<PAGE>


MEMORANDUM OF AGREEMENT entered into in the City and District of Montreal,
Province of Quebec, as of the 9th day of October, 2001.

BETWEEN:                         LMS MEDICAL SYSTEMS LTD., a duly incorporated
                                 corporation, having its principal place of
                                 business at 5252 de Maisonneuve Boulevard West,
                                 Suite 314, in the City and District of
                                 Montreal, Province of Quebec, H4A 3S5, herein
                                 acting and represented by Benoit LaSalle, its
                                 Chairman of the Board, duly authorized hereunto
                                 as he so declares;

                                 (hereinafter referred to as the "CORPORATION")

AND:                             DIANE COTE, residing and domiciled at 10760
                                 Grande Allee, City of Montreal, Province of
                                 Quebec, H3L 2M7;

                                 (hereinafter referred to as the "EXECUTIVE")

WHEREAS the Corporation operates the Business (as such term is hereinafter
defined);

WHEREAS the Corporation wishes, subject to the terms herein set out, to engage
the Executive in the capacity of President and Chief Executive Officer;

WHEREAS the Executive is willing to accept such appointment, in accordance with
the terms herein set out;

                   NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:


1.   CERTAIN DEFINITIONS

1.1  For the purposes hereof, unless there is something in the subject matter or
     context inconsistent therewith, the following terms and expressions shall
     have the meanings ascribed to them as follows:

     a)   "AFFILIATE" means CALM Medical Solutions, Inc. as well as such other
          entities which may become Affiliates (as such term is defined in the
          Canada Business Corporations Act) of the Corporation following the
          execution of this Agreement provided that the Executive is advised of
          same;

     b)   "AGREEMENT" means this Employment Agreement and the accompanying
          Schedules and includes any and every deed or instrument which is
          supplementary or ancillary hereto or an implementation hereof;

     c)   "BUSINESS" means the Corporation's business which essentially involves
          the development and marketing of software and specialized monitoring
          equipment which

<PAGE>
                                      -2-


          enables health professionals to obtain data in real time during the
          delivery process. An essential component of the Business is the
          Corporation's product, CALM(TM), which is a software mathematical
          model which shows how a mother's labor is progressing compared to a
          reference population of expectant mothers under similar conditions.
          The Corporation furthermore intends to develop additional related
          services by developing a fetal heart rate analysis pattern and by
          creating a database accessible by Internet;

     d)   "CHANGE OF CONTROL" means either i) the Institutional Shareholders
          selling all their class "A" Common Shares in the Corporation's share
          capital to a third party(ies) or ii) the Corporation selling the
          Business to a third party(ies) or (iii) the occurrence of the event
          mentioned at paragraph 6.2.1 of the Stock Option Plan;

     e)   "FISCAL YEAR" means the Corporation's fiscal year which currently runs
          from November 1st of one calendar year to October 31st of the
          following calendar year;

     f)   "INSTITUTIONAL SHAREHOLDERS" has the meaning given thereto in the
          Shareholders' Agreement;

     g)   "NON-VOTING COMMON SHARES" means the non-voting class "B" common
          shares in the Corporation's share capital;

     h)   "SHAREHOLDERS' AGREEMENT" means that certain unanimous shareholders'
          agreement of the Corporation dated January 18, 2001, as same may be
          amended, supplemented or replaced; and

     i)   "STOCK OPTION PLAN" means the Corporation's current stock option plan
          established for its eligible employees and board members in order to
          provide them with an incentive to promote, to the best of their
          abilities, the interests of the Corporation. A copy of the plan is
          attached hereto as Schedule 1.1(i).

2.   APPOINTMENT AND DURATION

2.1  The Corporation undertakes to engage the Executive in the capacity of
     President and Chief Executive Officer effective as of November 1, 2001. For
     greater certainty, however, the parties wish to confirm that
     notwithstanding the foregoing, the terms and conditions of this Agreement
     are effective as of October 9, 2001.

2.2  Subject to the terms of the probation period provided for in PARAGRAPH 2.3
     and the terms of PARAGRAPH 2.7, this Agreement shall be for an
     indeterminate period of time commencing as of October 9, 2001. The terms
     and conditions of this Agreement will be reviewed and, if required, revised
     by the parties within thirty (30) days of the end of each Fiscal Year
     during the term hereof. In addition the parties may review and, if
     required, revise the terms and conditions of this Agreement at the end of
     the probation period provided for in PARAGRAPH 2.3.

2.3  The first ninety (90) calendar days of the Executive's employment,
     beginning on October 9, 2001, shall be considered a probation period and
     the Corporation has, subject to the

<PAGE>
                                      -3-


     terms of PARAGRAPH 6.1.1, full discretion during this period to notify the
     Executive of its decision to terminate the employment.

2.4  The functions of the Executive, as President and Chief Executive Officer,
     shall consist of managing the business of the Corporation as well as all
     other tasks and responsibilities that may be reasonably attributed to her
     by the board of directors of the Corporation from time to time including,
     without limitation, those described in SCHEDULE 2.4 hereof.

2.5  The Executive shall carry out her functions at the head offices of the
     Corporation currently in the City of Montreal.

2.6  It is confirmed that in her capacity as acting Chief Executive Officer, the
     Executive is entitled, in accordance with the terms of the Shareholders'
     Agreement, to be a director of the Corporation.

2.7  The Executive acknowledges that her engagement hereunder is conditional
     upon obtaining the requisite approval of the Institutional Shareholders as
     set out in Section 6.1.13 of the Shareholders' Agreement.

3.   REMUNERATION

3.1  The Corporation shall provide to the Executive a remuneration package,
     excluding the bonuses set out in PARAGRAPH 3.2, not exceeding a gross
     amount of $180,000.00 per annum, of which the salary portion is payable in
     bi-weekly installments, less such deductions as are required by applicable
     law and regulations.

