executive will not disclose to
the Company, or use, or induce the Company to use, any proprietary information,
trade secrets or confidential business information of others. Executive
represents and warrants that Executive has returned all property, proprietary
information, trade secrets and confidential business information belonging to
all prior employers.

            (c) Cooperation. Following termination of employment with the
Company, Executive shall cooperate with the Company, as requested by the
Company, to affect a transition of Executive's responsibilities and to ensure
that the Company is aware of all matters being handled by Executive.

            (d) Protection of Reputation. During the Agreement Term and
thereafter, Executive agrees that he will take no action which is intended, or
could reasonably be expected, to harm the Company or its reputation or which
could reasonably be expected to lead to unwanted or unfavorable publicity to the
Company.

            (e) Governing Law. This Agreement, including the validity,
interpretation, construction and performance of this Agreement, shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such state without regard
to such states conflicts of law


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<PAGE>

principles. All actions and proceedings relating directly or indirectly to this
Agreement shall be litigated in any state court or federal court located in New
York, New York. The parties hereto expressly consent to the jurisdiction of any
such court and to venue therein and consent to the service of process in any
such action or proceeding by certified or registered mailing of the summons and
complaint therein directed to Executive at the address as provided in Section
8(m) hereof and to the Company's designated agent for service of process (which
initially shall be which agent may be changed by the Company upon thirty (30)
days' prior written notice to Executive).

            (f) Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto in respect of the subject matter
hereof and supersedes, cancels and annuls any prior or contemporaneous written
or oral agreements, understandings, commitments and practices between them
respecting the subject matter hereof, including all prior employment agreements,
if any, between the Company and Executive, which agreement(s) hereby are
terminated and shall be of no further force or effect.

            (g) Amendment. This Agreement may be amended only by a writing which
makes express reference to this Agreement as the subject of such amendment and
which is signed by Executive and, on behalf of the Company, by its duly
authorized officer.

            (h) Severability. If any term, provision, covenant or condition of
this Agreement or part thereof, or the application thereof to any person, place
or circumstance, shall be held to be invalid, unenforceable or void, the
remainder of this Agreement and such term, provision, covenant or condition
shall remain in full force and effect, and any such invalid, unenforceable or
void term, provision, covenant or condition shall be deemed, without further
action on the part of the parties hereto, modified, amended and limited to the
extent necessary to render the same and the remainder of this Agreement valid,
enforceable and lawful. In this regard, Executive acknowledges that the
provisions of Sections 4 and 6 are reasonable and necessary for the protection
of the Company.

            (i) Construction. The headings and captions of this Agreement are
provided for convenience only and are intended to have no effect in construing
or interpreting this Agreement. The language in all parts of this Agreement
shall be in all cases construed according to its fair meaning and not strictly
for or against the Company or Executive. The use herein of the word "including,"
when following any general provision, sentence, clause, statement, term or
matter, shall be deemed to mean "including, without limitation". As used herein,
"Company" shall mean the Company and its subsidiaries and any purchaser of,
successor to or assignee (whether direct or indirect, by purchase, merger,
consolidation or otherwise) of all or substantially all of the Company's
business or assets which is obligated to perform this Agreement by operation of
law, agreement pursuant to Section 7 hereof or otherwise. As used herein, the
words "day" or "days" shall mean a calendar day or days.


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            (j) Nonwaiver. Neither any course of dealing nor any failure or
neglect of either party hereto in any instance to exercise any right, power or
privilege hereunder or under law shall constitute a waiver of any other right,
power or privilege or of the same right, power or privilege in any other
instance. All waivers by either party hereto must be contained in a written
instrument signed by the party to be charged and, in the case of the Company, by
its duly authorized officer.

            (k) Remedies for Breach. The parties hereto agree that Executive is
obligated under this Agreement to render personal services during the Agreement
Term of a special, unique, unusual, extraordinary and intellectual character,
thereby giving this Agreement peculiar value, and, in the event of a breach or
threatened breach of any covenant of Executive herein, the injury or imminent
injury to the value and the goodwill of the Company's business could not be
reasonably or adequately compensated in damages in an action at law.
Accordingly, Executive expressly acknowledges that the Company shall be entitled
to specific performance, injunctive relief or any other equitable remedy against
Executive, without the posting of a bond, in the event of any breach or
threatened breach of any provision of this Agreement by Executive (including
Sections 4 and 6 hereof). Without limiting the generality of the foregoing, if
Executive breaches Sections 4 or 6 hereof, such breach will entitle the Company
to enjoin Executive from disclosing any Confidential Information to any
Competing Business, to enjoin such Competing Business from receiving Executive
or using any such Confidential Information and/or to enjoin Executive from
rendering personal services to or in connection with such Competing Business.
The rights and remedies of the parties hereto are cumulative and shall not be
exclusive, and each such party shall be entitled to pursue all legal and
equitable rights and remedies and to secure performance of the obligations and
duties of the other under this Agreement, and the enforcement of one or more of
such rights and remedies by a party shall in no way preclude such party from
pursuing, at the same time or subsequently, any and all other rights and
remedies available to it.

            (l) Notices. Any notice, request, consent or approval required or
permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and if and when sent by certified or registered mail,
return receipt requested, with postage prepaid, to Executive's residence (as
reflected in the Company's records or as otherwise designated by Executive on
thirty (30) days' prior written notice to the Company) or to the Company's
principal executive office to the attention of the Chairman of the Board, with a
copy to:

                     Greenberg Traurig, LLP
                     200 Park Avenue
                     New York, New York 10166
                     Attn: Keith Moskowitz, Esq.

All such notices, requests, consents and approvals shall be effective upon being
deposited in the United States mail. However, the time period in which a
response thereto must be given shall commence to run from the date of receipt on
the return receipt of the notice, request, consent or approval by the addressee
thereof. Rejection or other refusal to accept,


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<PAGE>

or the inability to deliver because of changed address of which no notice was
given as provided herein, shall be deemed to be receipt of the notice, request,
consent or approval sent.

            (m) Assistance in Proceedings, Etc. Executive shall, without
additional compensation, during and after expiration of the Agreement Term, upon
reasonable notice, furnish such information and proper assistance to the Company
as may reasonably be required by the Company in connection with any legal or
quasi-legal proceeding, including any external or internal investigation,
involving the Company or any of its affiliates or in which any of them is, or
may become, a party.

            (n) Survival. Cessation or termination of Executive's employment
with the Company shall not result in termination of this Agreement. The
respective obligations of Executive and rights and benefits afforded to the
Company as provided in this Agreement shall survive cessation or termination of
Executive's employment hereunder. This Agreement shall not terminate upon, and
shall remain in full force and effect following, expiration of the Agreement
Term and all rights and obligations of the parties hereto as and to the extent
provided herein shall survive such expiration.

                            [SIGNATURE PAGE FOLLOWS]


                                   Exhibit 1
                                       16

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be
duly executed on its behalf by an officer thereunto duly authorized and
Executive has duly executed this Agreement, all as of the date and year first
written above.

                                  MAGNA-LAB INC.


                                  By:
                                     -----------------------------------
                                  Name:
                                  Title:

                                  --------------------------------------
                                  EXECUTIVE