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                                                                 EXHIBIT 10.6
                                        
                               EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "Agreement") is made and entered into as of the 
11th day of November 1996, by and between Electropharmacology, Inc., a 
Delaware Corporation (the "Company"), and Arup Sen, Ph.D. (the "Executive").

    WHEREAS, the Company desires to retain the Executive in its employ as the 
Executive Vice President of Research, Development and Regulatory of the 
Company for the period provided in this Agreement, and the Executive has 
agreed to employment with the Company in accordance with the contractual 
terms and conditions set forth below;

    WHEREAS, the Company and the Executive have discussed and the Executive 
has agreed that this Agreement supersedes any and all agreements, oral and 
written, between the parties hereto with respect to the subject hereof, and

    WHEREAS, this Agreement is intended to, and shall, set forth the 
definitive agreement of the parties.

    NOW THEREFORE, for and in consideration of the recitals and premises, and 
the promises, covenants and agreements contained herein, and intending to be 
legally bound hereby, the parties hereto agree as follows:

         1.   EMPLOYMENT. The Company hereby employs the Executive, and the 
Executive hereby accepts such employment with the Company, for the term of 
employment set forth in Section 2 hereof, all upon the terms and conditions 
hereafter set forth.

         2.   TERM. Employment shall be for a term commencing on the date 
hereof and, subject to prior termination under Section 8, Section 9, Section 
10, Section 12 or Section 13 hereof, expiring December 31, 1999. 
Notwithstanding the previous sentence, (commencing December 31, 1998), the 
term of this Agreement shall automatically be extended for one additional 
year upon the terms and conditions set forth herein, unless either party to 
this Agreement gives the other party written 

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notice (delivered in accordance with Section 21 hereof and at least 90 days 
prior to December 31, 1999) of such party's intention not to further extend 
the term of this Agreement. For purposes of this Agreement, any reference to 
the "term" of this Agreement shall include the original term and any 
extension thereof.

         3.   DUTIES OF THE EXECUTIVE.  The Executive shall serve as the 
Executive Vice President of Research, Development and Regulatory of the 
Company. The Executive shall perform such executive duties as a 
vice-president for research, development and regulatory would normally 
perform or as otherwise specified in the By-Laws of the Company as in effect 
on the date of this Agreement, and shall perform, in addition thereto, such 
other reasonable duties as the CEO may request. Except as may otherwise be 
approved in advance by the CEO and except during vacation periods and periods 
of absence due to sickness, personal injury or other disability; the 
Executive shall devote substantially all of his normal working time and his 
best efforts to the performance of his duties hereunder. Notwithstanding the 
foregoing, nothing contained herein shall preclude the Executive from (i) 
serving on the boards of directors of other companies or organizations with 
the approval of the Board of Directors of the Company (the "Board") (not to 
be unreasonably withheld) or (ii) pursuing his personal, financial and legal 
affairs provided that such activity does not materially interfere with the 
performance of the Executive's obligations hereunder.

         4.   COMPENSATION.

              a)   During the term of this Agreement, the Company shall pay 
to the Executive a base salary and such bonus as may be awarded to the 
Executive from time to time by the Board pursuant to Section 4(b) hereof.

              b)   or the period commencing on the date of this Agreement, 
and ending December 31, 1999 the Executive's base salary shall be deemed to 
be $180,000 on an annualized basis.  

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h January 1 thereafter, for the calendar year then commencing, or portion 
thereof falling within the terms of this Agreement, the Executive's base 
salary, on an annualized basis, shall be not less than the product of 180,000 
per year multiplied by the percentage obtained by dividing (i) the Consumer 
Price Index for All Urban Consumers -- U.S. City Average (1982-84 = 100) (or, 
if publication of that index is terminated, any substantially equivalent 
successor thereto) for the month of July in the fiscal year of the Company 
immediately preceding such January 1, as published by the Bureau of Labor 
Statistics of the United States Department of Labor, by (ii) said Consumer 
Price Index for the month of July 1995 provided that the Consumer Price Index 
adjustment shall in no case be greater than 6% or less than 3% in any year. 
The Executive's base salary may be increased from time to time by the Board, 
but in no event shall the Executive's base salary payable for any calendar 
year or portion thereof be less than the annualized base salary payable for 
any previous calendar year, on an annualized basis, during the term of this 
Agreement plus the then applicable Consumer Price Index adjustment provided 
by the preceding sentence. During the term of the Agreement, Executive's 
salary shall be reviewed at least annually by the Board to determine whether 
an increase beyond the Executive's base salary is warranted and appropriate.

