AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT, dated as of the lst day of January 2000, by and between AMERICAN
ELECTROMEDICS  CORP., a Delaware  corporation  (the  "Company"),  and MICHAEL T.
PIENIAZEK (the "Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Company has employed the  Executive as an executive  officer,
and  the  Executive  has  rendered  such  services,  pursuant  to an  Employment
Agreement, dated as of January 1, 1998 (the "Original Agreement"); and

     WHEREAS,  the Company  and the  Executive  desire to amend  their  Original
Agreement to assure the  continuity  of their  relationship,  all subject to the
terms and conditions contained herein.

     NOW,  THEREFORE,  in  consideration  of the foregoing and the covenants and
agreements  hereinafter set forth,  the parties hereto,  intending to be legally
bound, agree as follows:

1.   Retention of Employment. The Company hereby continues the employment of the
     Executive as Executive  Vice-President and Chief Financial Officer, and the
     Executive hereby accepts the continuation of such employment,  all upon and
     subject to the terms and conditions hereinafter set forth.

2.   Term.  The term of the  employment  under  this  Agreement  shall be for an
     initial  period  commencing on January 1, 2000 and  terminating on December
     31,  2003 (the  "Initial  Term"),  and shall be  automatically  renewed for
     additional one (1) year periods  thereafter  (the "Renewal  Term"),  unless
     either party gives the other written  notice of  termination  not less than
     sixty (60) days prior to the end of the Initial  Term or any  Renewal  Term
     (collectively, the "Term").

3.   Position, Duties and Representations.

     3.01.Service  with the  Company.  The  Executive  shall serve as  Executive
          Vice-President  and Chief Financial  Officer.  The Executive agrees to
          perform such executive  employment  duties for the Company  consistent
          with the positions  specified above, and as the Board of Directors and
          the Chairman of the Board or the President of the Company shall assign
          to him  from  time to time  consistent  with  his  positions  with the
          Company. The Company agrees to include the Executive on the management
          slate of directors at any stockholders meeting held or consent in lieu
          of  meeting  executed  during  the Term at which  directors  are to be
          elected.  The Executive  shall report to the Board of  Directors,  the
          Chairman of the Board and/or the President.

     3.02.Scope  of  Services.   The  Executive  agrees  to  serve  the  Company
          faithfully  and to the  best of his  ability  and to  devote  his full
          business time, attention and efforts necessary to advance the business
          and  affairs  of the  Company  during the Term of this  Agreement.  If
          requested,  the Executive shall serve as an officer and/or director of
          any  subsidiary of the Company,  without any  additional  compensation
          hereunder.  The Executive  shall perform his services at the Company's
          offices at 13 Columbia Drive, Amherst, New Hampshire until the Company
          relocates to 238 Littleton Road,  Westford,  Massachusetts after which
          time the  Executive  shall  perform his services at such  office.  The
          Executive  acknowledges that as part of his services hereunder he will
          be required to travel from the  offices  identified  in the  preceding
          sentence;  provided,  however,  without his prior consent, the Company
          shall not require the  Executive  to spend more than eight (8) days in
          any  calendar  month  during  the Term on travel  assignments  for the
          Company.

4.   Compensation.

     4.01.Annual  Salary.  The  Executive  will  receive an annual  base  salary
          ("Base  Salary") at an annual rate of  $150,000  for the Initial  Term
          paid in  accordance  with  the  Company's  normal  payroll  practices,
          provided that upon Rosch GmbH  Medizintechnik,  the  Company's  German
          subsidiary,  closing its initial public offering in Germany,  the Base
          Salary shall be increased to annual rate of $165,000.  In addition, on
          an annual  basis the Board of  Directors  or a committee  thereof (the
          "Compensation  Committee")  shall review the Executive's  compensation
          with a view  towards  increasing  the Base Salary and  granting  stock
          options to the Executive based on the Executive's  performance  during
          the  preceding  year or  pursuant  to  guidelines  established  by the
          Compensation Committee.

     4.02.Bonus. (a) In further  consideration  of the Executive's  agreement to
          perform  services  hereunder,  the  Executive  shall be entitled to an
          annual  cash bonus (the  "Profits  Bonus") in an amount  equal to five
          percent  (5%)  of the  Company's  consolidated  pre-tax  profits  (the
          "Company  Profits") in excess of $500,000  (the  "Threshold")  for the
          first two fiscal years during the Term commencing with the fiscal year
          ending  July 31,  2000.  This  annual  Profits  Bonus shall not exceed
          $275,000 in the first  fiscal year and  $785,000 in the second  fiscal
          year.

