Exhibit 10.18

                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made this
20th day of July, 2001, between EP MedSystems, Inc., a New Jersey corporation
(the "Company"), and Reinhard Schmidt (the "Executive").

                                  WITNESS THAT

            WHEREAS, the Company wishes to retain the services of the Executive
as an employee; and

            WHEREAS, the Executive agrees to be retained by the Company under
the terms and subject to the conditions hereinafter set forth;

            NOW, THEREFORE, in consideration of the mutual covenants and
representations contained herein, the parties hereto agree as follows:

      1. Position and Duties.

            (a) Position and Duties. The Company hereby engages the Executive as
the President and Chief Operating Officer of the Company under the terms and
subject to the conditions set forth in this Employment Agreement. During the
Employment Period (as hereinafter defined), the Executive shall report to the
Chief Executive Officer of the Company and shall exercise such authority,
perform such executive duties and functions and discharge such responsibilities
as are reasonably associated with the Executive's position, commensurate with
the authority vested in the Executive pursuant to this Employment Agreement and
consistent with the By-Laws of the Company, including, without limitation, the
responsibility for the Company's day-to-day operations. During the Employment
Period, the Executive shall devote his full business time, skill and efforts to
the business of the Company.

            (b) Company Offices. The Executive acknowledges that the Company's
headquarters are located in Mount Arlington, New Jersey but that the Company has
a facility in West Berlin, New Jersey as well and that the Executive's duties
shall primarily be performed from the West Berlin offices, subject to reasonable
and necessary business travel from time to time. Executive acknowledges and
agrees that the location of performance of his duties shall be at the discretion
of the Board of Directors provided that such location is within the State of New
Jersey.

            (c) Election to Board of Directors. The Executive agrees that, if
elected, the Executive shall serve as a member of the Board of Directors of the
Company and of any committees of the Board to which he may be appointed during
the Employment Period at the discretion of the Board and the shareholders, as
applicable, without further compensation, provided however, that insofar as the
election of the Executive as a director, the Company's obligations shall be to
use its best efforts to cause the expansion of the current Board of Directors to
five members and to similarly use its best efforts to cause the Executive to be
elected as a director to fill the vacancy created by such expansion. To the
extent that the Executive is elected


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to the Board of Directors, subject to approval of the Company's Plan Committee,
Compensation Committee or the Board of Directors, as required by the Company's
1995 Director Option Plan, the Company shall grant to the Executive a stock
option for the purchase of 60,000 shares of the Company's common stock at an
exercise price of equal to the fair market value of stock on the date of the
option grant. The stock option shall in all respects be subject to the terms and
provisions of the Company's 1995 Director Option Plan and to the option grant
and shall vest at the rate of 1,000 shares per month while the Executive is
serving as a director.

      2. Employment Period.

            The Company shall employ the Executive, and the Executive shall
serve the Company, under the terms of this Employment Agreement for an initial
term of two (2) years commencing on a mutually agreed upon date as soon as
possible after the date first above written. Unless terminated in accordance
with the provisions hereof, this Employment Agreement shall be renewed
automatically after the initial two-year term for successive one-year terms on
August 1st of each year on the same terms and subject to the same conditions
contained herein. Either party may provide the other with written notice of its
intention not to renew this Employment Agreement at least thirty (30) days prior
to the expiration of the then current term. Notwithstanding the foregoing, the
Executive's employment hereunder may be earlier terminated, in accordance with
the provisions of Section 4 and subject to the provisions of Section 5 hereof.
Any non-renewal of this Employment Agreement by the Company shall not be deemed
to be a termination other than for "cause" for purposes of Sections 4 or 5
hereof. The period of time between the commencement and the expiration or
earlier termination of the Executive's employment hereunder shall be referred to
herein as the "Employment Period."

      3. Compensation and Benefits.

            (a) Salary. During the Employment Period, the Company shall pay to
the Executive, as compensation for the performance of his duties and obligations
under this Employment Agreement, a base salary of $200,000 per annum, payable in
arrears not less frequently than monthly in accordance with the normal payroll
practices of the Company. Such base salary shall be subject to review each year
by the Board of Directors with any change in salary being in the sole discretion
of the Board of Directors.

