EXHIBIT 10.1

                                   [IDX LOGO]


             EMPLOYMENT, NONCOMPETITION AND NONDISCLOSURE AGREEMENT


                  THIS AGREEMENT is made by and between IDX SYSTEMS CORPORATION,
a Vermont corporation (the "Company") and the undersigned (the "Employee") as of
the date of acceptance hereof by the Company in its offices in Burlington,
Vermont, and it shall be effective on June 11, 2001. The Employee will begin
employment on June 18, 2001.

                                   BACKGROUND

                           The Employee is employed by or desires to become
                  employed by the Company. The Company desires to employ the
                  Employee, and the Employee is willing to accept such
                  employment, upon the terms and conditions hereinafter set
                  forth.

                           The Employee acknowledges that in the course of
                  rendering services to the Company, he may have and will become
                  acquainted with information about the business and financial
                  affairs of the Company, and may have contributed or may in the
                  future contribute to such information. The Employee recognizes
                  that in order to protect the legitimate interests of the
                  Company it is necessary for the Company to protect all such
                  information by keeping it secret or confidential.

                  IN CONSIDERATION of the premises, the mutual covenants and
conditions set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                  1.       EMPLOYMENT

                           1.1 Employment at Will. The Company hereby offers the
                               ------------------
Employee,  and Employee hereby accepts,  employment or continued employment upon
the terms and  conditions  hereinafter  set forth.  Employment by the Company is
terminable  at any time,  for any reason,  at the will of either the Employee or
the Company.  No statement of policy or procedure,  whether  written or oral, or
set forth in any manual or guide,  shall be a promise by the Company to continue
employment  for any  definite  term,  nor  shall any such  statement,  policy or
procedure  require  the  Company  to  follow  any  special  procedure,  such  as
progressive discipline, before terminating employment.

                           1.2 Location.  The Employee will work at the
                                --------
Company's Integrated  Solutions Division ("ISD"),  whose offices are in Seattle,
Washington, unless otherwise mutually agreed upon.

                           1.3 Exclusive  Employment.  Upon the expiration of
                               ---------------------
any required period of notice to McKesson HBOC, Inc., but in any event beginning
not later than June 30, 2001,  the Employee  shall devote his full-time  efforts
exclusively  for the  benefit of the Company as  required  hereunder,  and shall
perform no services  for, and shall not become  employed or engaged by any other
person,  firm or entity while employed by the Company.  The foregoing

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shall not prevent Employee from  participating in activities in association with
professional associations as approved by the Company.

                           1.4 Duties.  The Employee's  duties shall be as
                               ------
assigned by the Company in its discretion,  and at all times he shall be subject
to the  direction  and control of the officers and the Board of Directors of the
Company. The duties of the Employee as of the date of this Agreement shall be as
set forth on the official job  description  attached hereto as Exhibit I for the
position  indicated  below  the  Employee's  signature  line  at the end of this
Agreement.

                  2.       COMPENSATION

                           As the initial  compensation  for all of the
services to be provided by the  Employee to the Company,  the Company  agrees to
pay, and the Employee agrees to and does accept, the following:

                           2.1 Salary.  The  Employee's  initial and minimum
                               ------
base annual salary for the position  indicated  below the  Employee's  signature
line at the end of this  Agreement  shall  be  $330,000.  Salary  shall  be paid
semi-monthly on the fifteenth (15th) and last days of each month, in arrears, or
on such other  legal basis as the Company  shall  generally  follow from time to
time,  net of all taxes  and other  legally  permissible  withholdings.  In this
regard,  the  Employee  hereby  authorizes  the Company to withhold  from salary
payments  any amounts  owed to the Company by  Employee  hereunder  or any other
amounts  as may be agreed to  subsequently,  including  but not  limited to over
payments, 401k contributions,  and loan payments. Such salary shall be increased
annually,  on or about each  anniversary of this  Agreement,  by an amount to be
determined,  but not less than any  percentage  increase in the  Consumer  Price
Index for All Urban  Consumers for the preceding  twelve-month  period ending on
March 31.

                           2.2 Benefits. The Employee shall be entitled to the
                               --------
benefits,  such as health,  insurance,  vacation,  paid and unpaid  leave as the
Company may from time to time offer to employees as a standard benefit. Benefits
are  subject  to  change at any time with  such  notice to  employees  as may be
required by  applicable  employee  benefit  plans and laws  governing  them.  No
special or different  terms shall apply to Employee  unless set forth in writing
and signed by an authorized  executive  officer of the Company.  Notwithstanding
the foregoing, the Employee is entitled to a minimum of four weeks paid vacation
per calendar year. In addition, the Company hereby confirms to the Employee that
there will be no waiting  period under the Company's  health  insurance plan for
coverage of pre-existing conditions.

                           2.3 Bonuses.  The Employee  shall be entitled to
                               -------
receive  annual cash bonuses as set forth on Schedule A upon the  attainment  of
all of the conditions specified therein. Bonuses shall be paid for each calendar
year by February 28 of the following year  regardless of whether the Employee is
employed by the Company at the time the bonus is paid.

