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 THOMAS
A. SLAMECKA (the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Company has employed the Executive in the capacity of Chairman
of the  Board of  Directors,  and the  Executive  has  rendered  such  services,
pursuant to Employment  Agreements,  dated as of February 5, 1997 and January 1,
1998 (the  "Original  Agreements");  and

     WHEREAS,  the Company  and the  Executive  desire to amend  their  Original
Agreements 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 Chairman of the Board of  Directors  of the  Company,  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 Amended  Agreement shall be for
     a 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 Chairman of the
          Board of  Directors of the Company.  The  Executive  agrees to perform
          such executive  employment duties for the Company  consistent with the
          position  specified  above, and as the Board of Directors shall assign
          to him  from  time to time  consistent  with  his  position  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 a meeting  executed  during the Term at which  directors  are to be
          elected.

     3.02.Scope  of  Services.   The  Executive  agrees  to  serve  the  Company
          faithfully  and to the best of his  ability,  and to devote  the time,
          attention and efforts necessary to advance the business and affairs of
          the Company during the Term. If requested,  the Executive  shall serve
          as an  officer  and/or  director  of any  subsidiary  of the  Company,
          without any additional  compensation  hereunder.  During the Term, the
          Executive  may  render  services  to  other  entities,  provided  such
          services  do not  violate  Sections  5.01 and 5.03  hereof  and do not
          interfere  with  his   obligations  to  the  Company   hereunder.

4. Compensation.

     4.01.Annual  Salary.  The  Executive  will  receive an annual  base  salary
          ("Base Salary") at an annual rate of $75,000 for the Initial Term paid
          in  accordance  with  the  Company's  normal  payroll  practices.   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 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
          Chief  Financial  Officer  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
          100,000 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.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.

     4.06.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   $1,000,000  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 the failure of the Company to perform,  in a material
          respect,  its material  obligation under this Agreement without proper
          justification after notice thereof from the Executive and, if curable,
          the  opportunity to cure,  within thirty (30) 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  average
          annual  Base  Salary  for  (x) the  period  from  commencement  of his
          employment with the Company or (y) the last five (5) years,  whichever
          is shorter,  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:  Michael T. Pieniazek, President

                  If to Executive:

                  Thomas A. Slamecka
                  305 Mossy Pointe
                  Duluth, Georgia 30155
                  Fax:     (770) 613-9963

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: _________________________
                                                            Michael T. Pieniazek
                                                         Chief Financial Officer


                                                        ________________________
                                                              Thomas A. Slamecka