            (b) Bonuses. During the first year of the Employment Period, the
Executive shall be eligible to earn a bonus in an amount up to $50,000, the
amount of which shall be based upon and subject to the achievement of certain
milestones to be determined by the Board of Directors, in its sole discretion.
Any such bonus shall be payable in accordance with the Company's normal payroll
practices. In each subsequent year of the Employment Period, the Executive shall
be eligible to receive a bonus in such amount and upon achievement of such
milestones as the Board of Directors shall determine, in its sole discretion.

            (c) Other Benefits. During the Employment Period, the Executive
shall be entitled to participate in all of the employee benefit plans, programs
and arrangements of the Company in effect during the Employment Period which are
generally available to senior executives of the Company, subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans, programs and arrangements, which plans, programs and


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arrangements shall include, without limitation, full health, life and disability
insurance coverage. In addition, during the Employment Period, the Executive
shall be entitled to fringe benefits and perquisites comparable to those of
other senior executives of the Company, including, but not limited to, four (4)
weeks of vacation pay per year, to be used in accordance with the Company's
vacation pay policy for senior executives.

            (d) Business Expenses. During the Employment Period, the Company
shall reimburse the Executive for all appropriately documented, reasonable
business expenses incurred by the Executive in the performance of his duties
under this Employment Agreement, in accordance with the Company's policies.

            (e) Automobile Allowance. During the Employment Period, the Company
shall provide to the Executive a monthly allowance equal to $600 as an
automobile allowance.

            (f) Temporary Housing Allowance. During the first year of the
Employment Period, the Company shall provide to the Executive a monthly
allowance equal to up $2,000 for the rental of temporary housing in the Cherry
Hill, New Jersey area. After the first year of the Employment Period, the
Company and the Executive shall re-evaluate the need for such allowance and a
decision shall be made by the Board of Directors, in its sole discretion,
whether to continued this perquisite.

            (g) Stock Options. Subject to approval of the Company's Plan
Committee, Compensation Committee or the Board of Directors, as required by the
Company's 1995 Long Term Incentive Plan, the Company shall grant to the
Executive an Incentive Stock Option under such plan for the purchase of 100,000
shares of the Company's common stock at an exercise price equal to not less than
100% of the fair market value of the stock on the date of the option grant. The
option shall vest as to 20% of the shares subject to option immediately upon
grant and, thereafter, 20% of the remainder of the shares subject to option
shall vest each year on the anniversary date of the date of grant and the option
shall be exercisable for a period of ten years from the date of grant. In
addition, during each subsequent year of the Employment Period, the Executive
shall be eligible to receive other grants of stock options or equity-based
incentive compensation under plans or arrangements adopted by the Company for
which senior executives are eligible. The stock options so granted shall be
subject in all respects to the terms and provisions of the Company's 1995 Long
Term Incentive Plan.

            (h) Equity. In further consideration of the Executive's agreement to
enter into the Company's employ, the Company shall sell and issue to the
Executive 100,000 shares of the Company's common stock (the "Shares") at a price
per share equal to the closing sale price on the date hereof, together with a
five-year warrant to purchase an additional 100,000 shares of the Company's
common stock at an exercise price equal to $2.75 per share (the "Warrant"),
pursuant to a Restricted Stock Purchase Agreement in substantially the form of
Exhibit A, and shall provide the Executive with an interest-free, non-recourse
loan to effect the purchase of the Shares; the loan shall extend for a period of
two (2) years, shall be evidenced by a promissory note in substantially the form
of Exhibit B and shall be secured by the Shares in accordance with the terms of
a Stock Pledge Agreement in substantially the form of Exhibit C, both of which
shall be executed contemporaneously with the execution hereof. The Warrant shall
be evidenced by a warrant instrument in substantially the form of Exhibit D.


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      4. Termination of Employment.

            (a) Termination. The Company may terminate the Executive's
employment hereunder at any time and for any reason which termination shall be
effective immediately upon written notice from the Company to the Executive.