                           2.4 Equity Awards.  The Employee shall be (i) granted
                               -------------
the  numbers of  options to  purchase  common  stock as set forth on  Schedule B
attached  hereto,  under and subject to all of the terms of the  Company's  1995
Stock Option Plan or its successor  (the "Plan"),  Schedule B, and the Company's
form of Stock Option Agreement, and (ii) he shall be issued restricted shares in
the numbers and under and subject to all of the terms and  conditions  set forth
in the Restricted Stock Agreement  attached hereto as Exhibit II. Such issuances
and grants  will not be made unless the  Employee  is  actually  employed by the
Company,  is in good  standing,  and is not on  leave,  on the  date of grant or
issuance, as applicable.

                           2.5 Miscellaneous Items.
                               -------------------

                                    2.5.1  Loan  Repayment.  The  Employee  is
                                           ---------------
obligated to his previous employer in the amount of approximately  $173,000 (the
"Loan") for purposes of purchasing  shares of common stock of such employer (the
"Previous Employer Shares"). The Employee will, within 30 days after the date of
this Agreement,  sell the Previous  Employer Shares.  The Employee shall provide
the Company with adequate  documentation  of the net proceeds from such sale. To
the extent that such proceeds are not  sufficient to repay the Loan, the Company
shall pay the Employee (a) such amount as is necessary to enable the Employee to
repay the Loan in full,  and (b) an additional  amount to satisfy the Employee's
state and federal  income tax liability with respect to the amount paid pursuant
to clause (a).

                                    2.5.2 Relocation  Expenses.  The Company
                                          --------------------
will  reimburse the Employee for the following  expenses in connection  with the
Employee's  relocation  from  the  Atlanta  metropolitan  area  to  the  Seattle
metropolitan  area:  (a) all  reasonable  fees and  commissions  payable to real
estate brokers in connection with the sale of the Employee's  Atlanta  residence
(together with an additional

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amount to satisfy the  Employee's  state and federal  income tax liability  with
respect to such reimbursed fees and commissions); (b) reasonable moving expenses
(including  packing costs) for household  items,  furniture and two automobiles;
(c) closing costs in connection  with the purchase of a Seattle  residence;  (d)
reasonable  expenses  related to trips to  Seattle  for the  primary  purpose of
house-hunting;  and (e) reasonable rental expenses  (including costs of cleaning
services) for a furnished  apartment in the Seattle area,  for the time it takes
to sell the Employee's  Atlanta  residence.  The Company will also reimburse the
Employee for reasonable  expenses of the Employee's  commute between Atlanta and
Seattle pending  completion of the relocation,  as well as all other  reasonable
business  expenses  thereafter as incurred in the  performance of the Employee's
duties on behalf of the Company.

                                    2.5.3 Change of Control Matters.  The
                                          -------------------------
Employee will be among the executives of the Company  entitled to the benefit of
"change of control" agreements, if and when adopted by the Company.

                           2.6  Authorization  to Deduct from Wages.  If at
                                -----------------------------------
separation of employment (a) the Company has advanced paid leave to the Employee
before the Employee has accrued such leave, (b) the Employee has failed to repay
any  money  the  Company  has  loaned  to the  Employee  during  the  course  of
employment,  or (c) the Employee is required  pursuant to a written agreement to
reimburse the Company for relocation and moving costs,  the Employee  authorizes
the Company to deduct from the Employee's  wages  sufficient funds to repay such
advances,  loans, or relocation/moving  costs, subject to applicable federal and
state wage laws.

                           2.7 No Assurances.  The Employee  acknowledges  that
                               -------------
there can be no assurance that the performance of ISD and/or the Company will be
sufficient to achieve the conditions  prerequisite  to the payment of any of the
bonus  compensation  provided for above,  nor can there be any  assurance at any
time with  respect to the value of any of the equity  compensation  provided for
above,  including without limitation at the time of any lapse of restrictions on
restricted stock, sale or other  disposition,  or exercise of stock options.

                  3.       DEFINITION OF PROPRIETARY INFORMATION

                           For purposes of this Agreement the term "Proprietary
Information"  means all of the following  materials and  information in whatever
form or medium  (even if not  patentable,  or not  protectable  or  protected by
copyright  laws) which the  Employee  receives  access to,  creates,  authors or
develops,  in whole or in part,  in the  course of and  within  the scope of his
employment  with  the  Company  or  through  the  use of  any  of the  Company's
facilities or resources:

                           3.1 Computer Software.  Computer programs,  in any
                               -----------------
form,  and all elements  thereof,  including all source and object  codes,  flow
charts,  algorithms,  coding sheets,  compilers,  assemblers,  programmer notes,
design documents, and routines.

                           3.2  Research.  Discoveries,  concepts and ideas,
                                --------
whether or not  patentable  or  protectable  by  copyright,  including,  without
limitation,  the nature and  results of  research  and  development  activities,
technical  information  on  product  or  program  performance  and  reliability,
processes, formulas, techniques, and "know-how."

                           3.3 Marketing  and Customer  Information.  Price
                               ------------------------------------
lists, pricing policies, quoting procedures, financial information, customer and
prospect  names and  requirements,  customer  data,  customer site  information,
prospect and call lists, telephone directories and calendars.

                           3.4 Business Information.  Production development
                               --------------------
processes,   marketing  techniques,   mailing  lists,   purchasing  information,
financial statements, management reports and business plans.