3.2  In addition to her remuneration package, the Executive is entitled to a
     bonus, the whole subject to the following terms and conditions:

     3.2.1  the bonus payable shall be equal to fifty percent (50%) of the
            Executive's remuneration package referred to in PARAGRAPH 3.1 and
            shall be conditional upon the fulfillment of the milestones
            attributed to her by the board of directors of the Corporation such
            as provided in PARAGRAPH 3.2.2; if less than all of the milestones
            are fulfilled, the board of directors may grant to the Executive a
            bonus which is less than 50% of the remuneration package;

     3.2.2  within a sixty (60) day period following the start of each Fiscal
            Year during the term hereof, the board of directors of the
            Corporation together with the Executive will establish the
            milestones to be attained by the Executive in order to be entitled
            to her bonus. The milestones will allow the board of directors of
            the Corporation to evaluate the performance of the Executive in
            achieving the business plan of the Corporation. These milestones
            will have to be approved by the Institutional Shareholders pursuant
            to Section 6 of the Shareholders' Agreement. The Executive will then
            be notified in writing of the milestones, no later than ninety (90)
            days following the start of each Fiscal Year; and

     3.2.3  starting with the audited financial statements for the Fiscal Year
            ending on October 31, 2002, the bonus for that year and for each
            subsequent year thereafter

<PAGE>
                                      -4-


            shall, subject to the terms of this PARAGRAPH 3.2, be paid in a lump
            sum within ten (10) days of the receipt by the Corporation of its
            audited financial statements for each applicable year, it being
            understood that in the event the Executive does not remain employed
            for the whole year with respect to which the bonus is payable, the
            Executive is entitled to a prorated portion of the bonus otherwise
            payable for such year based on the actual number of days the
            Executive is employed by the Corporation.

3.3  It is further understood that the Executive is eligible to participate in
     the Stock Option Plan and the Corporation hereby grants her the following
     options to subscribe to Non-Voting Common Shares pursuant to the Stock
     Option Plan, the whole in accordance with the following terms and
     conditions:

     3.3.1  upon the execution of this Agreement by both parties, options to
            subscribe to 10,000 Non-Voting Common Shares are granted and will
            immediately vest;

     3.3.2  for the Fiscal Year ending on October 31, 2002, options to subscribe
            to an additional 10,000 Non-Voting Common Shares will be granted
            within thirty (30) days thereafter and will immediately vest;

     3.3.3  for each of the Fiscal Years ending on October 31, 2003, 2004 and
            2005, options to subscribe to an additional 5,000 Non-Voting Common
            Shares will be granted within thirty (30) days of the end of each
            such Fiscal Year, and will immediately vest;

     3.3.4  in the event the milestones referred to in PARAGRAPH 3.2.2 are
            fulfilled, additional options representing a further 5,000
            Non-Voting Common Shares for each of the Fiscal Years ending on
            October 31, 2003, 2004 and 2005 shall be granted within thirty (30)
            days of the end of each such Fiscal Year, and immediately vest;

     3.3.5  for greater certainty, it is acknowledged that the granting of the
            options referred to in PARAGRAPHS 3.3.2, 3.3.3 and 3.3.4 is further
            conditional upon the Executive remaining employed with the
            Corporation until October 31st of the year for which the grant is
            made (and in the event the Executive ceases to be an employee of the
            Corporation prior to such date, the right to exercise the applicable
            set of options as well as all further options shall lapse and be of
            no effect) provided, however, that in the event the Executive is
            terminated as a direct consequence of a Change of Control, the
            parties agree that the aggregate of the options referred to in
            PARAGRAPHS 3.3.2, 3.3.3 and 3.3.4 shall immediately vest with the
            Executive;

     3.3.6  the exercise price of the options shall be $12.50 per share, payable
            cash as at the date each option is exercised;

     3.3.7  it is understood that the grant of the above-mentioned stock options
            will be approved by the Board of Directors of the Corporation and
            that a Notice of Participation pursuant to the Stock Option Plan
            will be issued accordingly, reflecting the terms and conditions set
            out in PARAGRAPH 3.3 and following; and

<PAGE>
                                      -5-


     3.3.8  all other terms and conditions applicable to the options herein
            granted are as set out in the Stock Option Plan.

4.   EXPENSES

4.1  The Corporation shall on a monthly basis reimburse the Executive the
     expenses reasonably incurred by her in the proper performance of her duties
     subject to the production of receipts or vouchers.

5.   VACATION

5.1  In addition to Quebec statutory general holidays, the Executive is entitled
     to four (4) weeks paid vacation per year, to be taken beginning in the
     first year of employment. The Executive shall have the right to carry
     forward any unused part of her vacation entitlement for one (1) subsequent
     reference year.

6.   TERMINATION

6.1  Subject to the terms of PARAGRAPH 6.3, in the case where the Corporation
     terminates the employment of the Executive, it must provide the Executive
     with an indemnity in lieu of notice based on the Executive's remuneration
     package and bonus for the previous year, prorated as required, payable in
     one lump sum upon the termination of her employment as follows:

     6.1.1  three (3) months if terminated during the probation period;

     6.1.2  twelve (12) months if terminated within the three hundred and
            sixty-five (365) day period immediately following the end of the
            probation period; and

     6.1.3  eighteen (18) months if terminated thereafter.

6.2  Notwithstanding the foregoing, the Executive shall be entitled to a
     twenty-four (24) month indemnity in lieu of notice based on the Executive's
     remuneration package and bonus for the previous year, prorated as required
     in the event her employment with the Corporation is terminated as a direct
     consequence of a Change of Control or in the event that she decides, within
     sixty (60) days of the occurrence of the Change of Control, to terminate
     her employment with the Corporation as a direct consequence of a Change of
     Control.

6.3  Notwithstanding anything herein contained to the contrary, the Corporation
     shall be entitled to terminate this Agreement without notice, or indemnity
     in lieu of notice, "for cause".

6.4  In case of termination for any of the above reasons, the Executive shall be
     entitled to receive any and all outstanding amounts owing as part of her
     remuneration package referred to in PARAGRAPH 3.1 or bonus at the date of
     termination or resignation.

<PAGE>
                                      -6-

7.   DUTIES

7.1  The Executive shall devote the whole of her time, attention and ability
     during normal working hours to the business of the Corporation. The
     Executive shall well and faithfully serve the Corporation during the
     continuance of her engagement hereunder and use her best efforts to promote
     the interest and welfare thereof. The Executive shall specifically avoid
     being engaged in any outside business activities which may either
     constitute or have the appearance of a conflict of interest with the
     Business or the business of any Affiliate.

8.   INTELLECTUAL PROPERTY

8.1  The Executive hereby acknowledges that the Corporation or applicable
     Affiliate, as the case may be, is the sole and exclusive beneficial owner
     of all rights, titles and interests in the intellectual property, trade
     secrets, patents, trade marks, trade or brand names, business names,
     copyrights and all technology of the Corporation or applicable Affiliate
     including, without limiting the generality of the foregoing, any
     information, documentation and data, developed, created or used by or with
     the help of the Executive in connection with the Business or the business
     of the applicable Affiliate and the Executive shall assist the Corporation
     and applicable Affiliate their attorneys and agents, (upon demand and at
     the Corporation's expense), in the preparation of pursuit anywhere in the
     world of any application for registration of patent or any other rights
     resulting from such intellectual property.