            (b) Termination for Cause. For purposes of this Employment Agreement
the Company shall have "cause" to terminate the Executive's employment hereunder
if such termination shall be the result of:

            (i) fraud, theft, misappropriation of funds or assets or dishonesty
      or similar behavior;

            (ii) the conviction for, or plea of nolo contendere to a charge of
      commission of a felony involving dishonesty as against the Company;

            (iii) the willful, or grossly negligent, misconduct, disobedience or
      failure to substantially perform his duties hereunder or carry out an
      order from the Chief Executive Officer or the Board of Directors;

            (iv) habitual absence from work, including, without limitation,
      habitual absence from the office for substantial portions of a workday on
      non-Company matters;

            (v) habitual drunkenness, habitual drug use or addition;

            (vi) malicious denigration in public of the Company or any of its
      officers, directors or affiliates;

            (vii) physical destruction of Company property or assets or physical
      violence or lewd or lascivious behavior;

            (viii) appropriation of business opportunities of the Company for
      direct or indirect personal gain;

            (ix) any conduct of the Executive which is materially detrimental or
      embarrassing to the Company;

            (x) any significant and meaningful default of the Executive's
      obligations under this Employment Agreement which is not cured within
      thirty (30) days of written notification thereof to the Executive by the
      Company;

            (xi) any failure or refusal by the Executive to comply with the
      reasonable policies, rules and regulations of the Company which is not
      cured within thirty (30) days of written notification thereof to the
      Executive by the Company; or

            (xii) breach of the confidentiality/non-disclosure agreement entered
      into by the Executive contemporaneously herewith.


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            Notwithstanding the foregoing, it shall be a condition precedent to
the Company's right to terminate the Executive's employment for "cause" that (1)
the Company shall first have given the Executive written notice stating with
specificity the grounds for the "cause" and (2) if such grounds are susceptible
of being eliminated, a period of thirty (30) days from and after the giving of
such notice shall have elapsed without the Executive having effectively
eliminated such grounds during such 30-day period, unless such grounds cannot be
eliminated within thirty (30) days, in which case the period for elimination
shall be extended for a reasonable time (not to exceed thirty (30) days),
provided the Executive has made and continues to make a diligent effort to
effect such elimination.

            (c) Termination for Good Reason. The Executive shall have the right
to terminate his employment with the Company at any time and for any reason. For
purposes of this Employment Agreement, the Executive shall have "good reason" to
terminate his employment hereunder if such termination shall be the result of:

            (i) a material reduction by the Company of the compensation and
      benefits provisions set forth in Section 3 hereof; or

            (ii) a breach by the Company of any of the material terms of this
      Employment Agreement;

            (iii) a material diminution in the Executive's duties and
      responsibilities or title or authority associated with such title as set
      forth in Section 1 hereof;

            (iv) the relocation of the Company outside of the State of New
      Jersey; or

            (v) either of (i) or (iii) above occurring within one (1) year
      following a Change in Control (as hereinafter defined) of the Company.

            Notwithstanding the foregoing, it shall be a condition precedent to
the Executive's right to terminate his employment for "good reason" that (1) the
Executive shall first have given the Company written notice stating with
specificity the reason for the resignation ("breach") and (2) if such breach is
susceptible of cure or remedy, a period of thirty (30) days from and after the
giving of such notice shall have elapsed without the Company having effectively
cured or remedied such breach during such 30-day period, unless such breach
cannot be cured or remedied within thirty (30) days, in which case the period
for remedy or cure shall be extended for a reasonable time (not to exceed thirty
(30) days), provided the Company has made and continues to make a diligent
effort to effect such remedy or cure.