                           3.5 Other.  Any other  materials or  information
                               -----
related to the business or  activities  of the Company  which are not  generally
known to others engaged in similar business or activities.


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                           Failure to mark any of the Proprietary  Information
as  confidential  shall  not  affect  its  status  as  part  of the  Proprietary
Information under the terms of this Agreement.

                  4.       DISCLOSURE OF INFORMATION, WORKS AND MATERIALS

                           The Employee recognizes that he will be exposed to
the  Company's   confidential   information  including  without  limitation  the
Company's trade secrets, and confidential business information.  The Employee is
hereby notified that such information  includes all computer programs  developed
by the Company and the documentation for them.  Further,  this includes business
information, such as price lists, customer lists and data bases, business plans,
sales   projections  and  product   development   plans.  The  Employee  further
acknowledges  that any  information  and materials  received by the Company from
third  parties in  confidence  must be  treated  confidentially.  This  includes
patient  information.  Employee  covenants and agrees that he shall not,  except
with the prior written consent of the Company,  or unless the Employee is acting
as an  employee  of the  Company  solely  for  the  benefit  of the  Company  in
connection  with the  Company's  business and in  accordance  with the Company's
business  practices and employee  policies,  at any time during or following the
term of his employment with the Company, directly or indirectly divulge, reveal,
report, publish,  transfer or disclose, for any purpose whatsoever,  any of such
confidential  information  which has been  obtained by or  disclosed to him as a
result of his employment with the Company,  including,  without limitation,  any
Proprietary Information, as defined in Section 3 hereof.

                  5.       OWNERSHIP OF INFORMATION, WORKS AND RIGHTS THEREIN

                           5.1 Title.  The Employee  hereby  assigns and
                               -----
transfers  to the Company and agrees that the Company  shall be the owner of all
inventions,    discoveries,   work,   computer   software   program   or   other
computer-related equipment or technology,  conceived,  developed, or made by the
Employee,  either  alone  or with  others,  in  whole  or in  part,  during  the
Employee's  employment  by the  Company,  which are  useful in, or  directly  or
indirectly  related  to the  Company's  business  or  which  relate  to,  or are
conceived,  developed,  or made in the course of, the  Employee's  employment or
which are  developed or made from, or by reason of knowledge  gained from,  such
employment . If any one or more of the  aforementioned are deemed to fall within
the  definition of "work made for hire," within the meaning of the Copyright Act
of 1976,  as amended,  such work shall be  considered  "work made for hire," the
copyright of which shall be exclusively  owned by and vested in the Company.  If
any  of the  aforementioned  are  considered  to be  work  not  included  in the
categories of work covered by the "work made for hire"  definition  contained in
the Copyright Act, such work shall be, and it hereby is, assigned or transferred
completely and  exclusively to the Company.  The Employee  agrees to execute any
instruments and to do all other things reasonably requested by the Company (both
during and after the Employee's  employment  with the Company) in order to fully
vest and  perfect in the  Company all  ownership  rights in those  items  hereby
transferred  by the Employee to the  Company.  The  Employee  further  agrees to
disclose  immediately to the Company all  Proprietary  Information  conceived or
developed in whole or in part by him during the term of his employment  with the
Company and to assign to the Company any right, title or interest he may have in
such Proprietary Information.

                           5.2 Employee's  Works. The Employee hereby
                               -----------------
represents and warrants that the Employee has fully disclosed to the Company and
attached hereto a description of any computer program or other  computer-related
technology not covered in Section 5.1 above which,  prior to his employment with
the Company,  the Employee  conceived of or  developed,  wholly or in part,  but
which has not been published or filed with the United States Patent or Copyright
Offices.

                           5.3 Works and Interests of Others.  Employee  hereby
                               -----------------------------
represents  and  warrants  that  employment  by the Company will not violate any
agreement or promise of employee to any other person, and that Employee will not
use any  property  or  confidential  information  of  others in his work for the
Company.


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                  6.       RECORDS AND TANGIBLE MATERIALS

                           All notes, data, tapes, reference materials,
sketches,  drawings,  memoranda  and  records in any way  relating to any of the
information  referred  to in  Section  3,  4 and 5  hereof  (including,  without
limitation,  any Proprietary  Information) or otherwise  prepared by Employee in
the course of his employment,  and all copies thereof,  shall belong exclusively
to the Company, and the Employee agrees to deliver to the Company on request all
copies of such  materials in his  possession  or then under his control.  In the
absence of such a request, Employee shall deliver such items to the Company upon
the termination for any reason of the Employee's employment with the Company.

                  7.       PROTECTION OF INFORMATION AND GOODWILL

                           7.1 Nature of Business.  Employee and the Company
                               ------------------
recognize  that Employee  will acquire  knowledge as a result of working for the
Company,  and that such knowledge will include not only general knowledge of the
medical  information  systems business,  but specific knowledge of the Company's
business,  secrets, products and customers,  including Confidential Information.
Employee and the Company  recognize  that upon  termination of employment by the
Company,  Employee  could use such  specific  knowledge and  information  to the
detriment  of  the  Company  by  disclosing  it to  competitors,  customers  and
prospects,  and using it to obtain or win  business.  Employee  and the  Company
recognize that proof of such disclosure would be difficult,  yet the harm caused
thereby could be significant to the Company. Therefore, Employee and the Company
are  willing  to  agree  that  Confidential  Information  will be  disclosed  to
Employee,  and, to protect Employer,  its relationship  with its customers,  its
competitive  position,  and  its  goodwill,   Employee  will  not  engage  in  a
competitive  venture for a one-year period after  employment by the Company,  as
specified below.