         Except as set forth in this Section 4, such compensation shall be 
payable at the times and in the manner consistent with the Company's general 
policies regarding compensation of executive employees, but in no event less 
frequently than bi-monthly.  For so long as either (a) the Company's net 
income for its preceding fiscal year is less than 5% of its gross revenues or 
(b) the Company's gross revenues in its preceding fiscal year were less than 
$10,000,000 (gross revenues to be determined in each case in accordance with 
generally accepted accounting principles consistently applied), at the 
Board's option the Company may defer payment of up to 33 1/3% of the 
Executive's base salary each pay period during the year following such fiscal 
year. Such deferred payments shall 



                                     -3-

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bear interest, recomputed as of the beginning of each month, at an annual 
rate at that time equal to the then current prime rate as reported in the 
Wall Street Journal (the "Prime Rate"). On the first business day of each 
calendar year during the term of this Agreement the Company shall pay to the 
Executive any amount deferred the previous calendar year, plus interest, all 
or a portion of which may, at the Board's option, such determination to have 
been made by the Board of Directors on or before January 1 of said calendar 
year, be paid in the Company's common stock. The calculation of the number of 
shares of stock the Executive shall receive pursuant to the preceding 
sentence, shall be computed on the basis of the average of the fair market 
value of the Company's common stock on the first twenty (20) trading days and 
the last twenty (20) trading days of such calendar year. For purposes of this 
Agreement, fair market value as of any date shall be equal to the last 
reported sales prices of the Company's common stock on such date as reported 
in the NASDAQ National Market System or, if such common stock is traded on a 
national securities exchange, the last reported sales prices of the Company's 
common stock on such date as reported on any such exchange on which the 
Company's common stock is listed.

         c)   In addition to the base salary provided by Section 4(b) hereof, 
the Executive shall be eligible annually to receive any incentive bonus (the 
"Bonus"), that the Board may grant to him based on the Company's executive 
compensation plan then in effect, based on the CEO's assessment of the 
Executive's individual performance, which decision shall be made by the Board in
its sole discretion. The CEO shall give written notice to the Executive of the 
grant of any such Bonus and the amount thereof upon direction of the Board and 
Compensation Committee. Such Bonus shall be payable on the next date on which 
the Executive is entitled to receive a payment of his base compensation.  The 
Board may from time to time authorize such additional compensation to the 



                                     -4-

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Executive, in cash, property, options or warrants as the Board may determine 
in its sole discretion to be appropriate.

         d)   Simultaneously with the execution of this Agreement, the 
Company shall grant to the Executive an option to purchase that number of 
shares of the Company's common stock equal to 75,000 of the Company's common 
stock at a price equal to the last reported sales prices of the Company's 
common stock for the date hereof as reported in the NASDAQ National market 
System. Such option shall be immediately exercisable with respect to 25,000 
of the shares covered thereby and such option shall be exercisable with 
respect to an additional 20,000 of the shares covered thereby on the first, 
and on each of the additional 10,000 of the shares, second, third and fourth 
anniversaries of the date of this Agreement. Notwithstanding the foregoing, 
in the event the Executive's employment hereunder is terminated by the 
Company other than for Cause (as defined herein) or by the Executive by 
Permitted Resignation (as defined herein) prior to the end of the term of 
this Agreement, such option shall immediately vest and become exercisable in 
accordance with Section 11(c) hereof.  If the Executive is terminated for 
Cause (as defined herein), all stock options, whether or not vested, shall 
immediately terminate without any payment made therefor. If the Executive 
resigns (other than by Permitted Resignation), all unvested stock options 
shall immediately terminate without any payment therefor. Upon the Employee's 
death or Disability (as defined herein), all unvested stock options that are 
to vest on the next anniversary date of this Agreement shall immediately vest 
and become exercisable and all other unvested stock options shall immediately 
terminate without any payment made therefor.  The agreement evidencing such 
option shall be substantially in the form attached hereto as Exhibit A.