For purposes hereof, the term "Change in Control" shall be deemed to have
occurred if:

(1) any person, firm or corporation acquires directly or indirectly the
Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act
of 1934, as amended) of any voting security of the Company and immediately after
such acquisition, the acquirer has Beneficial Ownership of voting securities
representing 40% or more of the total voting power of all the then-outstanding
voting securities of the Company; or


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(2) the individuals (A) who, as of the date hereof constitute the Board of
Directors of the Company (the "Original Directors") or (B) who thereafter are
elected to the Board of Directors of the Company (the "Company Board") and whose
election, or nomination for election, to the Company Board was approved by a
vote of at least 2/3rds of the Original Directors then still in office (such
directors being called the "Additional Original Directors") or (C) who are
elected to the Company Board and whose election or nomination for election to
the Company Board was approved by a vote of at least 2/3rds of the Original
Directors and the Additional Original Directors then still in office, cease for
any reason to constitute a majority of the members of the Company Board; or

(3) the shareholders of the Company shall approve a merger, consolidation,
recapitalization or reorganization of the Company or consummation of any such
transaction if shareholder approval is not sought or obtained, other than any
such transaction which would result in at least 75% of the total voting power
represented by the voting securities of the surviving entity outstanding
immediately after such transaction being Beneficially Owned by holders of
outstanding voting securities of the Company immediately prior to the
transaction, with the voting power of each such continuing holder relative to
such other continuing holders being not altered substantially in the
transaction; or

(4) the shareholders of the company shall approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or a substantial portion of the Company's assets (i.e. 50% or more in value of
the total assets of the Company.

            (d) Termination Upon Death or Permanent Disability. The Employment
Period shall be terminated by the death of the Executive. The Employment Period
may be terminated by the Board of Directors if the Executive shall be rendered
incapable of performing his duties to the Company by reason of any medically
determined physical or mental impairment that continues for a period of either
(i) three (3) or more consecutive months from the first date of the Executive's
absence due to the disability, or (ii) six (6) months during any twelve-month
period (in either case, a "Permanent Disability"). If the Employment Period is
terminated by reason of Permanent Disability of the Executive, the Company shall
give thirty (30) days' advance written notice to that effect to the Executive.

      5. Consequences of Termination.

            (a) Without Cause or for Good Reason. In the event of a termination
of the Executive's employment during the Employment Period by the Company other
than for "cause" (as provided for in Section 4(b) hereof) and other than for
death or Permanent Disability, or by the Executive for "good reason" (as
provided for in Section 4(c) hereof), the Company shall pay the Executive and
provide him with the following:

            (b) Payments. The Executive shall be entitled to the following cash
payments (net of any required tax withholding):

            (i)   Severance Payment: The Executive's then-current base salary
                  payable over a period of twelve months which shall be payable
                  in the same amounts and


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                  at the same intervals as in effect during the Employment
                  Period subject to any revisions in the Company's normal
                  payroll practices; and

            (ii)  Earned but Unpaid Amounts: Any previously earned but unpaid
                  base salary through the Executive's final date of employment
                  with the Company, and any previously earned but unpaid bonus
                  amounts for any completed fiscal year prior to the date of the
                  Executive's termination of employment, which shall be payable
                  on the same date(s) as such amounts would have been paid prior
                  to the termination.

            (c) Other Benefits. For a period of twelve (12) months from the date
of termination, the Company shall provide to the Executive continued coverage
for himself and his dependents under all health, life, disability and similar
employee benefit plans and programs of the Company on the same basis as the
Executive was entitled to participate immediately prior to such termination,
provided that the Executive's continued participation is possible under the
general terms and provisions of such plans and programs. In the event that the
Executive's participation in any such plan or program is barred, the Company
shall arrange to provide the Executive with benefits substantially similar
(including all tax effects) to those which the Executive would otherwise have
been entitled to receive under such plans and programs from which his continued
participation is barred. In the event that the Executive is covered under
substitute benefit plans of another company prior to the expiration of the
twelve (12) months period, the Company will no longer be obligated to continue
the respective coverages provided for in this Section 5(c).

            (d) For Cause or Without Good Reason. In the event that the
Executive's employment with the Company is terminated during the Employment
Period by the Company for "cause" (as provided for in Section 4(b) hereof) or by
the Executive other than for "good reason" (as provided for in Section 4(c)
hereof), the Company shall pay the Executive any earned but unpaid salary
through the Executive's final date of employment with the Company, and any
previously earned but unpaid bonus amounts for any completed fiscal year prior
to the date of the Executive's termination of employment, and the Company shall
have no further obligations to the Executive.