          (b) The Profits  Bonus  amount  shall be  calculated  initially by the
          Treasurer  or  Controller  of the  Company  based  upon the  Company's
          audited  financial  statements for the relevant fiscal year.  Promptly
          after  completion  of the Profits  Bonus  calculation  for each fiscal
          year,  a  report  of the  calculation  shall  be sent to the  Board of
          Directors.  The Board of  Directors  will then  present  the  proposed
          Profits Bonus to the Executive.  Within thirty (30) days after receipt
          thereof,  the  Executive may object to the  calculation  by requesting
          that the accounting firm then auditing the financial statements of the
          Company  review the  calculation.  The  results  of such  accountants'
          review  shall be final and binding on the  Executive  and the Company.
          Any Profits  Bonus shall be paid to the  Executive  within thirty (30)
          days after the  Executive  receives  the  Profits  Bonus  calculation,
          except that if he objects  thereto,  the payment shall be made as soon
          as practicable  after the  resolution of the objection.  The Executive
          shall bear the cost of the accounting  firm's  review,  except if upon
          such review of the  Profits  Bonus  calculation  the  accounting  firm
          determines that the amount of the Profits Bonus should be increased by
          ten percent  (10%) or more from the amount  calculated by the Company,
          in which case the Company shall bear the cost of the accounting firm's
          review.

          (c) In the event the  period of the Term for which a Profits  Bonus is
          being  determined  is less than the entire  fiscal year being used for
          the calculation, the Profits Bonus, if any, and the Threshold for such
          period shall be multiplied by a fraction, the numerator of which shall
          be the  number  of whole  months  during  such  fiscal  year  that the
          Executive was an employee of the Company and the  denominator of which
          shall be 12.

          (d)  Notwithstanding  any  Profits  Bonus  which  may be  paid  to the
          Executive  pursuant to this Section 4.02,  for each fiscal year during
          the  Term  the  Compensation  Committee  may  award  the  Executive  a
          supplemental  bonus based upon factors other than the Company  Profits
          for such fiscal year, as determined by such Committee.

     4.03.Bonus  Shares.  The Company  hereby  agrees to issue to the  Executive
          50,000 shares (the "Bonus  Shares") of the Company's  Common Stock, as
          presently  constituted,  in the event  that the  closing  price of the
          Company's  Common Stock as reported on the OTC Bulletin Board or other
          national  market  quote  system or exchange  where the Common Stock is
          then traded (the  "Trading  Price")  equals or exceeds $6.20 per share
          for a period of three (3) consecutive trading days during the Term. In
          the event of any increase in the number of shares  outstanding,  stock
          split,  stock dividend,  reorganization  or other change in the Common
          Stock,  the number of Bonus Shares  and/or the Trading  Price shall be
          proportionately  adjusted.  The Company shall immediately register the
          Bonus Shares under the Securities  Act of 1933, as amended,  after the
          issuance  thereof,  subject to the  availability of audited  financial
          information and regulatory review.

     4.04.Participation  in Benefit Plans. The Executive shall also be entitled,
          to the extent that his position,  title,  tenure,  salary, age, health
          and other  qualifications  make him eligible,  to  participate  in all
          employee  benefit  plans or programs  (including,  but not limited to,
          medical/dental  insurance,  disability,  stock option,  retirement and
          pension  plans and  vacation  time,  sick leave and  holidays)  of the
          Company  currently in existence on the date hereof or as may hereafter
          be instituted from time to time. The Executive's  participation in any
          such plan or program  shall be subject  to the  provisions,  rules and
          regulations applicable thereto.

     4.05.Automobile.  The Company shall provide the Executive  with (i) the use
          of an automobile or (ii) an allowance or reimbursement  for the use by
          the  Executive  of  his  personal  automobile  for  Company  purposes,
          provided that the cost to the Company does not exceed $700 a month.

     4.06.Expenses.  In accordance with the Company's policies  established from
          time to time, the Company shall pay or reimburse the Executive for all
          reasonable and necessary  expenses  incurred by him in the performance
          of his duties  under this  Agreement,  subject to the  presentment  of
          appropriate vouchers and receipts.

     4.07.Insurance.  The Executive acknowledges and agrees that the Company may
          obtain a life  insurance  policy on the life of the  Executive  in the
          amount  of  at  least   $2,000,000  with  the  Company  named  as  the
          beneficiary.  The Executive  shall  cooperate fully with the Company's
          efforts to obtain such  insurance  policy,  including  making  himself
          available for physical examinations.