         5.   EXECUTIVE BENEFITS.



                                     -5-

<PAGE>

              a)   In addition to the compensation described in Section 4, 
the Company shall make available to the Executive and his eligible dependents 
such benefits which are comparable to those provided to other executive and 
management employees of the Company, including without limitation, any group 
hospitalization, health, dental care or sick leave plan, life or other 
insurance or death benefit plan, travel or accident insurance, retirement 
income or pension plan, employee stock option plan or other present or future 
group employee benefit plan or program of the Company for which key 
executives are or shall become eligible, and Executive shall be eligible to 
receive during the period of his employment under this Agreement, and, to the 
extent provided in Section 11 and Section 13 hereof, during any subsequent 
period for which he shall be entitled to receive payment from the Company 
under Section 11 or Section 13 hereof, all benefits for which key executives 
are eligible under every such plan or program to the extent permissible under 
the general terms and provisions of such plans and programs and in accordance 
with the provisions thereof provided that, except to the extent specifically 
set forth in Sections 4(c), 11, 12 and 13, the Executive shall not be 
permitted to participate in management incentive programs or in termination 
pay programs. The Executive shall be eligible to participate in any such plan 
or program under the terms and conditions applicable to other executive and 
management employees and in a manner commensurate with the Executive's 
position and level of responsibility with the Company as compared to the 
position and level of responsibility of other executive and management 
employees of the Company as determined by the Board in its sole discretion.

              b)   In addition to any life insurance coverage made available 
to the Executive under Section 5(a) hereof, the Company shall provide, at its 
sole cost and expense, to the Executive a term life insurance contract on the 
Executive's life in an amount one (1) time his annual 



                                     -6-

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base compensation, the proceeds of which shall be payable to such beneficiary 
as Executive may designate.

              c)   The Company shall pay to Executive an automobile allowance 
in the amount of $500 per month during the term of this Agreement.

              d)   The Executive shall be entitled to paid vacation per 
Article 7 (page 29) of the Electropharmacology, Inc. Employee Manual as of 
the date hereof. The Executive will accrue vacation time at a rate which 
results in 15 days (120 hours) of paid vacation time per year in the first 
through fourth years of continuous employment. In the fifth through 
fourteenth year of continuous employment, executives accrue vacation time at 
a rate which results in 22.5 days (180) hours of paid vacation per year. In 
the fifteenth through nineteenth years of continuous employment, executives 
accrue vacation at a rate which results in 25 days (200 hours) of paid 
vacation per year. After the twenty-fourth year of continuous employment and 
thereafter, executives accrue vacation at a rate which results in 30 days 
(240 hours) of paid vacation per calendar year which shall be pro-rated for 
partial years. Executive may carry over from year to year up to 500 hours of 
unused vacation time. Notwithstanding anything herein to the contrary, the 
Executive may not take more than two (2) weeks vacation during any twelve 
(12) week period without the prior written permission of the Company, which 
shall not be unreasonably withheld.

         6.   EXPENSES.

              a)   The Company shall also pay or reimburse the Executive for 
all reasonable and necessary expenses incurred by the Executive in connection 
with his duties on behalf of the Company in accordance with the general 
policies of the Company and his employment by the Company pursuant to this 
Agreement.



                                     -7-

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              b)   MOVING EXPENSES. The Company shall pay the Executive a 
total of $50,000 to reimburse him for his moving and related expenses.

         7.   PLACE OF PERFORMANCE. In connection with his employment by the 
Company, unless otherwise agreed by the Executive, the Executive shall be 
based at the principal executive offices of the Company, except for travel 
reasonably required for Company business.

         8.   TERMINATION. The Company may terminate Executive's employment 
hereunder for Cause which shall mean;

              a)   The Executive's conviction by, or entry of a plea of 
guilty or nolo-contendere in, a court of competent and final jurisdiction for 
any crime involving moral turpitude or punishable by imprisonment in the 
jurisdiction involved (provided that if the Executive's conviction is 
subsequently overturned, and the Company had terminated the Executive 
pursuant to this Section 8(a), such termination shall be deemed to be without 
Cause and the Executive shall be entitled to receive the payments and 
benefits set forth in Section 11, together with interest at the then current 
prime rate as reported in the Wall Street Journal, from the date such 
payments would have been due to the Executive had such termination been 
without Cause until the date such payments are made to the Executive);

              b)   Executive's breach of any of the covenants contained in 
Section 25 of this Agreement;

              c)   Executive's commission of an act of fraud, whether prior 
to or subsequent to the date hereof, upon Employer;

              d)   Executive's continuing repeated willful failure or refusal 
to perform his duties as required by this Agreement, provided, that 
termination of Executive's employment pursuant to this subparagraph (d) shall 
not constitute valid termination for cause unless Executive shall have first 