8.2  The Executive shall, immediately and completely, during the term of this
     Agreement and thereafter, reveal and surrender to the Corporation and
     applicable Affiliate, free of any charge but at no cost to the Executive,
     any and all rights, titles and interests in said intellectual property.

9.   CONFIDENTIALITY

9.1  The Executive acknowledges that the Corporation or applicable Affiliate, as
     the case may be, is the owner of all of its intellectual property, trade
     secrets and confidential information, which includes in the Corporation's
     case, without limitation, the Corporation's inventions, its technology, its
     processes, its methods, its developments, its marketing and financial
     information, its business practices, the names of its existing customers,
     the names of prospective customers with which it is negotiating, its
     pricing practices, the prices of its existing contracts, the prices quoted
     by it for proposed contracts and the content of its outstanding tenders,
     and the Executive agrees and covenants that she shall not, during the term
     of her employment with the Corporation and at any time thereafter, use for
     her own purposes or divulge, or allow access to, any of such trade secrets
     and confidential information to any person, either directly or indirectly,
     except for the information that is available in the public domain or that
     has otherwise been made legitimately public by the Corporation or the
     applicable Affiliate.

9.2  This provision shall survive the termination of this Agreement for any
     reason whatsoever.

<PAGE>
                                      -7-


10.  NON-COMPETITION

10.1 For good and valuable consideration, the receipt and sufficiency of which
     are acknowledged, the Executive agrees that at all times during the term of
     her employment with the Corporation and for twelve (12) months following
     the date of termination of her employment if such termination occurs,
     within the first three hundred and sixty-five (365) days following the end
     of her probation period, or for a term of twenty-four (24) months if such
     termination occurs after the first three hundred and sixty-five (365) days
     following the end of her probation period, she shall not engage as
     employer, employee, principal, agent, shareholder, director, officer,
     partner, consultant, lender or otherwise, directly or indirectly, in a
     business in competition with the Business or the business of any Affiliate
     in any markets throughout the world where the Corporation or any Affiliate
     has had clients in the year preceding her ceasing to be employed by the
     Corporation.

10.2 The provisions of PARAGRAPH 10.1 shall survive the termination of this
     Agreement, except if the Executive is terminated without cause.


11.  NON-SOLICITATION

11.1 The Executive agrees that she shall not, for the same period as mentioned
     in PARAGRAPH 10.1, hire or recruit any employee of the Corporation or any
     of its Affiliates or encourage any such employee to leave the Corporation
     or any Affiliate.

11.2 The provisions of PARAGRAPH 11.1 shall survive the termination except if
     the Executive is terminated without cause.


12.  GENERAL

12.1 PAYMENTS IN ACCORDANCE WITH APPLICABLE LAW

     All payments which the Corporation is required to make pursuant to the
     terms hereof shall be made in accordance with applicable law and
     regulations and under no circumstance shall the Corporation be responsible
     for any personal income tax of the Executive.

12.2 PREAMBLE AND SCHEDULES

     The preamble and Schedules hereto form an integral part of this Agreement.

12.3 OTHER TERMS

     The provisions of the Corporation's standard terms and conditions of
     employment (as amended from time to time) shall be included in the terms of
     the Executive's employment, except to the extent that they are inconsistent
     with this Agreement, or that they substantially modify the conditions of
     employment of the Executive.


<PAGE>
                                      -8-


12.4 PRIOR AGREEMENTS

     This Agreement sets out the entire agreement and understanding of the
     parties with respect to the subject matter hereof and is in substitution
     for any previous agreements, promises, proposals, understandings and
     negotiations between the parties hereto which are inconsistent with the
     terms of this Agreement.

12.5 GOVERNING LAW AND INTERPRETATION

     The validity, interpretation, construction and performance of this
     Agreement shall be governed by the laws of the Province of Quebec. This
     Agreement shall be interpreted with all necessary changes in gender and in
     number as the context may require and enure to the benefit of and be
     binding upon the respective successors and assigns of the parties hereto.

12.6 SEVERABILITY OF THE TERMS OF THE CONTRACT

     Each paragraph of this Agreement shall be and remain separate and
     independent of and severable from all and any other paragraphs herein
     except as otherwise indicated by the content of the Agreement. A decision
     or declaration that one or more paragraph(s) are null and void shall have
     no effect on the remaining paragraphs of this Agreement.

12.7 LANGUAGE OF AGREEMENT

     The parties hereby confirm that they have required that this Agreement and
     all notices in connection therewith be drafted in the English language. Les
     parties confirment qu'elles ont exigees que cette convention et tous avis
     s'y rattachant soient rediges en anglais.

AND THE PARTIES HAVE SIGNED:

                                             LMS MEDICAL SYSTEMS LTD.


                                             Per: "Benoit LaSalle"
                                                  ------------------------------
                                                  Benoit LaSalle
                                                  Chairman of the Board


                                                  "Diane Cote"
----------------------------                      ------------------------------
WITNESS                                           DIANE COTE


<PAGE>


                                 SCHEDULE 1.1(I)

                              STOCK OPTION PLAN OF


                            LMS MEDICAL SYSTEMS LTD.


1.   PURPOSE

1.1  The stock option plan (the "PLAN") is established for eligible employees
     and board members of LMS MEDICAL SYSTEMS LTD. (the "CORPORATION") for the
     purpose of providing them with an incentive to promote, to the best of
     their abilities, the interests of the Corporation through the granting of
     options to subscribe non voting common shares of the Corporation (the "NON
     VOTING SHARES"). The Plan is designed to allow the eligible persons meeting
     predetermined milestones to participate in the growth and success of the
     Corporation in the period prior to either: a) listing the shares of the
     Corporation on a recognized North American stock exchange, or b) the
     acceptance by the shareholders of the Corporation holding more than 50% of
     the common shares of an offer to acquire their shares.

2.   MAXIMUM NUMBER OF SHARES SUBJECT TO OPTIONS

2.1  The maximum number of Non Voting Shares which may be subject to options
     conferred pursuant to the Plan shall not exceed 10% of the outstanding
     common shares and Non Voting Shares of the Corporation at the time any
     option is granted (the "POOL OF SHARES OFFERED").