5.   Non-Disclosure of Confidential Information; Non-Competition.

     5.01.Confidentiality.  Except as may be in furtherance  of the  Executive's
          performance  of his  functions  as a senior  executive  officer of the
          Company,  the  Executive  shall  not,  throughout  the  Term  of  this
          Agreement  and  thereafter,  disclose  to any  third  party  or use or
          authorize  any third  party to use,  any  information  relating to the
          business,  business  plans,  trade  secrets or other  interests of the
          Company  (including  customers  and clients of the  Company)  which is
          confidential and valuable to the Company or any of its subsidiaries or
          any third party  (including  customers and clients of the Company) and
          which is not known to the public (the "Confidential Information"). The
          Confidential  Information  is and will  remain the sole and  exclusive
          property  of the  Company.  During  the  Term of this  Agreement,  the
          Confidential  Information,  when entrusted to the Executive's custody,
          shall  be  deemed  to  remain  at  all  times  in the  Company's  sole
          possession and control.  Notwithstanding the foregoing,  the Executive
          may,  after  prior  written  notice to the Company (to the extent such
          notice is possible under the circumstances) disclose such Confidential
          Information  pursuant to subpoena or other legal process, and promptly
          thereafter  shall advise the Company in writing as to the Confidential
          Information   which  was  disclosed  and  the  circumstances  of  such
          disclosure.

     5.02.Return of Documents.  The Executive  agrees that,  upon the expiration
          of his employment with the Company for any reason,  he shall forthwith
          deliver up to the Company any and all  documents  and other  material,
          and all  copies  thereof,  in his  possession  or  under  his  control
          relating  to any  Confidential  Information  which  is  otherwise  the
          property of the Company.

     5.03.Non-Competition.  The  Executive  recognizes  that the  services to be
          performed by him for the Company are special and unique. The Executive
          further  recognizes that the nature of the Company's  business is such
          that the Executive will have full knowledge of the Company's  business
          plans and practices.  The parties  therefore confirm that, in order to
          protect the  Company's  goodwill,  it is necessary  that the Executive
          agree,  and the  Executive  hereby  does agree that he will not in the
          United  States,  for a period of two (2)  years  after he ceases to be
          employed by the Company,  engage in or hold any equity interest or act
          as a sole proprietor,  partner,  co-venturer,  principal,  director or
          shareholder  (to  the  extent  of 5% or more  of the  equity  interest
          thereof),   directly  or  indirectly,   of  any  sole  proprietorship,
          partnership,  joint  venture,  corporation  or other  business  entity
          engaged  in or  plans  to  engage  in the  business  of the  research,
          development, manufacture and sale of automatic injection devices or in
          any other business in which the Company  engages in (or has formulated
          plans to engage) at the time during the six (6) month period preceding
          his  termination of  employment;  provided,  however,  that should the
          Executive's  employment be terminated  pursuant to Section 6.04 hereof
          or by the Company  other than pursuant to Section 6.01 or 6.03 hereof,
          the foregoing restriction shall not be effective.

     5.04.Remedies.  The Executive  agrees that any breach or threatened  breach
          by him of any  provision of this Section 5 shall  entitle the Company,
          in addition to any other legal  remedies  available to it, to apply to
          any  court  of  competent   jurisdiction  to  enjoin  such  breach  or
          threatened  breach.  The  parties  understand  and  intend  that  each
          restriction agreed to by the Executive  hereinabove shall be construed
          as separable and divisible from every other restriction,  and that the
          unenforceability,  in  whole or in part of any  restriction,  will not
          affect the  enforceability of the remaining  restrictions and that one
          or more or all of such  restrictions  may be  enforced  in whole or in
          part as the circumstances  warrant. No waiver of any one breach of the
          restrictions  contained  in this Section 5 shall be deemed a waiver of
          any future breach.