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received written notice from the Board stating with specificity the nature of 
such failure or refusal and affording Executive at least fifteen (15) days to 
correct the act or omission complained of;

              e)   Gross negligence, insubordination, or material violation by 
Executive of any duty of loyalty to the Company or any other material 
misconduct on the part of Executive, provided that termination of Executive's 
employment pursuant to this subparagraph (e) shall not constitute valid 
termination for cause unless Executive shall have first received written 
notice from the Board stating with specificity the nature of such failure or 
refusal and affording Executive at least fifteen (15) days to correct the act 
or omission complained of;

              f)   A material breach of this Agreement by the Executive as 
determined by the Company after the Executive has been given written notice 
of such alleged breach, and not less than thirty (30) days to cure such 
alleged breach or such longer period as may be reasonably necessary to cure 
such breach provided that the Executive is diligently pursuing such cure.

         9.   RESIGNATION.

              a)   In the event that (i) the Company shall during the term of 
this Agreement (A) fail to continue the Executive as Executive Vice President 
of the Company, (B) reduce the Executive's base salary below the minimum 
amount specified in Section 4(a) without the Executive's prior written 
consent, (C) violate any material term of this Agreement, or (D) relocate the 
Executive because of a, or due to a change of control (as defined herein), 
provided that the Executive gives the Company written notice of such 
violation and the Company fails to cure such violation within 30 days or such 
longer period (the "Cure Period") as may be reasonably necessary to cure such 
violation provided that the Company is diligently pursuing such cure, then 
the Executive, at his sole option, may give notice to the Company at any time 
within ten (10) days after the expiration of the Cure Period of his election 
to resign and terminate this Agreement ("Permitted Resignation") effective 



                                     -9-

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immediately upon receipt of such notice (delivered in accordance with Section 
21 hereof), or effective upon such other date (not later than ten (10) days 
following such notice) that the Executive may designate in such notice.

              b)   The term "Relocate" shall mean requiring the Executive to 
move more than fifty [50] miles from the then place of performance of the 
Executive, as defined under Section 7 herein. A "Change of Control" shall 
mean the occurrence during the term of this Agreement of any of the following 
events;

              A)   the Company is merged, consolidated or reorganized into or 
with another corporation or other legal person, and as a result of such 
merger, consolidation or reorganization less than fifty percent (50%) of the 
combined voting power of the then outstanding securities entitled to vote 
generally in the election of directors ("Voting Stock") of such corporation 
or person immediately after such transaction are held in the aggregate by the 
holders of Voting Stock of the Company immediately prior to such transaction; 
or

              B)   The Company sells or otherwise transfers all or 
substantially all of its assets to another corporation or other legal person, 
and as a result of such sale or transfer less than fifty percent (50%) of the 
combined voting power of the then outstanding Voting Stock of such corporation 
or person immediately after such sale or transfer is held in the aggregate by 
the holders of Voting Stock of the Company immediately prior to such sale or 
transfer; or

              C)   If, during any period of two consecutive years, (i) 
individuals who at the beginning of any such period constitute the Directors 
of the Company and (ii) such other persons as are nominated or elected by a 
vote of the Directors of the company, collectively, cease for any reason to 
constitute at least a majority of the Directors of the Company; provided, 
however, that for purposes of this clause 9(b)(C) each Director who is first 
elected, or first nominated for election by the 



                                     -10-

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Company's stockholders, by a vote of the Director's of the Company (or a 
committee thereof) then still in office who were Director's of the company at 
the beginning of any such period will be deemed to have been a Director of 
the company at the beginning of such period.