2.2  A number equal to 25% of the Pool of Shares Offered shall be made available
     for issuance under the Plan to eligible persons on October 25, 1997, and
     each year thereafter (the "ANNUAL OPTIONS OFFERED"). Any of the Annual
     Options Offered not granted to eligible persons in a given year shall be
     added to the Annual Options Offered of the following year of the Plan.

3.   ELIGIBILITY

3.1  All the eligible persons of the Corporation may participate in the Plan
     after six months of employment or appointment as the case may be.

3.2  Each eligible person shall received the Notice of Participation referred to
     in paragraph 4.1, and the options he is entitled to will be granted to him
     on an annual basis, shortly after the first meeting of the board of
     directors of the Corporation (the "BOARD") following each fiscal year end
     of the Corporation.

4.   GRANT OF OPTIONS

4.1  The Board may determine from time to time, upon management's
     recommendation, the eligible persons to whom options may be granted
     pursuant to the Plan, the milestones to be attained, the time frame for the
     accomplishment of such milestones, the number of

<PAGE>
                                      -2-



     Non Voting Shares subject to such options and their subscription price. The
     Corporation shall then inform in writing each eligible person an the
     specific conditions of his participation in the Plan (the "NOTICE OF
     PARTICIPATION").

4.2  Once a year as provided for in paragraph 3.2 and upon fulfilment of his
     obligations established in the Notice of Participation, an eligible person
     shall be granted the options he is entitled to pursuant to the Notice of
     Participation. Each option shall be evidenced by a stock option agreement
     substantially in the form of the agreement annexed hereto as SCHEDULE 4.2

5.   PRICE

5.1  The options granted pursuant to the Plan may be exercised by their holders
     in consideration of a subscription price per Non Voting Share determined by
     the Board periodically and set out in each Notice of Participation and its
     corresponding stock option agreement executed between the eligible person
     and the Corporation.

6.   TERMS OF THE OPTIONS

6.1  Except provided otherwise in this Plan, any option granted under the Plan
     may be exercised at any time before the fifth anniversary of its issuance.

6.2  Notwithstanding PARAGRAPH 6.1, all the options granted under the Plan will
     become exercisable, including all the options reserved for each eligible
     person pursuant to a Notice of Participation and not yet granted, will
     automatically become available for subscription under the Plan at the
     occurrence of one of the following events:

     6.2.1  the shareholders of the Corporation holding more than 50% of the
            voting common shares have accepted an offer of a third party to
            acquire all of their shares; or

     6.2.2  the Corporation proceeds to the listing of its shares on a
            recognized North American stock exchange.

6.3  Each eligible person shall receive at least 10 days before the occurrence
     of the events mentioned in PARAGRAPH 6.2 a notice from the Corporation with
     full particulars of the proposed transaction, in order to allow such person
     to exercise his rights accordingly. The eligible person shall notify the
     Corporation in writing of his intent to exercise his options or rights
     hereunder. Any option or right to subscribe Non Voting Shares not exercised
     within 10 days of reception of such notice shall be extinguished without
     further notice or delay.

7.   DEATH

7.1  Notwithstanding PARAGRAPH 6.1, upon death of an eligible person, his or her
     estate will be entitled to exercise the options then granted to the
     deceased, within one year after the date of the death. The deceased and his
     or her estate shall have no right whatsoever in the options reserved to the
     deceased pursuant to a Notice of Participation and not yet granted at the
     time of the death.

<PAGE>
                                      -3-



7.2  Should the estate of the deceased receive from the Corporation the notice
     provided for in PARAGRAPH 6.3 the exercise period for options granted to
     the deceased shall be reduced accordingly.

8.   TERMINATION OF EMPLOYMENT

8.1  Notwithstanding PARAGRAPH 6.1, if the employment or the appointment of an
     eligible person, as the case may be, is terminated far cause, no option
     granted under the Plan and held by such eligible person may be exercised,
     and such eligible person shall have no right to any Non Voting Shares
     thereunder following the date of the notice of such termination.

8.2  Notwithstanding PARAGRAPH 6.1, if the employment or the appointment of an
     eligible person, as the case may be, is terminated otherwise than for
     cause, such eligible person shall indicate by written notice to the
     Corporation within one month of such termination whether or not he intends
     to exercise his options, failing which he shall be irrevocably presumed to
     have relinquished all his rights under the Plan. In addition, the eligible
     person will be entitled to exercise the options granted to him within three
     months of the termination of his employment or appointment. Any option not
     exercised within such period shall be extinguished without further notice
     or delay.

8.3  Upon termination of employment or appointment as provided in PARAGRAPH 8.2,
     the eligible person shall have no right whatsoever in the options reserved
     to him pursuant to a Notice of Participation and not yet granted at the
     time of termination.

8.4  Should the eligible person receive from the Corporation the notice
     mentioned in PARAGRAPH 6.3, the exercised period provided in PARAGRAPH 6.3
     should take precedent over the one applicable in PARAGRAPH 8.2.

9.   EXERCISE OF OPTIONS

9.1  The options granted pursuant to the Plan may be exercised, in full or in
     part, by written notice to the secretary of the Corporation in the form and
     substance of the exercise notice set forth in SCHEDULE 9.1 hereto, such
     notice to be accompanied by a certified cheque made payable to the
     Corporation in the amount of the full price of the Non Voting Shares so
     subscribed for. The Corporation shall cause a certificate for the number of
     shares specified in the notice to be issued and registered in the name of
     the eligible person and delivered to him within reasonable time following
     the reception of the notice and of the cheque accompanying it.

10.  NON-ASSIGNABILITY OF OPTIONS

10.1 The options granted under the Plan are granted "intuitu personae" and may
     not be sold, be transferred or be assigned as security by their holders
     except with the prior approval of the Board; any such sale, transfer or
     assignment of the options granted pursuant to the Plan without approval of
     the Board shall consequently render null and void such options.

<PAGE>
                                      -4-



11.  AMENDMENT TO THE SHARES

11.1 In the case of the subdivision, redivision, change, exchange, a combination
     or a reclassification of the Non Voting Shares or the common shares of the
     Corporation, or any other analogous amendment to the structure of the share
     capital of the Corporation during the term of this Plan, the Corporation
     undertakes to deliver to the eligible person shares adjusted, upward or
     downward, as the case may be, so as to take into account any of the
     foregoing events, and not the number of Non Voting Shares represented by
     the option, as if the option had been exercised immediately prior to the
     subdivision, redivision, change, exchange, combination or reclassification
     or any other analogous amendment, as the case may be, without the eligible
     person having to make any additional payment or give other consideration.