                           7.2  Competitive  Ventures.  The Company is engaged
                                ---------------------
throughout  the United States in the  development  and marketing of  information
systems,  including  computer  software  and related  services,  for  hospitals,
physician  groups,  laboratories,   and  clinics,  and  also  for  providers  of
information  services to such groups  (such  activities,  products  and services
being  referred  to  herein  as the  "Medical  Information  Systems  Business").
Employee recognizes that the Company's medical information systems work together
and are designed to share common  files,  architectures,  a "look and feel," and
other  elements.  In the event of the resignation by the Employee or termination
of Employee's  employment  for Cause,  the Employee  agrees that for a period of
twelve (12) months from the date of such termination (the "Prohibition Period"),
he will not:

                                    7.2.1 Engage  directly for himself,  or
jointly  with or on behalf of any  person,  entity or  venture  involved  in the
Medical Information Systems Business, or any other business in which the Company
was engaged at the time of such termination of employment, and

                                    7.2.2 Work for or become  employed by or
associated with any person, entity or venture engaged in the Medical Information
Systems  Business,  including,  by way of example  and without  limitation,  the
entities  listed in  Schedule A attached  hereto and made a part  hereof  (which
entities  together with their successors and assigns,  are referred to herein as
the  "Designated  Entities"),  where  either (i) the  Employee's  duties will be
substantially  similar to those he has performed for the Company  hereunder,  or
(ii) the  Employee's  duties  would be likely to involve,  or require,  or would
involve or require,  disclosure or use of Proprietary Information.  For example,
and without limiting the generality of the foregoing, if Employee is employed by
the Company as a computer programmer working on medical information  systems, he
shall not,  during the  Prohibition  Period,  work as a computer  programmer  on
medical information  systems. As another example, if Employee is employed by the
Company as a salesperson  selling medical  instruments or Systems,  he shall not
work  during  the  Prohibition  Period as a salesman  or a  marketer  of medical
information systems.

                           7.3  Geographical  Limitations.  The  Employee's
                                -------------------------
obligations under this Section 7 shall extend to all geographical areas in which
the  Company,  or  any of its  related  companies,  is  offering  its  products'
services,  either directly or indirectly  through licenses or otherwise,  during
the Prohibition Period.

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                           7.4  Non-Solicitation.  The Employee further agrees
                                ----------------
that for a period of twelve  (12)  months  from the date of  termination  of his
employment,  he will not,  on behalf of  himself  or any person or entity of the
Company, (i) compete for, or engage in competitive solicitation of, any customer
of the  Company,  or any person or entity  that he has,  during the twelve  (12)
months immediately  preceding such termination,  solicited or serviced on behalf
of the Company or that has been so solicited or serviced, during such period, by
any person under the Employee's  supervision,  or (ii) attempt to hire or engage
any  individual who was an employee of the Company at any time during the twelve
(12) months immediately prior to such termination.

                           THE EMPLOYEE  REPRESENTS AND WARRANTS THAT THE
KNOWLEDGE,  SKILLS AND ABILITIES HE POSSESSES  ARE  SUFFICIENT TO PERMIT HIM, IN
THE EVENT OF TERMINATION OF HIS EMPLOYMENT  HEREUNDER FOR ANY REASON,  TO EARN A
LIVELIHOOD  SATISFACTORY  TO HIM WITHOUT  VIOLATING  ANY  PROVISION OF SECTION 7
HEREOF.

                  8.       INJUNCTIVE RELIEF

                           The Employee understands and agrees that the Company
will probably suffer  irreparable harm if Proprietary  Information is disclosed,
and that monetary  damages will be inadequate to compensate the Company for such
breach.  Accordingly,  the  Employee  agrees  that,  in the event of a breach or
threatened  breach by the Employee of any of the  provisions of this  Agreement,
the Company, in addition to and not in limitation of any other rights,  remedies
or damages  available  to the Company at law or in equity,  will be entitled to,
and Employee hereby  consents to, a permanent  injunction in order to prevent or
to restrain  any such breach by the  Employee,  or by the  Employee's  partners,
agents,  representatives,  servants,  employers,  employees  and/or  any and all
persons directly or indirectly acting for or with him.

                  9.       ACCOUNTING FOR PROFITS

                           The Employee  covenants and agrees that,  if he shall
violate any of his covenants or  agreements  under this  Agreement,  the Company
shall be entitled to an accounting  and repayment of all profits,  compensation,
commissions,  enumerations or benefits which the Employee directly or indirectly
has realized  and/or may realize as a result of, growing out of or in connection
with  any  such  violation;  such  remedy  shall  be in  addition  to and not in
limitation  of any  injunctive  relief or other  rights or remedies to which the
Company is or may be entitled at law, in equity or under this Agreement.

                  10.      REASONABLENESS OF RESTRICTIONS

                           The Employee has carefully read and considered the
provisions of Sections 1 through 9 hereof and, having
done so, agrees that the restrictions set forth therein are fair and reasonable
and are reasonably required for the protection of the interests of the Company,
its officers, directors, stockholders and employees.