         10.  DEATH.  The term of this Agreement shall terminate on the death 
of the Executive.

         11.  TERMINATION PAYMENTS AND BENEFITS. If the Executive's 
employment hereunder is terminated by the Executive by Permitted Resignation 
or by the Company other than for Cause, prior to the end of the term of this 
Agreement, then the Company shall be obligated to pay to the Executive 
certain termination payments and make available certain benefits as follows:

              a)   TERMINATION PAYMENT. The Company shall pay to the 
Executive a lump sum in cash, payable within ten (10) business days after the 
effective date of such termination, equal to one time the sum of (i) the 
Executive's base salary pursuant to Section 4(a) PLUS (ii) the Executive's 
average annual bonus granted pursuant to Section 4(c) hereof during the 
two-year period (or such shorter period during which the Executive is 
employed by the Company) immediately preceding the Executive's termination, 
prorated for a partial year. In addition, (i) if at the time of termination 
the remainder of the term is greater than one (1) year, and the Executive 
remains unemployed one (1) year after the termination date, the Executive 
shall be entitled to receive his base salary pursuant to Section 4(a) from 
such one (1) year anniversary of the termination date until the earlier of 
(A) the end of the term or (B) the date on which the Executive becomes 
employed (subject to the limitation that the total amount paid to the 
Executive pursuant to this Section 11(a) shall not exceed the total amount of 
base salary the Executive would have received pursuant to Section 4(a) 
between the termination date and the end of the term) and (ii) if at the time 
of termination the remainder of the term is less than one (1) year, the 
Executive will receive one (1) time the amount otherwise provided in this 
Section 11(a). 



                                     -11-

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Notwithstanding any provision to the contrary contained herein, the Executive 
shall be entitled to receive the payments provided for in the second sentence 
of this Section 11(a) (A) only for so long as the Executive uses all 
reasonable means available to him to diligently pursue new employment and (B) 
provided the Executive accepts a reasonable offer of employment. It shall be 
within the Company's sole and absolute discretion to determine, such 
determination to be reasonably comparable to the practice of the industry, 
whether the Executive has complied with the provisions of this Section 11(a).

              b)   Notwithstanding the foregoing provision of Section 11(a), 
upon the closing of the Change of Control event and up to one year after the 
Change of Control event, the Executive may resign and receive benefits under 
Section 11(a) however, limited to the Executive's base salary pursuant to 
Section 4(A) plus the Executive's average annual bonus granted pursuant to 
Section 4(c) hereof during the two year period immediately preceding the 
Executives resignation due to a change of control and required relocation 
event.

              c)   BENEFITS. Notwithstanding any provision to the contrary in 
any option agreement or other agreement or in any plan, except as provided 
for under Section 8(a), (i) all of the Executive's outstanding stock options 
shall immediately vest and become exercisable and the Executive shall have 
the full term of the option to exercise any of the Executive's stock options, 
and (ii) all restrictions on any other equity awards relating to continued 
performance of services shall lapse.

              Subject to Section 15, for one year following the termination 
of this Agreement, the Company shall use its reasonable best efforts to 
maintain in full force and effect for the continued benefit of the Executive 
all employee welfare benefit plans and perquisite programs in which the 
Executive was entitled to participate immediately prior to the Executive's 
termination or shall arrange to make available to the Executive benefits 
substantially similar to those which the Executive would otherwise have been 
entitled to receive if his employment had not been terminated; provided, 



                                     -12-

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however; that (i) if the remainder of the term exceeds one (1) year, the 
Company shall use its reasonable best efforts to continue to provide such 
benefits to the Executive until the end of the term and (ii) if the remainder 
of the term is less than one (1) year, the obligation of the Company pursuant 
to this Section 11(c) shall extend for only one (1) year following the 
termination date. Such welfare benefits shall be provided to the Executive on 
the same terms and conditions (including, without limitation, employee 
contributions toward the premium payments) under which the Executive was 
entitled to participate immediately prior to his termination.

              Notwithstanding the foregoing, with respect to the Executive's 
continued coverage under the Company's medical and dental plan, or a 
successor plan, pursuant to this provision, the Executive's "qualifying 
event" for purposes of the Consolidated Omnibus Budget Reconciliation Act of 
1985 ("COBRA") shall be his date of termination from the Company.

         12.  OTHER TERMINATION. If the Company terminates this Agreement for 
Cause or if the Executive terminates this Agreement for any reason other than 
by Permitted Resignation or if the Executive dies or in the event of the 
Executive's Disability, then the Company and the Executive shall have no 
further obligation hereunder except as follows or except as provided in any 
available plan, program or agreement:

              a)   The Company shall pay the Executive his then current 
minimum base salary through the effective date of such termination;

              b)   If the Executive terminated this Agreement other than by 
Permitted Resignation, he shall receive such benefits, if any, as are afforded 
by the Company under its then existing policies applicable to employees who 
voluntarily terminate their employment; and

              c)   The Executive shall have the rights set forth in Section 13 
hereof in the event of termination of this Agreement upon his Disability.