11.2 Should the shareholders of the Corporation holding more than 50% of the
     common shares have accepted an offer of a third party to acquire all of
     their shares, then the Corporation shall exchange all of the Non Voting
     Shares for common shares of the Corporation on a ratio of 1 for 1.

12.  POWERS OF THE BOARD

12.1 The Plan is under the management and administration of the Board. The Board
     may from time to time, by resolution, amend or terminate and annul this
     Plan and adopt any measure that is felt necessary or desirable for the good
     administration of this Plan.

12.2 The Board may interpret the Plan and make any decision in its respect as to
     any question which may arise in respect of the Plan and the decisions of
     the Board shall be final and binding on all parties affected thereby.

12.3 The Board may, notwithstanding the establishment of the Plan, reserve
     additional Non Voting Shares of the share capital of the Corporation in
     order to confer to any person rights of conversion, of subscription or of
     purchase of shares, or options, being understood that the Plan is not
     exclusive.

12.4 A copy of all the documents related to the Plan such as resolutions of the
     Board, Notice of Participation, stock option agreement and exercise notice
     shall be forwarded to the compensation committee of the Corporation.

13.  COMING INTO EFFECT

13.1 This plan comes into effect on October 25, 1997.


<PAGE>



                                  SCHEDULE 2.4

                            LMS MEDICAL SYSTEMS LTD.


                               (THE "CORPORATION")

                                   DIANE COTE


--------------------------------------------------------------------------------
Title:                             President and CEO
--------------------------------------------------------------------------------
Reports to:                        Board of Directors
--------------------------------------------------------------------------------
Interfaces with:                   Customers, Suppliers, Distributors,
                                   Representative Organizations, Competitors,
                                   Sources of Financing, Government Agencies,
                                   Regulatory Authorities, Professional
                                   Societies
--------------------------------------------------------------------------------
Key Responsibilities:              Develop strategic and operating plans for
                                   future growth and profitability of the
                                   company
--------------------------------------------------------------------------------
                                   Ensure that the Corporation is appropriately
                                   financed, equipped, and staffed
--------------------------------------------------------------------------------
                                   Lead and manage the human capital - team
                                   building, visioning, communicating
--------------------------------------------------------------------------------
                                   Create and enhance the internal planning and
                                   control business systems - set standards
--------------------------------------------------------------------------------
                                   Oversee the creation and delivery of all
                                   financial and managerial reporting required
                                   by the board
--------------------------------------------------------------------------------
                                   Hands-on management to ensure that both the
                                   technical and sales efforts are on schedule
                                   and on budget; take corrective action where
                                   necessary
--------------------------------------------------------------------------------
                                   Locate potential strategic sales and
                                   technical alliance partners - negotiate as
                                   required to carry out the corporate growth
                                   objectives
--------------------------------------------------------------------------------
                                   Responsibility for overseeing all human and
                                   financial resources, marketing and sales,
                                   research and development, and operations
--------------------------------------------------------------------------------



<PAGE>


MEMORANDUM OF AGREEMENT entered into in the City and District of Montreal,
Province of Quebec, this "9th " day of "September" 1996.

BETWEEN:                         LMS LABOR MANAGEMENT SYSTEMS LIMITED, a duly
                                 incorporated corporation, having its principal
                                 office at 2020 University Street, Suite 1305 in
                                 the City and District of Montreal, Province of
                                 Quebec

                                 (Hereinafter referred to as the "Company")

AND:                             DR. EMILY HAMILTON, physician, of the City of
                                 Verdun (Nuns' Island), Province of Quebec

                                 (Hereinafter referred to as "Dr. Hamilton")

WHEREAS the holding body corporate (as such term is defined in the Canada
Business Corporations Act) of the Company is Martinex R & D Inc.;

WHEREAS the Company is negotiating financing for start-up operations and is
anticipated to achieve commitment and funding during the summer of 1996
("Financing");

WHEREAS the Company was incorporated in 1993 and Dr. Hamilton has served, since
the date of incorporation, and is currently holding the position of President
and Vice-President of Medical Technology;

WHEREAS the Company desires to engage a new President and Chief Executive
Officer in the event of a successful Financing and to commit to writing the
terms and conditions of Dr. Hamilton's continued employment as Vice-President of
Medical Technology;

WHEREAS the present Agreement is conditional upon receipt of funds by the
Company from said Financing:

                  NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:


1.   PREAMBLE


1.1  The preamble forms an integral part of the present agreement.


2.   APPOINTMENT AND DURATION

2.1  The Company undertakes to engage Dr. Hamilton in the capacity of
     Vice-President of Medical Technology for an indeterminate period of time
     commencing on the date of receipt of funds from Financing or on the date of
     the beginning of Dr. Hamilton's leave of absence from McGill University,
     which is October 1st, 1996.

2.2  Dr. Hamilton shall carry out her functions at the head offices of the
     Company currently in the City of Montreal.


<PAGE>
                                      -2-


2.3  Dr. Hamilton shall also be entitled to be a member of the Board of
     Directors of the Company, for as long as she may desire.

2.4  Dr. Hamilton shall continue to be responsible for the medical aspects of
     the products, to ensure that same will remain uncompromised and of the
     highest quality. As such, she will continue to have direct control over all
     medical research and to participate in product development.

3.   REMUNERATION

3.1  The Company shall pay to Dr. Hamilton a gross base salary of $115,000 per
     annum, payable in bi-weekly instalments.

3.2  Dr. Hamilton's basic salary shall be reviewed by the Company at least once
     in each financial year. Should the percentage of her time committed to the
     Company change substantially, her gross base salary will be adjusted
     accordingly. Pursuant to paragraph 8.1, Dr. Hamilton will continue to
     derive some remuneration from outside the Company.

3.3  As of the beginning of the second year of the present Agreement, in
     addition to the gross base salary, the Company shall pay to Dr. Hamilton a
     minimum of forty percent (40%) of her gross base salary in the event the
     Company meets the reasonable established targets set at the end of the
     previous year.

3.4  Payment to Dr. Hamilton of said bonus commences at the end of the second
     year of the present Agreement and shall be exigible if she attains ninety
     percent (90%) of target and increase without limitation if said targets are
     exceeded.

3.5  It is acknowledged that after the Financing, Dr. Hamilton will own ten and
     twenty-seven one hundredths of one percent (10.27%) of the issued and
     outstanding shares in the capital stock of the Company on a fully-diluted
     basis.