                  11.      SUCCESSORS AND ASSIGNS

                           This Agreement shall inure to the benefit of and be
binding upon the Employee,  his legal representative or representatives and
testate or intestate distributees, and this Agreement shall inure to the benefit
of and be  binding  upon the  Company,  its  successors  and  assigns.  The term
"Company" as used herein  shall  include  such  successors  and assigns and also
shall include any corporation which is at any time the parent or a subsidiary of
the Company,  or any  corporation or entity which is an affiliate of the Company
by  virtue of  common  (although  not  identical)  ownership,  and for which the
Employee  is  providing  services  in any form  during his  employment  with the
Company or any such other corporation or entity. The term successors and assigns
as used herein shall  include a  corporation  or other entity  acquiring  all or
substantially  all of the assets and  business  of the Company  (including  this
Agreement) whether by operation of law or otherwise.

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                   12.     NOTICES

                           Any notice required or permitted by this Agreement
shall be given by registered or certified mail,  return receipt  requested,
addressed to the Company at its then principal office, or to the Employee at his
then  current  address set forth in the payroll  records of the  Company,  or to
either party hereto at such other address or addresses as he or it may from time
to time specify for the purpose in a notice similarly given.

                  13.  ENFORCEABILITY AND SCOPE

                           If any provision of this Agreement is  subsequently
determined  by a  court  of  competent  jurisdiction  to  be  void  or
unenforceable  for any reason,  that provision shall be deemed stricken and
the remainder of the Agreement  shall not be affected  thereby and shall be
binding upon the parties hereto insofar as it remains a workable instrument
to  accomplish  the intent and purposes of the parties.  The parties  shall
negotiate  the severed  provision  to bring the same within the  applicable
legal requirements to the extent possible.  Employee agrees to take any and
all actions,  including without  limitation,  execution and delivery of any
and all  instruments  and  documents  necessary  or  advisable to complete,
perfect, evidence or otherwise confirm any of the matters set forth herein.

                  14.      TERM AND OTHER CONDITIONS

                           14.1 Term.  This  Agreement  shall remain in full
                                ----
force and effect until the Employee's employment by the Company terminates,
or until superseded by another written employment  agreement based upon good and
proper  consideration  and executed by the  Employee and the Company,  whichever
first occurs.  Notwithstanding the foregoing, in the event of the termination of
this Agreement by reason of the termination of the Employee's employment,  those
provisions  hereof  which by their terms  extend in  accordance  with such terms
shall survive.  No amendment or modification of the terms and conditions  hereof
shall be effective unless set forth in a written document signed by the Employee
and the Company. As used in the Agreement,  words of the masculine shall, as the
context required, include the feminine.

                           14.2 Termination of Employment by the Company.
                                ----------------------------------------

                                    14.2.1  Notwithstanding  anything  in this
Agreement  to the  contrary,  in  the  event  the  Company  terminates  the
Employee's employment other than for Cause (as defined below):

                                    (a) pursuant to the Restricted  Stock
               Agreement,  all restrictions on restricted shares issued prior to
               the  date  of  termination  shall  lapse  as of the  date of such
               termination,   all  restrictive   legends  on  the   certificates
               representing such shares shall be removed,  and such shares shall
               be thereafter be freely  tradeable by the Employee,  subject only
               to the  Company's  insider  trading  policy  and any  limitations
               imposed under the rules and  regulations  of the  Securities  and
               Exchange Commission (the "SEC") and applicable law;

                                    (b) any outstanding  but  unexercisable
               options  granted prior to the date of  termination  that by their
               terms would become exercisable within the twelve months following
               to the date of termination shall become  exercisable  immediately
               (and, with respect to all such options and previously exercisable
               but unexercised options, the exercise period shall be extended to
               the second anniversary of the date of termination); and

                                    (c) the Company shall  continue to pay the
               Employee's  base salary for twelve  months  following the date of
               termination at the rate in effect on the date of termination and,
               if the  date  of  termination  falls  other  than at the end of a
               calendar year, pay the Employee an amount equal to the product of
               the previous  year's cash bonus, as determined in accordance with
               Schedule A, and a fraction,  the numerator of which is the number
               of whole months worked by the Employee in the year of termination
               and the  denominator  of which  is  twelve.  Notwithstanding  the

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               foregoing,  in no event shall the Employee  receive less than 50%
               of his Eligible Annual Bonus (as defined on Schedule A)

The Company  further agrees that the following  events shall also be deemed
to be  terminations  other  than for  Cause:  (x)  demotion  from  the  position
indicated below the Employee's signature line at the end of this Agreement;  (y)
relocation of the Employee from the Seattle area; or (z) the sale or disposal of
ISD or  merger  of ISD with  another  entity.  If the  Employee  remains  in the
employment  of the Company  following  any such event,  subsections  (a) and (b)
above will take effect. If the Employee's  employment  terminates as a result of
any such event, subsections (a), (b) and (c) above will take effect.

                                    14.2.2 The Employee acknowledges that the
foregoing payments shall satisfy any and all claims of any kind and nature,
including  without  limitation  claims  for  compensation  to  which  he  may be
entitled,  in the event the Company  terminates the Employee's  employment other
than for Cause, and agrees to execute and deliver a full and complete release of
claims simultaneously with the receipt of any such payments.