                                     -13-

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         13.  DISABILITY.

              a)   In the event of the Executive's Disability (as defined 
herein) during the term of this Agreement, the Executive's duties and 
obligations hereunder shall cease and the Company shall pay to the Executive 
in cash, for each calendar year until the Executive reaches the age of 65 and 
at the times at which the Executive would have received payment of his base 
salary, an amount equal to 60% of the sum of (i) the Executive's highest 
annual base salary pursuant to Section 4(a) than in effect for the period 
prior to the Executive's Disability. For this purpose, the Company shall 
maintain in full force and effect during the term of this Agreement an 
insurance policy with an insurance company that reasonably shall provide for 
the payment of such amounts to the Executive upon his Disability.

              b)   "Disability" shall be defined as in the insurance policy 
referenced in Section 13(a) hereof.

              c)   For the period during which the Executive is entitled to 
receive payments under this Section 13, the Company shall use its reasonable 
best efforts to maintain in full force and effect for the continued benefit 
of the Executive all employee welfare benefit plans, as provided for under 
the insurance policy limits, except for life insurance provided for under 
Section 5(b); and except for the automobile allowance set forth in Section 
5(c). Such welfare benefits shall be provided to the Executive on the same 
terms and conditions (including employee contributions toward the premium 
payments) under which the Executive was entitled to participate immediately 
prior to his Disability.

              d)   The Company shall have no obligation under this Section 13 
if the Executive is not insurable under an insurance policy with a reasonably 
price premium, as determined by the Company in its sole absolute discretion.



                                     -14-

<PAGE>

         14.  NO OTHER TERMINATION COMPENSATION.  Except as specifically 
provided in Sections 11, 12 and 13 hereof, upon termination of this Agreement 
for any reason, the Executive shall not be entitled to any severance pay or 
to any other compensation or payments (by way of salary, damages or 
otherwise) of any nature relating to this Agreement or otherwise relating to 
or arising out of his employment by the Company.

         15.  MITIGATION OBLIGATION.  The Executive shall mitigate damages 
including the amount of any payment provided for pursuant to Section 13 by 
seeking other employment or otherwise; provided, however, that the Executive 
is under no obligation to mitigate any amount provided for by insurance 
policies under Section 13 hereof.

         16.  ARBITRATION. Any dispute between the parties under this 
Agreement shall be submitted to arbitration and such arbitration shall be 
conducted in accordance with the rules of the International Chamber of 
Commerce ("ICC"). Each of the parties hereto shall appoint one person as an 
arbitrator to hear and determine any such dispute and if the two arbitrators 
so chosen shall be unable to agree, then the two arbitrators shall select a 
third impartial arbitrator whose decision shall control. All arbitrators 
selected shall have previously engaged in and conducted arbitrations for at 
least the past three (3) years in accordance with the rules of the ICC. The 
arbitrators shall have the right only to interpret and apply the provisions 
of this Agreement and may not change any of its provisions except as 
permitted by Section 23 hereof. The arbitrators shall permit reasonable 
pre-hearing discovery of facts, to the extent necessary to establish a claim 
or a defense to a claim, subject to supervision by the arbitrators. The 
determination of the arbitrators shall be conclusive and binding upon the 
parties and judgment upon the same may be entered in any court having 
jurisdiction thereof. The arbitrators shall give written notice to the 
parties stating his or their determination, and shall furnish to each party a 
signed copy of such determination. Arbitration hereunder shall be final and 
binding on the parties and 

                                     -15- 
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may not be appealed. The expenses of arbitration, including reasonable 
attorneys' fees, shall be borne by the losing party or as the arbitrators 
shall otherwise equitably determine.