4.   BENEFITS

4.1  In addition to the above, the Company shall pay to Dr. Hamilton the
     following benefits, in an amount equal to the difference between the
     current value of such benefits paid to her by McGill University (as same
     may be adjusted from time to time in subsequent years) , and the portion
     thereof which McGill University shall continue to pay to Dr. Hamilton or
     for her benefit:

     (a)  medical expenses, payable quarterly in lieu of a medical plan to a
          maximum of $2,000 per year; and

     (b)  pension contributions to Dr. Hamilton's RRSP, payable quarterly in
          lieu of a pension plan to a maximum of $3,500 per year.

5.   EXPENSES


<PAGE>
                                      -3-


5.1  The Company shall reimburse Dr. Hamilton monthly for all travelling, hotel,
     entertainment and other expenses reasonably incurred by her in the proper
     performance of her duties, subject to the production of receipts or
     vouchers.

6.   VACATION

6.1  In addition to Quebec statutory general holidays, Dr. Hamilton is entitled
     to four (4) weeks paid vacation per year. Dr. Hamilton shall have the right
     to carry forward any unused part of her vacation entitlement for one (1)
     subsequent reference year. However, if at the end of the subsequent
     reference year there remains an unused part of her vacation entitlement,
     Dr. Hamilton shall be compensated for said unused part. It is the intention
     of the parties that Dr. Hamilton's vacation entitlement shall be similar to
     that established for other senior management.

7.   TERMINATION

7.1  In the case where the Company terminates the appointment of Dr. Hamilton,
     it must provide Dr. Hamilton with one (1) year's notice or an equivalent
     indemnity in lieu of notice payable in one (1) lump sum upon the
     termination of her appointment. In the case where Dr. Hamilton terminates
     the appointment, she must provide two (2) months' notice to the Company.

7.2  However, the Company shall be entitled to terminate the present contract of
     employment without delay "for just and sufficient cause".

7.3  In case of termination for any of the above reasons, Dr. Hamilton shall be
     entitled to receive any and all outstanding or accruing salary or
     remuneration as of the date of termination by either party including any
     and all commissions, bonus or benefits to which she is entitled and this,
     on a pro rata basis to the date of termination, as required.

8.   DUTIES AS VICE-PRESIDENT OF MEDICAL TECHNOLOGY

8.1  Dr. Hamilton shall exercise due diligence in carrying out her duties as
     Vice-President of Medical Technology of the Company to work toward the
     success of the Company and to implement her vision of a superior system for
     labour monitoring. It is understood that this undertaking will occupy most
     of her working time. It is agreed, however, that she shall continue to
     devote about eight (8) to ten (10) hours per week to the department of
     obstetrics at McGill teaching hospitals and McGill University to maintain
     her professional status as a professor of medicine and practising
     gynaecologist for the mutual benefit of both the Company and Dr. Hamilton.

8.2  Dr. Hamilton shall apply due diligence in promoting the best interests of
     the Company.

9.   CONFIDENTIALITY

9.1  Dr. Hamilton shall maintain the confidentiality of the intellectual
     property, computer programs, research, trade secrets, insider information,
     financial and business information and all matters relating to the
     operation and status of the Company and shall not in any

<PAGE>
                                      -4-


     manner divulge any such information to any third party, unless required
     within the normal performance of the functions of this position, by
     contract or by law.

9.2  This provision shall survive the termination of this Agreement.

10.  NON-COMPETITION

10.1 During the course of her employment, nor for the period of one (1) year
     following termination of the present Agreement by Dr. Hamilton or by the
     Company for any cause, Dr. Hamilton shall not engage, in any manner or
     capacity whatsoever, directly or indirectly, whether as an employee,
     consultant, advisor, project director, shareholder, independent contractor
     or otherwise to compete with the then current product base of the Company.

11.  LANGUAGE OF AGREEMENT

11.1 The parties hereby request that this Agreement and all notices in
     connection therewith be drafted in the English language. Les parties
     exigent par la presente que cette convention et tout avis s'y rattachant
     soient rediges en anglais.

AND THE PARTIES HAVE SIGNED:



                                                    "Emily Hamilton"
                                                    ----------------------------
                                                    DR. EMILY HAMILTON



                                                    LMS LABOR MANAGEMENT SYSTEMS
                                                    LIMITED


                                                     per: "Michael I. Levy"
                                                          ----------------------
                                                          Michael I. Levy



                                                     MARTINEX R & D INC.

                                                     per: "Ervin Spinner"
                                                          ----------------------
                                                          Ervin Spinner

<PAGE>


MEMORANDUM OF AGREEMENT entered into in the City and District of Montreal,
Province of Quebec on the 1st day of March, 2002.

BETWEEN:                           LMS MEDICAL SYSTEMS LIMITED, a duly
                                   incorporated corporation, having its
                                   principal office at 5252 de Maisonneuve
                                   Boulevard West, Suite 314, in the City and
                                   District of Montreal, Province of Quebec H4A
                                   3S5, herein acting and represented by Ms.
                                   Diane Cote, its President and Chief Executive
                                   Officer, duly authorized hereunto as she so
                                   declared

                                   CALM MEDICAL SOLUTIONS, 1652 ELKWOOD COURT,
                                   ANAPOLIS, MARYLAND, U.S.A. , a duly
                                   incorporated corporation, having its
                                   principal office at 5252 de Maisonneuve
                                   Boulevard West, Suite 314, in the City and
                                   District of Montreal, Province of Quebec H4A
                                   3S5, herein acting and represented by Ms.
                                   Diane Cote, its President and Chief Executive
                                   Officer, duly authorized hereunto as she so
                                   declared

                                   (Hereinafter referred to as the "Company")

AND:                               MR. TIMOTHY STEPHEN BETTS, residing and
                                   domiciled at 211, West Camden Forest Drive,
                                   Cary, North Carolina, 27511, United States.

                                   (Hereinafter referred to as the "Employee")

WHEREAS the Company has retained the services of the Employee as Vice-President,
Development, and the Employee wishes to enter the employment of the Company in
the same capacity;

WHEREAS the Company and the Employee desire to enter into a formal employment
agreement to set out in writing their respective rights and obligations;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.   PREAMBLE

     1.1  The preamble to this Agreement shall constitute an integral part
          hereof.

2.   EMPLOYMENT AND DUTY

     2.1  The Company undertakes to engage the Employee in the capacity of
          Vice-President of Development.


<PAGE>
                                      -2-


     2.2  In his capacity as Vice-President of Development, the Employee shall
          be responsible for the development of the Company's software, subject
          to such directives as may be communicated to the Employee from time to
          time by the President.