            (e) Death or Permanent Disability. In the event that the Executive's
employment with the Company is terminated during the Employment Period by the
Company as a result of the Executive's death or Permanent Disability (as
provided for in Section 4(d) hereof), the Company shall pay the Executive (or
his legal representative) any earned but unpaid salary through the Executive's
final date of employment with the Company and any previously earned but unpaid
bonus amounts for any completed fiscal year period to the date of the
Executive's termination of employment and a pro rata annual bonus for the
calendar year in which the death or Permanent Disability occurs. In case of the
Executive's death, the Company shall also pay to the Executive's legal
representative a sum equal to the Executive's base salary for a period of sixty
(60) days and provide continued coverage under all health, life, disability and
similar employee benefit plans and programs of the Company to the Executive's
dependents previously covered under such plans and programs on the same basis as
the Executive was entitled to participate immediately prior to such termination
for such period, provided that the Executive's continued participation is
possible under the general terms and provisions of such plans and programs. In
case of the Executive's Permanent Disability, the Company shall also pay to the
Executive his base salary for a period of six (6) months and provide, during
such six-month period, continued coverage under all health, life, disability and
similar employee benefit plans and programs of the Company on the same basis as
the Executive was entitled to participate immediately prior to such termination,
provided that the Executive's continued participation is possible under the
general terms and provisions of such plans and


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programs. In the event that the Executive's participation in any such plan or
program is barred, the Company shall arrange to provide the Executive with
benefits substantially similar (including all tax effects) to those which the
Executive would otherwise have been entitled to receive under such plans and
programs from which his continued participation is barred. In the event that the
Executive is covered under substitute benefit plans of another Company prior to
the expiration of the six-month period, the Company will no longer be obligated
to continue the respective coverages provided for in this Section 5(e).

            (f) Withholding of Taxes. All payments required to be made by the
Company to the Executive under this Employment Agreement shall be subject to the
withholding of such amounts, if any, relating to tax, excise tax and other
payroll deductions as the Company may reasonably determine it should withhold
pursuant to any applicable law or regulation.

            (g) No Other Obligations. The benefits payable to the Executive
under this Employment Agreement are not in lieu of any benefits payable under
any employee benefit plan, program or arrangement of the Company, except as
provided specifically herein, and upon termination the Executive will receive
such benefits or payments, if any, as he may be entitled to receive pursuant to
the terms of such plans, programs and arrangements. Except for the obligations
of the Company provided by the foregoing and this Section 5, the Company shall
have no further obligations to the Executive upon his termination of employment.

            (h) Resignations. The Executive specifically agrees that upon the
termination of his employment, whether voluntarily or involuntarily, his various
offices and position on the Board of Directors and committees thereof, if any,
shall cease without further action on the part of the Executive or the Company.

      6. Indemnity.

            The Company shall, to the fullest extent required by law and by its
Certificate of Incorporation and By-laws, indemnify Executive and hold him
harmless for any acts or decisions made by him in good faith while performing
his duties pursuant to this Employment Agreement.

      7. Restrictive Covenants.

            (a) Confidential Information. During the Employment Period and at
all times thereafter, the Executive agrees that he will not divulge to anyone
(other than the Company or any persons employed or designated by the Company)
any knowledge or information of any type whatsoever whether of a confidential
nature or otherwise relating to the business of the Company or any of its
subsidiaries or affiliates, including, without limitation, all types of trade
secrets (unless readily ascertainable from public or published information or
trade sources) and confidential commercial information, and the Executive
further agrees not to disclose, publish or


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make use of any such knowledge or information without the prior written consent
of the Company.

            (b) Non-Solicitation and Non-Competition Agreement. The Executive
shall execute and deliver the Company's standard form of Non-Solicitation and
Non-Competition Agreement in substantially the form of Exhibit E hereto on the
date of execution of this Employment Agreement.