         17.  INDEMNIFICATION. To the maximum extent permitted under the 
corporate laws of the State of Delaware or, if more favorable, the By-Laws of 
the Company as in effect on the date of this Agreement, (a) the Executive 
shall be indemnified and held harmless by the Company, as provided under 
such corporate laws or such By-Laws, as applicable, for any and all actions 
taken or matters undertaken, directly or indirectly, in the performance of 
his duties and responsibilities under this Agreement or otherwise on behalf 
of the Company, and (b)without limiting clause (a), the Company shall 
indemnify and hold harmless the Executive from and against (i) any claim, 
loss, liability, obligation, damage, cost, expense, action, suit, proceeding 
or cause of action (collectively, "Claims") arising from or out of or 
relating to the Executive's performance as an officer, director, employee or 
agent of the Company or any of its affiliates or in any other capacity, 
including, without limitation, any fiduciary capacity, in which the Executive 
serves at the request of the Company, and (ii) any cost or expense 
(including, without limitation, fees and disbursements of counsel) 
(collectively, "Expenses") incurred by the Executive in connection with the 
defense or investigation thereof. If any Claim is asserted or other matter 
arises with respect to which the Executive believes in good faith the 
Executive is entitled to indemnification as contemplated hereby, the Company 
shall pay the Expenses incurred by the Executive in connection with the 
defense or investigation of such Claim or matter (or cause such Expenses to 
be paid) on a monthly basis, provided that the Executive shall reimburse the 
Company for such amounts, plus simple interest thereon at the then current 
prime rate as reported in the Wall Street Journal as in effect from time to 
time, compounded annually, if the Executive shall be found, as finally 
judicially determined by a court of competent jurisdiction, not to have been 
entitled to indemnification hereunder.



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         18. AGREEMENT. This Agreement supersedes any and all other 
agreements, either oral or written, between the parties hereto with respect 
to the subject matter hereof, and contains all of the covenants and 
agreements between the parties with respect to such subject matter, and 
Executive has received legal counsel regarding the entirety of the Agreement.

         19.  WITHHOLDING OF TAXES. The Company may withhold from any amounts 
payable under this Agreement all federal, state, city or other taxes as the 
Company is required to withhold pursuant to any law or government regulation 
or ruling.

         20.  SUCCESSORS AND BINDING AGREEMENT.

              a)   The Company will reasonably require any successor (whether 
direct or indirect, by purchase, merger, consolidation, reorganization or 
otherwise) to all or substantially all of the business or assets of the 
Company, by agreement in form and substance satisfactory to the Executive 
acting reasonably, expressly to assume and agree to perform this Agreement in 
the same manner and to the same extent the Company would be required to 
perform if no such succession had taken place. This Agreement will be binding 
upon and inure to the benefit of the Company and any successor to the 
Company, including, without limitation, any persons acquiring directly or 
indirectly all or substantially all of the business or assets of the Company 
whether by purchase, merger, consolidation, reorganization or otherwise (and 
such successor shall thereafter be deemed the "Company" for the purposes of 
this Agreement).

              b)   This Agreement will inure to the benefit of and be 
enforceable by the Executive's personal or legal representatives, executors, 
administrators, successors, heirs, distributees and legatees.

              c)   The rights of the Company under this Agreement may without 
the consent of Executive, be assigned by the Company in its sole and 
unfettered discretion (a) to any 



                                     -17-

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person, firm, corporation, or other business entity which at any time, 
whether by purchase, merger, or otherwise, directly or indirectly, acquires 
all or substantially all of the assets or business of the Company, or (b) to 
any subsidiary or affiliate of the Company (the "Company Group"), or any 
transferee, whether by purchase, merger or otherwise, which directly or 
indirectly acquires all or substantially all of the assets of the Company or 
any other member of the Company Group.

         21.  NOTICES. For all purposes of this Agreement, all 
communications, including, without limitation, notices, consents, requests or 
approvals, required or permitted to be given hereunder will be in writing and 
will be deemed to have been duly given when hand delivered or dispatched by 
electronic facsimile transmission (with receipt thereof confirmed), or five 
business days after having been mailed by United States registered or 
certified mail, return receipt requested, postage prepaid, or three business 
days after having been sent by a nationally recognized overnight courier 
service such as Federal Express, UPS, or Purolator, addressed to the Company 
(to the attention of the Secretary of the Company) at its principal executive 
offices and to the Executive at his principal residence, or to such other 
address as any party may have furnished to the other in writing and in 
accordance herewith, except that notices of changes of address shall be 
effective only upon receipt.

         22.  GOVERNING LAW. The validity, interpretation, construction and 
performance of this Agreement will be governed by and construed in accordance 
with the substantive laws of the State of Florida, without giving effect to 
the principles of conflict of laws of such State.