     2.3  The Employee agrees to devote during working hours his full-time,
          attention, skill and effort to the enhancement and increase of the
          Company business. The Employee further covenants that he will
          faithfully perform those duties which are assigned to him to the best
          of his abilities and that he will not engage in any other active
          business, during normal business hours, subject only to the rights to
          engage in activities directly relating to passive investments by the
          Employee which do not interfere with the Employee's duties and
          responsibilities pursuant to this Agreement and which, in any event,
          do not occupy the Employee during normal business hours. It is further
          understood that the Employee shall not, during the term of this
          agreement, receive, directly or indirectly, any gain, profit, or other
          pecuniary advantage arising from or relating to any transaction
          entered into between the Company or its affiliates and any third
          party, or arising from or relating to the business activities or the
          nature of the business activities engaged in by the Company or its
          affiliates.

     2.4  The Employee shall carry out his functions at the head offices of the
          Company currently in the City of Montreal and from his home at least
          one (1) week per month.

3.   REMUNERATION

     3.1  During the term of the Agreement, the Employee shall receive a yearly
          basic salary of $135,000 U.S. per annum, payable in bi-weekly
          instalments.

     3.2  The Company shall pay to the Employee an additional $15,000 U.S. for
          the period of March 1, 2002 to February 28, 2003.

     3.3  For the period of March 1, 2002 to August 31, 2002, the Company will
          pay to the Employee an allowance of a maximum of $35,000 U.S. for
          lodging, travelling and related expenses, in accordance with the
          Company's policy in this respect, provided that such expenses are
          fully supported by receipts or other appropriate documentation.

     3.4  The Employee is entitled to receive a bonus of up to 30% of his yearly
          basic salary, in accordance with the bonus plan of the Company.

4.   STOCK OPTION

     4.1  Subject to the approval of the Board of Directors of the Company, and
          any other required approvals, the Employee will receive, upon
          signature of the present,


<PAGE>
                                      -3-


          5,000 Stock Options under the terms and conditions of the Employees'
          Stock Option Plan ("ESOP") at an exercise price of $12.50 CDN per
          share.

     4.2  The Employee will also have the possibility to have granted to him, on
          an annual basis, of 3% of his yearly basic salary, in the ESOP. It is
          understood that the grant of such options (including the exercise
          price thereof) to the Employee shall be at the discretion of the Board
          of Directors of the Company to be given at the beginning of each
          fiscal year.

5.   VACATION AND BENEFITS

     5.1  The Employee is entitled to four (4) weeks paid vacation per year. The
          Employee shall have the right to carry forward any unused part of his
          vacation entitlement for one (1) subsequent reference year.

     5.2  The Employee will not take more than two (2) consecutive weeks of
          vacation at a time.

     5.3  The Employee shall be included in the Company's benefits plan at the
          Company's expense.

6.   TERMS OF EMPLOYMENT

     6.1  This agreement is for an undeterminate term and shall be deemed to
          have commenced on March 1, 2002.

7.   TERMINATION

     7.1  Notwithstanding paragraph 6.1, the parties understand and agree that
          the present Agreement may be terminated, in the following manner and
          in the following circumstances:

          7.1.1  The Company may terminate the employment of the Employee during
                 the first year of the Agreement by giving the Employee a
                 severance payment equivalent to twice the number of months
                 worked up to a maximum of 75% of the yearly basic salary set
                 forth in section 3.1. Should there be a termination during the
                 second or third year, the Employee will be entitled to an
                 indemnity equivalent to 75% of the yearly basic salary set
                 forth in section 3.1.

          7.1.2  If the Employee terminates the present agreement within
                 twenty-four (24) months after March 1, 2002 for the reason that
                 the development department is outsourced and that no equivalent
                 position can be offered to the Employee, the Employee will be
                 entitled to receive 75% of his basic salary set forth in
                 section 3.1 until he finds employment either with a new
                 employer or as a contractual employee. It is understood that
                 the total


<PAGE>
                                      -4-


                 amount paid to the Employee will not exceed 75% of the yearly
                 basic salary less any proceeds obtained from the sale of shares
                 received from the bonus plan and any profit realized from the
                 exercise of options resulting from the termination.

          7.1.3  In the case of a change of control of the Company (other than
                 by initial public offering), which means the acquisition
                 directly or indirectly of shares, giving the acquirer the right
                 to name more than 50% of the directors of the employer the
                 contract will remain in force unless the Employee resigns
                 within a three (3) month period from the change of control. If
                 the Employee resigns, he will be entitled to an indemnity
                 representing 75% of his yearly basic salary for one year, less
                 any proceeds resulting from the sale of shares received from
                 the bonus plan and any profit realized on the exercise of
                 option in accordance with the terms of the ESOP and bonus plan.

          7.1.4  If two (2) of the executives holding the position of C.E.O.,
                 Vice-President Marketing, Vice-President Research,
                 Vice-President Operations leave the Company before March 1,
                 2004 and the Company presents a business plan which differs
                 substantially from the original plan with regards to the
                 products to be developed by the Company or the delay of
                 development of such products or the targeted market, the
                 Employee may after three (3) months following the resignation
                 of the second executive, resign from his position and be
                 entitled to an indemnity representing 75% of his yearly basic
                 salary, less any proceeds resulting from the sale of shares
                 received from the bonus plan and any profit realized on the
                 exercise of ESOP in accordance with the terms of the options
                 and bonus plan.

          7.1.5  In the event that there is a disagreement or dispute between
                 the parties in establishing that the business plan referred to
                 under paragraph 7.1.4 differs substantially from the original
                 plan with regards to the products to be developed by the
                 Company or the delay of development of such products or the
                 targeted markets, such matter must be submitted for arbitration
                 in accordance with the applicable provisions of the Code of
                 Civil Procedure of Quebec, except to the extent as modified by
                 the following provisions:

                 7.1.5.1  The matter shall be submitted to arbitration before
                          Mrs. Diane Cote. If this person is not available, the
                          parties will agree on the name of another single
                          arbitrator;

                 7.1.5.2  The party requesting the arbitration must send to the
                          other party an arbitration notice which shall include
                          the confirmation from the arbitrator and the
                          arbitration date. The arbitration must take place
                          within thirty (30) calendar days of the date the
                          arbitration was requested. The arbitration hearing
                          shall be held in Montreal, Province of Quebec.

<PAGE>
                                      -5-


                 7.1.5.3  The arbitrator shall have the power to establish its
                          own procedures and must render his decision in writing
                          within thirty (30) calendar days of the hearing.