6.   Termination.

     6.01.Disability.  (a) The Executive shall be considered disabled if, due to
          illness or injury,  either physical or mental, he is unable to perform
          his  customary  duties  and   responsibilities  as  required  by  this
          Agreement  for more than two (2)  months in the  aggregate  out of any
          period  of six (6)  consecutive  months.  The  determination  that the
          Executive is disabled shall be made by the Executive  Committee or, if
          there is no  Executive  Committee,  by the Board of  Directors  of the
          Company (with the Executive abstaining from the decision if he is then
          a member of such  Committee or the Board),  based upon an  examination
          and  certification  by a physician  selected by the Company subject to
          the  Executive's  approval,  which approval shall not be  unreasonably
          withheld.  The  Executive  agrees  to submit  timely  to any  required
          medical or other examination,  provided that such examination shall be
          conducted at a location  convenient  to the  Executive and that if the
          examining physician is other than the Executive's  personal physician,
          the  Executive  shall have the right to have such  personal  physician
          present at such examination.

          (b) If the  Executive is  determined  to be disabled  pursuant to this
          Section  6.01,  the Company  shall have the option to  terminate  this
          Agreement  by  written  notice to the  Executive  stating  the date of
          termination, which date may be any time subsequent to the date of such
          determination.

     6.02.Death.  If the Executive  shall die during the Term of this Agreement,
          this  Agreement  and  the  Executive's   employment   hereunder  shall
          terminate immediately upon the Executive's death.

     6.03.By the Company for Cause.  The Company may  terminate  this  Agreement
          for  cause at any  time.  For  purposes  of this  Agreement,  the term
          "cause"  shall be limited to (i)  conviction of a felony or equivalent
          crime  under  the  laws  of  the  United  States  or any  state,  (ii)
          conviction of a felony or equivalent crime under the laws of any other
          country or political  subdivision  thereof  involving moral turpitude,
          (iii) action  involving  willful  gross  misconduct  having a material
          adverse  effect  on  the  Company   including   willfully  aiding  the
          competition,  or  (iv)  the  breach  by  the  Executive  of any of his
          material    obligations    under   this   Agreement   without   proper
          justification, which breach is not cured within thirty (30) days after
          written  notice  thereof  from  the  Company.   Upon   termination  of
          employment by the Company "for cause," the Executive shall receive any
          accrued Base Salary through the termination  date, less any amounts by
          reason of claims the Company may have against the Executive.

     6.04.By  the  Executive  for  Cause.   The  Executive  may  terminate  this
          Agreement for "cause" at any time.  For purposes of this Section 6.04,
          the term "cause" shall be limited to (i) the removal by the Company of
          its  principal  place of business to a location  which is more than 50
          miles from the Executive's  current residence,  or (ii) the failure of
          the Company to perform in a material respect of its obligations  under
          this Agreement without proper  justification after notice thereof from
          the Executive and, if curable,  the  opportunity  to cure,  within ten
          (10) days after the giving of written notice thereof to the Company.

     6.05.Termination  Benefit.  Upon  termination  of  employment  (i)  by  the
          Company other than for "cause"  pursuant to Section 6.03 hereof,  (ii)
          upon the disability of the Executive  pursuant to Section 6.01 hereof,
          (iii) by the  Executive's  death  pursuant to Section 6.02 hereof,  or
          (iv) by the Executive for "cause" pursuant to Section 6.04 hereof, the
          Executive (or his estate or representative)  shall receive a severance
          payment  equal to the  greater of (i) the  amount of the then  current
          annual  Base Salary or (ii) the  continuation  of the then Base Salary
          for the balance of the Term.

     6.06.Change in Control of the  Company.  (a) If at anytime  during the Term
          hereof  a  change  in  control   of  the   Company   (as   defined  in
          Subsection (b)  below)  occurs,  then  within  sixty  (60) days  after
          receipt of written  notice of such  change in control of the  Company,
          the  Executive   may,  by  written  notice  to  the  Company  (or  its
          successor),   terminate   this   Agreement.   In  the  event  of  said
          termination,  (i) the Executive shall receive a lump sum payment equal
          to 2.99 times his then current Base Salary, payable within thirty (30)
          days after  termination  of this  Agreement,  (ii) the Company (or its
          successor) shall maintain, at its expense, the health plan coverage of
          the   Executive  for  a  period  of  twelve  (12)  months  after  such
          termination,  subject to termination of such health plan benefits upon
          the  Executive  becoming  covered by a  comparable  plan  offered by a
          subsequent  employer  and also  subject to any changes in such plan as
          applicable to other executive officers and (iii) all stock options and
          other  equity  based  awards  granted to the  Executive by the Company
          shall become fully vested and exercisable  subject to their respective
          terms;  provided,  however, if the amount to be paid or distributed to
          the Executive  pursuant to this Section 6.06  (taken together with any
          amounts  otherwise to be paid or  distributed  to the Executive by the
          Company) (such amounts  collectively the "Section 6.06 Payment") would
          result in the  application  of an excise tax under Section 4999 of the
          Internal  Revenue  Code of  1986,  as  amended  (the  "Code"),  or any
          successor or similar provision thereto, the Section 6.06 Payment shall
          not be paid or  distributed  in the amounts or at the times  otherwise
          required by this  Agreement,  but shall instead be paid or distributed
          annually, beginning within thirty (30) days after the termination date
          and   thereafter  on  each   anniversary   thereof,   in  the  maximum
          substantially  equal amounts and over the minimum number of years that
          are determined to be required to reduce the aggregate present value of
          Section  6.06  Payment to the  maximum  amount that will not cause any
          Section 6.06 Payment to be  non-deductible  under  Section 280G of the
          Code.  For  purposes  of this  Section  6.06,  present  value shall be
          determined in accordance with Section 280G(d)(4) of the Code.