         23.  SEVERABILITY AND REFORMATION. If any provision of this 
Agreement is held to be illegal, invalid or unenforceable under any present 
or future law, and if the rights or obligations of the parties under this 
Agreement would not be materially and adversely affected thereby, such 
provision shall be fully separable, and this Agreement shall be construed and 
enforced as if such illegal, invalid or unenforceable provision had never 
comprised a part thereof, the remaining provisions of this 



                                     -18-

<PAGE>

Agreement shall remain in full force and effect and shall not be affected by 
the illegal, invalid or unenforceable provision or by its severance 
therefrom, and, in lieu of such illegal, invalid or unenforceable provision, 
there shall be added automatically as a part of this Agreement a legal, valid 
and enforceable provision as similar in terms to such illegal, invalid or 
unenforceable provision as may be possible, and the parties hereto request 
the court or any arbitrator to whom disputes relating to this Agreement are 
submitted to reform the otherwise illegal, invalid or unenforceable provision 
in accordance with this Section 23.

         24.  SURVIVAL OF PROVISIONS.  Notwithstanding any other provision of 
this Agreement, the parties' respective rights and obligations under Sections 
4, 5, 11, 12, 13, 14, 15, 16, 17, 19 and 25 hereof, and under any other 
Sections that provide a party with rights (including, without limitation, 
rights to receive payments) that have not been fully satisfied as of such 
termination or expiration, will survive any termination or expiration of this 
Agreement or the termination of the Executive's employment for any reason 
whatsoever.

         25.  NONDISCLOSURE; COMPETITIVE ACTIVITY. With the exception of 
Addendum "A" attached, the existing Agreement attached hereto as Exhibit B 
(dated November 11, 1996) shall not be superseded but shall remain in full 
force and effect and continue to be binding upon and inure to the benefit of 
the Company and the Executive.

         26.  MISCELLANEOUS. No provision of this Agreement may be modified, 
waived or discharged unless such waiver, modification or discharge is agreed 
to in writing signed by the Executive and the Company. No waiver by either 
party hereto at any time of any breach by the other party hereto or 
compliance with any condition or provision of this Agreement to be performed 
by such other party will be deemed a waiver of similar or dissimilar 
provisions or conditions at the same or at any prior or subsequent time. 
Unless otherwise noted, references to "Sections" are to sections of this 
Agreement.
 
                                     -19- 
<PAGE>

The captions used in this Agreement are designed for convenient reference only 
and are not to be used for the purpose of interpreting any provision of this 
Agreement.

         27.  COUNTERPARTS. This Agreement may be executed in one or more 
counterparts, each of which shall be deemed to be an original but all of 
which together will constitute one and the same agreement.

         IN WITNESS WHEREOF; the parties hereof have executed this Agreement 
as of the day and year first above written.


                                          /s/ ARUP SEN
                                          ------------------------------
                                          Arup Sen



                                          ELECTROPHARMACOLOGY, INC.


                                          By: /s/ JOSEPH MOOIBROEK
                                             ---------------------------

                                          Name:   Joseph Mooibroek
                                               -------------------------

                                          Title:  Chairman and CEO
                                                ------------------------





                                     -20-

<PAGE>

                                   ADDENDUM A


    The Company acknowledges that the Executive has certain commercialization 
rights to certain biomedical technologies licensed by HealthTech Development, 
Inc. ("HTD"), including its wholly owned subsidiary, Applied Biological 
Coatings & Implants Inc. ("ABCI").  The Company hereby agrees that the 
Executive shall be entitled to retain all benefits that arise out of HTD and 
ABCI and the Executive agrees that he will conclude his direct operational 
involvement in HTD and ABCI activities within six (6) months of the date of 
this Agreement and further agrees that he will limit such involvement to no 
more than four (4) days per month during such six month period. The Executive 
further agrees that he will bring to the Company's attention and negotiate in 
good faith with the Company a licensing or acquisition agreement with respect 
to each product or technology that is reasonably deemed to be within the 
scope of the Company's business. If the Company elects not to pursue such a 
license or acquisition opportunity, then the Executive shall be free to offer 
it to a third party and retain any consideration derived therefrom without 
any further obligation to the Company with respect to such product or 
technology.





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