                                    14.2.3 In the event the Company terminates
the Employee's  employment for Cause prior to the fourth anniversary of the
date of this  Agreement,  all  restricted  shares  issued  prior  to the date of
termination  shall  be  forfeited,   and  all  outstanding  but  unexercised  or
unexercisable  options granted prior to the date of termination  shall expire in
accordance with the terms of their respective option agreements.

                                    14.2.4 For purposes of this Agreement,
"Cause"  shall mean and shall be  strictly  limited to (i) if  Employee  is
grossly  negligent  or engages in willful  malfeasance  and such  conduct  has a
material  adverse  effect upon the  business  and affairs of the Company or (ii)
Employee commits fraud or embezzlement  against the Company or (iii) Employee is
convicted by a court of  competent  jurisdiction  of a crime of moral  turpitude
which results in a material adverse effect on the Company.

                           14.3 Resignation by the Employee.  Notwithstanding
                                ---------------------------
anything  in this  Agreement  to the  contrary,  in the event the  Employee
resigns  his  employment  prior to the  fourth  anniversary  of the date of this
Agreement,  all restricted  shares issued prior to the date of termination shall
be forfeited  and all  outstanding  but  unexercised  or  unexercisable  options
granted prior to the date of  resignation  shall expire in  accordance  with the
terms of their respective option agreements.

                           14.4  Company's  Business  Discretion.  The  Employee
                                 -------------------------------
acknowledges  that the Company has and shall have the  flexibility to alter
its  accounting  or financial  reporting  practices and to  reorganize,  sell or
otherwise  dispose  of, or  terminate  ISD,  but in the event  such  transaction
results in a Change of Control of ISD or the  discontinuation of the business of
ISD that Employee  shall be entitled to treat such  transaction as a termination
of Employee's employment other than for Cause, and Employee shall be entitled to
the remedies provided in section 14.2 hereof.

                           For purposes of this Section 14.4, "Change of
Control"  means  any  sale,  lease,  exchange  or  other  transfer  (in one
transaction or series of transactions not in the ordinary course of business) of
all or substantially all of the assets of ISD.

                  15.      ARBITRATION

                           Any dispute between the Company and the Employee
arising out of or in any manner  connected  with  employment  or employment
practices, including but not limited to claims of discrimination of any kind and
wrongful  discharge,  under state,  federal or local law,  shall be submitted to
binding  arbitration  in accordance  with the rules of the American  Arbitration
Association, to be conducted in Seattle, Washington,  except any dispute arising
under Sections 4, 5, 6 and 7 of the Agreement,  which, at the Company's  option,
may be litigated as set forth in Section 16 below.

                                  Page 8 of 19
<PAGE>


                  16.      GOVERNING LAW AND FORUM; LEGAL FEES

                           Employee  acknowledges  that IDX has employees
located in various  states,  and that it is  important  to have  consistent
policies and laws apply to them insofar as matters  relating to  employment  are
concerned.  Employee  acknowledges  that  consistency  in  employment  policy is
beneficial because results will be predictable and all employees will be treated
equally. Therefore,  Employee and the Company agree that this Agreement shall be
governed by and construed in  accordance  with the internal laws of the State of
Washington, and any legal proceeding regarding the interpretation or enforcement
of this  Agreement  shall be  instituted  in a court of  competent  jurisdiction
located  within  the  State of  Washington.  In the event of any  litigation  to
enforce  the terms of this  Agreement,  the  non-prevailing  party shall pay, as
additional damages, all reasonable attorney's fees of the prevailing party.

                  17.      INDEMNIFICATION

                           17.1 Company  acknowledges  that  Employee has
provided to Company a copy of Employee's current employment  agreement with
McKesson HBOC, Inc. and Employee has advised Company of the nature of Employee's
current  position  with  McKesson  HBOC,  Inc.  and the nature of his duties and
responsibilities. Company has made an independent evaluation of any risks to the
Company  which may be  associated  with the  employment of Employee by reason of
such employment  agreement and Employee's  current  employment by McKesson HBOC,
Inc. and is not relying on Employee as to any such evaluation.

                           17.2 The Company shall indemnify and hold harmless,
and shall  advance  expenses  with  respect to, any and all claims,  debts,
obligations  and  other  liabilities,  monetary  damages,  losses  and  expenses
(including  amounts  paid in  settlement  and  reasonable  attorney's  fees  and
expenses,  and other expenses of litigation)  ("Damages") personally incurred or
suffered by Employee as a result of claims  asserted by McKesson  HBOC,  Inc. or
any of its affiliates  arising out of or connected with Company's  employment of
Employee.

                           17.3 Employee shall give prompt written  notification
to the  Company  of the  commencement  of any  action,  suit or  proceeding
relating to a claim for which  indemnification  pursuant to Section  17.2 may be
sought.  Any unreasonable delay on the part of Employee in notifying the Company
shall  relieve the Company of any  liability or  obligation  under Section 17.2.
Within 10 business  days after receipt of such  notification,  the Company shall
assume control of the defense of such action, suit or proceeding.