            (c) Enforcement. The Executive agrees that the Company would be
irreparably injured in the event of a breach by the Executive of the provisions
of this Section 7, that monetary damages would not be an adequate remedy for
such breach, and that the Company shall be entitled to seek a restraining order
or injunction in any court of competent jurisdiction to prevent any continuation
of any violation of the provisions of this Section 7. The covenants contained in
this Section 7 shall be enforced to the fullest extent permissible under the
laws of each jurisdiction in which enforcement is sought. The Executive agrees
that if any of the provisions of this Section 7 shall be adjudicated to be
invalid or unenforceable for any reason whatsoever, said provision shall be
construed (only with respect to the operation thereof in the particular
jurisdiction in which such adjudication is made) by limiting and reducing it so
as to be enforceable to the fullest extent permissible, without invalidating the
remaining provisions of this Employment Agreement or affecting the validity or
enforceability of said provision in any other jurisdiction.

      8. Notice.

            All notices, requests and other communications pursuant to this
Employment Agreement shall be in writing and shall be deemed to have been duly
given, if delivered in person or by courier, telegraphed, telexed or by
facsimile transmission or sent by express, registered or certified mail, postage
prepaid, addressed as follows:

             If to the Executive:

             Reinhard Schmidt
             55 Troy Drive
             Short Hills, New Jersey 07078

             If to the Company:

             EP MedSystems, Inc.
             100 Stierli Court, Suite 107
             Mount Arlington, New Jersey 07856
             Attention: Chief Executive Officer

Either party may, by written notice to the other, change the address to which
notices to such party are to be delivered or mailed.

      9. Arbitration.


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            Except as specifically provided herein, any dispute or controversy
arising under or in connection with this Employment Agreement shall be settled
exclusively by arbitration, conducted before a single arbitrator in the State of
New Jersey, in accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction. The Company shall bear the expense of any such arbitration
proceeding and shall reimburse the Executive, regardless of the outcome, for all
of his reasonable costs and expenses relating to such arbitration proceeding,
including, without limitation, reasonable attorneys' fees and expenses. In no
event shall the Executive be required to reimburse the Company for any of the
costs or expenses relating to such arbitration proceeding.

      10. Waiver of Breach.

            Any waiver of any breach of this Employment Agreement shall not be
construed to be a continuing waiver or consent to any subsequent breach on the
part either of the Executive or of the Company.

      11. Non-Assignment; Successors.

            Neither party hereto may assign his or its rights or delegate his or
its duties under this Employment Agreement without the prior written consent of
the other party; provided, however, that (i) this Employment Agreement shall
inure to the benefit of and be binding upon the successors and assigns of the
Company upon any sale of all or substantially all of the Company's assets, or
upon any merger, consolidation or reorganization of the Company with or into any
other corporation, all as though such successors and assigns of the Company and
their respective successors and assigns were the Company; and (ii) this
Employment Agreement shall inure to the benefit of and be binding upon the
heirs, assigns or designees of the Executive to the extent of any payments due
to them hereunder. The Company shall require any successor, by an agreement in
form and substance satisfactory to the Executive, expressly to assume and agree
to perform this Employment Agreement in the same manner and to the same extent
as the Company would be required to perform if no such succession had taken
place. As used in this Employment Agreement, the term "Company" shall be deemed
to refer to any such successor or assign of the Company referred to in the
preceding sentence.

      12. Severability.

            To the extent any provision of this Employment Agreement or portion
thereof shall be invalid or unenforceable, it shall be considered deleted
therefrom and the remainder of such provision and of this Employment Agreement
shall be unaffected and shall continue in full force and effect.

      13. Counterparts; Facsimile Execution.

            This Employment 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 instrument. Facsimile execution and
delivery of this Employment Agreement is legal, valid and binding execution and
delivery for all purposes.


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      14. Governing Law.

            This Employment Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of New Jersey, without giving
effect to the choice of law principles thereof.

      15. Entire Agreement.

            This Employment Agreement constitutes the entire agreement by the
Company and the Executive with respect to the subject matter hereof and except
as specifically provided herein, supersedes any and all prior agreements or
understandings between the Executive and the Company with respect to the subject
matter hereof, whether written or oral. This Employment Agreement may be amended
or modified only by a written instrument executed by the Executive and the
Company.


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


                                    s/ Reinhard Schmidt
                                    Reinhard Schmidt

                                    EP MedSystems, Inc.


                                    By: s/ David A. Jenkins
                                    Name: David A. Jenkins
                                    Title: President and Chief Executive Officer


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