                 7.1.5.4  The allocation of the arbitration fees shall be as
                          determined by the arbitrator and will be fully paid by
                          the Company.

                 7.1.5.5  The decision of the arbitrator shall be final and not
                          subject to appeal and shall be binding on the parties.

          7.1.6  The Company may terminate for just cause the employment of the
                 Employee, without any notice or any payment, as specified in
                 section 7.1.1. Just cause shall include, but not be limited to,
                 dishonesty, inadequate performance of duties, material
                 violation of documented Company policies or procedures, failure
                 to act in accordance with the lawful direction of the Company.

          7.1.7  The Company may terminate the employment of the Employee
                 without having to pay any severance payment if the employee is
                 unable to perform his duties in Canada.

8.   DUTIES

     8.1  The Employee shall devote the whole of his time, attention and ability
          during normal working hours to the business of the Company. The
          Employee shall well and faithfully serve the Company during the
          continuance of his engagement hereunder and use his best efforts to
          promote the interest and welfare thereof. The Employee shall
          specifically avoid being engaged in any outside business activities
          that may either constitute or have the appearance of a conflict of
          interest with the business carried on by the Company.

9.   INTELLECTUAL PROPERTY

     9.1  The Employee hereby acknowledges that the Company is the sole and
          exclusive beneficial owner of all rights, titles and interests in the
          intellectual property, trade secrets, patents, trade marks, trade or
          brand names, business names, copyrights and all its developed
          technology including, without limiting the generality of the
          foregoing, any information, documentation and data, developed, created
          or used by or with the help of the Employee in connection with the
          business of the Company and the Employee shall assist the Company, its
          attorneys and agents, upon demand, in the preparation of pursuit
          anywhere in the world of any application for registration of patent or
          any other rights resulting from such intellectual property.


<PAGE>
                                      -6-


     9.2  The Employee shall, immediately and completely, during the term of
          this agreement and thereafter, reveal and surrender to the Company,
          free of any charge, any and all rights, titles and interests in said
          intellectual property.

10.  CONFIDENTIALITY

     10.1 The Employee acknowledges that the Company is the owner of all of its
          intellectual property, trade secrets and confidential information,
          which intellectual property, trade secrets and confidential
          information include, without limitation, the Company's inventions, its
          developed technology, its developments, its marketing and financial
          information, its business practices, the names of prospective
          customers with which it is negotiating, its pricing practices, the
          prices of its existing contracts, the prices quoted by it for proposed
          contracts and the content of its outstanding tenders, and the Employee
          agrees and covenants that he shall not, during the term of his
          employment with the Company and following the date of his ceasing to
          be employed by the Company, use for his own purposes or divulge, or
          allow access to, any of such trade secrets and confidential
          information to any person, either directly or indirectly, except for
          the information that is available in the public domain or that has
          otherwise been made legitimately public by the Company.

     10.2 This provision shall survive the termination of this Agreement.

     10.3 The Agreement entitled LMS Medical Systems Limited Non-Disclosure
          Agreement signed by the Employee July 1, 2001, will continue to be in
          force for the duration of the Agreement.

11.  NON-COMPETITION

     11.1 The Employee acknowledges that the product developed by the Company is
          a new concept which is to be marketed throughout the world and
          consequently, the Employee agrees that at all times during the terms
          of his employment with the Company and for twelve (12) months
          following the date of his ceasing to be employed by the Company, he
          shall: not engage as employer, employee, principal, agent, shareholder
          (other than owning shares of a publicly traded company), director,
          officer, partner, consultant, lender, investor or otherwise, directly
          or indirectly, in activities which directly compete with LMS operation
          which includes the incorporation of unique and specific LMS technology
          (e.g., labour progress module, patterns, ANNi, etc.) into those
          products and in countries where the Company had clients or prospective
          clients at the time of termination of employment.

     11.2 The Employee agrees that if he works on CIS products of any rival
          company, his assignment on CIS products will in no situations be in
          conflict with paragraph 11.1 (e.g., "his assignments" will not
          incorporate any unique and specific technology that will compete
          directly with LMS).


<PAGE>
                                      -7-


12.  NON-SOLICITATION

     12.1 The Employee agrees that, for a period of twelve (12) months from the
          date of termination of his employment, he shall not, directly or
          indirectly accept as a customer or solicit for purposes of competition
          with the Company, any person who is a customer or prospective customer
          of the Company at the date of termination of his employment or induce
          or attempt to induce any such person to cease doing business with the
          Company or to take his business elsewhere.

     12.2 Furthermore, the Employee agrees that he shall not, for the same
          period as mentioned in paragraph 12.1, hire or recruit any employee
          working for LMS at any time during the last two (2) month period
          preceding the date of termination of his employment, or encourage any
          such employee to leave the Company.

13.  GENERAL

     13.1 PRIOR AGREEMENTS

          This Agreement sets out the entire agreement and understanding of the
          parties and is in substitution for any previous contracts of
          employment or for services between the Company and the Employee.

     13.2 GOVERNING LAW AND INTERPRETATION

          The validity, interpretation, construction and performance of this
          Agreement shall be governed by the laws of the Province of Quebec.
          This Agreement shall be interpreted with all necessary changes in
          gender and in number as the context may require and be binding upon
          the respective successors and assignee of the parties hereto.

     13.3 SEVERABILITY OF THE TERMS OF THE CONTRACT

          Each paragraph of this Agreement shall be and remain separate and
          independent of and severable from all and any other paragraph herein
          except as otherwise indicated by the content of the Agreement. A
          decision or declaration or an agreement between the Employee and the
          Company that one or more paragraph(s) are null and void shall have no
          effect on the remaining paragraphs of this Agreement.

<PAGE>

                                       -8-


     13.4. LANGUAGE OF AGREEMENT

          The parties hereby agree that this Agreement and all notices in
          connection therewith be drafted in the English language. Les parties
          conviennent par la presente que cette convention et tous avis s'y
          rattachant soient rediges en anglais.

AND THE PARTIES HAVE SIGNED:

                                                  LMS MEDICAL SYSTEMS LIMITED


                                                  per: "Diane Cote"
                                                       -------------------------
                                                       Diane Cote, President and
                                                       Chief Executive Officer


                                                  CALM MEDICAL SYSTEMS LIMITED


                                                  per: "Diane Cote"
                                                       -------------------------
                                                       Diane Cote, President and
                                                       Chief Executive Officer



                                                  "Timothy Stephen Betts"
                                                  ------------------------------
                                                  Timothy Stephen Betts