                  18.      THIS AGREEMENT TO CONTROL

                  NOTWITHSTANDING ANY OTHER PROVISIONS OF ANY OTHER AGREEMENT OR
DOCUMENT TO THE CONTRARY, IN THE EVENT OF ANY CONFLICT OR APPARENT CONFLICT
BETWEEN THIS EMPLOYMENT AGREEMENT AND THE TERMS AND CONDITIONS OF SUCH DOCUMENT
OR AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY DOCUMENTATION PERTAINING TO STOCK
OPTION OR RESTRICTED SHARE GRANTS TO EMPLOYEE, THE TERMS AND CONDITIONS OF THIS
EMPLOYMENT AGREEMENT SHALL CONTROL AND SUCH OTHER AGREEMENTS OR DOCUMENTS SHALL
NOT IMPOSE ANY GREATER LIMITATIONS UPON OR CONDITIONS UPON THE VESTING, RECEIPT
OR SALE OF SUCH EQUITY INTERESTS THAN ARE CONTAINED IN THIS EMPLOYMENT
AGREEMENT.

                                  Page 9 of 19


<PAGE>


                  19.      ENTIRE AGREEMENT

                           This instrument  contains the entire agreement of the
parties relating to the subject matter hereof,  and it supersedes any prior
or  contemporaneous  oral or  written  understandings  of any  kind  or  nature.
Employee  represents that he is not relying on any agreement,  representation or
warranty pertaining to the subject matter hereof that is not expressly set forth
herein.  The waiver or breach of any term or condition of this  Agreement  shall
not be deemed to constitute a waiver of any subsequent breach of the same or any
other term or condition.

                           EXECUTED on the date(s) indicated below.


WITNESS/ATTEST:                             IDX SYSTEMS CORPORATION


/S/ BONNIE STEWART                          By: /S/ JAMES H. CROOK, JR.
---------------------------                     -----------------------
(SEAL)

                                            Date:    June 8, 2001



/S/ E. LISA KRASSNER                       /S/ LARRY KRASSNER
---------------------------                -----------------------
                                           [Employee's signature]

                                           Larry Krassner
                                           -----------------------
                                           [Print employee's name]


                                           Date:    June 11, 2001



EMPLOYEE'S JOB TITLE: President, Integrated Solutions Division

                                 Page 10 of 19

<PAGE>


                                   SCHEDULE A

                            ANNUAL CASH BONUS AWARDS


The Employee shall be entitled to receive, for each year of employment, the
Annual Eligible Bonus distributions specified below if the related performance
objective is met. The "Annual Eligible Bonus" payable in respect of any calendar
year just completed shall be 40% of Employee's base salary for such year. The
maximum earnable bonus payable in respect of any calendar year just completed
shall be 75% of Employee's base salary for such year.

1.    A percentage of the Annual Eligible Bonus for each quarter in which ISD
      achieves 90% to 100% of its revenue objectives, in accordance with the
      table below.
<TABLE>
<CAPTION>


                  % of Target           % of Annual Eligible Bonus*
                  -----------           ---------------------------
                       <S>                           <C>

                       90                            2.50
                       91                            2.65
                       92                            2.80
                       93                            2.95
                       94                            3.10
                       95                            3.25
                       96                            3.40
                       97                            3.50
                       98                            3.60
                       99                            3.70
                       100                           3.75
</TABLE>

        ISD's annual revenue objectives are as set forth below:

                  2001:    $105,000,000
                  2002:    $130,000,000
                  2003:    $166,000,000
                  2004 and beyond: not more than 30% increase over prior year's
                                   actual results

2.   2% of the Annual Eligible Bonus for each quarter in which ISD's accounts
     receivable achieve targeted days sales outstanding ("DSO"). Year-to-year
     DSO improvement shall be reasonably established by the President of the
     Company.

3.   A percentage of the Annual Eligible Bonus dependent upon ISD's annual
     operating profit as a percentage of target, as follows:

<TABLE>
<CAPTION>

                  % of Target           % of Annual Eligible Bonus
                  -----------           --------------------------
                       <S>                           <C>

                       90                            30.0
                       91                            31.5
                       92                            33.0
                       93                            34.5
                       94                            36.0
                       95                            37.5
                       96                            39.0
                       97                            40.5
                       98                            42.0
                       99                            43.0
                       100                           44.0
</TABLE>

                                 Page 11 of 19
<PAGE>

4.   33% of the Annual Eligible Bonus from the IDX Corporate EXCELS Program
     (see attachment to this Schedule A)

5.   An additional annual bonus will be earned by Employee for annual profit
     achieved by ISD in excess of the objectives shown below, and payable as
     follows:

     (a) If ISD's operating profit exceeds (or its operating loss is less than)
     the annual objective by up to $1,000,000: 2% of such excess; or

     (b) If ISD's operating profit exceeds (or its operating loss is less than)
     the annual objective by between $1,000,001 and $2,000,000: the amount
     payable pursuant to (a) plus 4% of the excess above $1,000,001; or

     (c) If ISD's operating profit exceeds (or its operating loss is less than)
     the annual objective by $2,000,001 or more: the amounts payable pursuant to
     (a) and (b) plus 6% of the excess above $2,000,001.