          (b)  "Change  of  control  of the  Company"  shall be  deemed  to have
          occurred  if: (i) any "person" or "group" (as "person" and "group" are
          defined in Sections 13(d) and 14(d) of the Securities  Exchange Act of
          1934, as amended (the "Exchange  Act")),  other than (A) the Executive
          or a person  controlled  by him,  (B) a  trustee  or  other  fiduciary
          holding securities under an employee benefit plan of the Company,  (C)
          a person or group by reason of a transaction with the Company approved
          by the Company Board of Directors as  constituted  in accordance  with
          Paragraph  (ii)  below,  or  (D)  a  corporation  owned,  directly  or
          indirectly,  by the stockholders of the Company in  substantially  the
          same proportions,  is or becomes the "beneficial owner" (as defined in
          Rule  13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
          securities of the Company representing twenty percent (20%) or more of
          the  combined   voting  power  of  the  Company's   then   outstanding
          securities;  or (ii) individuals who on the commencement  date of this
          Agreement constitute members of the Board of Directors,  or successors
          chosen by such individuals, shall cease for any reason to constitute a
          majority of the whole Board of Directors.

7.   Notices. All notices,  requests,  demands or other communications hereunder
     shall be deemed to have been given if delivered in writing personally or by
     registered  mail or national  overnight  courier or by  facsimile to either
     party at the address set forth  below,  or at such other  address as either
     party may designate in writing to the other:

                  If to the Company:

                  American Electromedics Corp.
                  13 Columbia Drive
                  Amherst, New Hampshire 03031
                  Attn:  Thomas A. Slamecka, Chairman



                  If to Executive:

                  Michael T. Pieniazek
                  38 Westview Road
                  Worcester, MA 01602
                  Fax:     (___) ___-____

8.   Entire Agreement.  This Agreement contains the entire  understanding of the
     parties with respect to the subject  matter  hereof,  supersedes  any prior
     agreement between the parties.  No change,  termination or attempted waiver
     of any of the  provisions  hereof  shall be binding  unless in writing  and
     signed by the party against whom the same is sought to be enforced.

9.   Successors and Assigns; Binding Effect. This Agreement will be binding upon
     and inure to the benefit of the Company and its successors and assigns, and
     the  Executive,  and his heirs and  administrators.  The Company may assign
     this Agreement to any corporation which is in a consolidated group with the
     Company or which acquires the Company,  subject to the  Executive's  rights
     under Section 6.06 hereof.

10.  Waiver  and  Severability.  The  waiver by either  party of a breach of any
     terms or conditions of this Agreement  shall not operate or be construed as
     a waiver of any subsequent  breach by such party. In the event that any one
     or more of the provisions of this Agreement shall be declared to be illegal
     or unenforceable under any law, rule or regulation of any government having
     jurisdiction over the parties hereto,  such illegality or  unenforceability
     shall not affect the validity and enforceability of the other provisions of
     this Agreement.

11.  Heading; Interpretations.  The headings and captions used in this Agreement
     are for convenience  only and shall not be construed in  interpreting  this
     Agreement.

12.  Governing Law. All matters  concerning the validity and  interpretation  of
     and  performance  under this Agreement shall be governed by the laws of the
     Commonwealth  of  Massachusetts  without  regard  to the  conflicts  of law
     principles thereof.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                                    AMERICAN ELECTROMEDICS CORP.


                                                     By: _______________________
                                                              Thomas A. Slamecka
                                                              Chairman


                                                         _______________________
                                                            Michael T. Pieniazek