         ISD's annual operating profit objectives are as set forth below:

                  2001:    ($2,000,000) loss
                  2002:    $8,000,000 profit
                  2003:    $16,000,000 profit
                  2004 and beyond: not more than 30% increase over prior year's
                                   actual results


                                 Page 12 of 19

<PAGE>


                                   SCHEDULE B

                               STOCK OPTION AWARDS


1.   On June 18, 2001, options to purchase 147,000 shares of the Company's
     common stock.

2.   On or about the first business day of January 2002, options to purchase
     30,000 shares of the Company's common stock.

3.   Beginning in February 2002* and each February thereafter, options to
     purchase a number of shares of the Company's common stock amount dependent
     upon ISD's annual operating profit in the previous year as a percentage of
     target in accordance with the table below:
<TABLE>
<CAPTION>


                   % of Target                    # Options
                   -----------                    ---------
                       <S>                          <C>

                       90                           20,000
                       100                          25,000
                       110                          30,000
                       120                          35,000
                       125                          40,000
</TABLE>

* The February 2002 grant will be pro-rated to reflect the portion of 2001
during which the Employee is employed by the Company.

In each case, the options shall have a per share exercise price equal to the
fair market value on the date of grant, as determined in accordance with the
Plan. All options shall vest pro-rata on the first, second, third and fourth
anniversaries of the date of grant. All shares acquired upon exercise of options
shall have been registered with the Securities and Exchange Commission on Form
S-8 (or any successor form) and shall be freely tradeable by the Employee,
subject only to the Company's insider trading policy and any limitations imposed
under the rules and regulations of the SEC.


                                 Page 13 of 19

<PAGE>


                                   SCHEDULE C

                        NON-EXCLUSIVE LIST OF COMPETITORS


                  The following, though not all-inclusive, is a listing of
companies that are examples of competitors of IDX Systems Corporation:

                  ADVANTA
                  AIH
                  Ameritech Information Systems
                  CSC Health Care
                  Cerner Corporation
                  Compucare (including affiliate HSII)
                  Compuware
                  Cycare Systems, Inc.
                  Discorp
                  Eclipsys Corporation
                  Epic Systems Corporation
                  Hayes Management Consulting, Inc.
                  Health Data Sciences Corporation
                  McKesson HBOC, Inc. (including affiliates, such as Clinicom,
                        Advanced Laboratory, First Data)
                  Medic Computer Systems
                  MedicaLogic
                  Medical Manager
                  Meditech
                  RIMS
                  SDK
                  Siemens Medical Solutions Health Services Corporation
                      (formerly Shared Medical Systems Corporation)
                  3 Net Systems, Inc.
                  3M Health Information Systems
                  WebMD Corporation

                                 Page 14 of 19

<PAGE>


                                    EXHIBIT I


                                 JOB DESCRIPTION


President
Integrated Solutions Division (ISD)

The ISD unit of IDX is a major supplier of sophisticated, clinically-driven
integrated information systems to large and midsize hospitals and Integrated
Delivery Networks. ISD generates $100 million in annual revenue and employs
approximately 500 people. This position is responsible for all operational
aspects of this critical IDX business unit including systems design, program
development, quality assurance, testing, sales, implementation, and customer
support. ISD has several hundred hospitals as customers, all of which are large
integrated delivery networks. One of these is in Canada, and another is in the
United Kingdom. IDX is in the process of establishing a presence for ISD in the
United Kingdom to take advantage of the evolving opportunity within their
National Health System.

This individual reports directly to the President of IDX and, as such, is a
member of the corporate-wide operations committee. In this role, the executive
will need to work cooperatively with heads of other IDX units in order to
provide the best overall solution to the customer base. The successful candidate
should possess the ability to think creatively when working with the President
and CEO in formulating company-wide as well as business unit strategy. An
intimate knowledge of the operations of large healthcare organizations is
essential, as is the ability to relate (sell) to CEOs of such organizations.
Overall, the responsibilities of this position include insuring the success of
our customers, providing the environment for employee opportunity, and achieving
revenue and profitability objectives. Most importantly, the successful candidate
should possess a charismatic leadership style with instinctive motivational
skills.



                                 Page 15 of 19

<PAGE>


                                   EXHIBIT II


                           RESTRICTED STOCK AGREEMENT
    (each issuance to be made pursuant to a separate agreement in this form)

         IDX Systems Corporation, a Vermont corporation (the "Company") hereby
issues Lawrence A. Krassner (the "Employee"), shares of Restricted Stock on the
terms and conditions set forth herein. The date of this Agreement is July 3,
2001 (the "Issue Date"). Subject to the provisions of the attached Appendix, the
principal features of this grant are as follows:

         Total Number of Shares of Restricted Stock:

         75,000 shares of Restricted Stock within 10 business days of
         commencement of Employment under the Employment, Noncompetition and
         Nondisclosure Agreement

         In February 2003, the Company will issue either
         (a) 15,000 shares of Restricted Stock, if ISD achieves at least $117
         million in revenue and $7.2 million in operating profit for calendar
         2002, or (b) 20,000 shares of restricted stock, if ISD achieves at
         least $130 million in revenue and $8 million in operating profit for
         such year

         In February 2004, the Company will issue either (a) 15,000
         shares of Restricted Stock, if ISD achieves at least $149.4 million in
         revenue and $14.4 million in operating profit for calendar 2003, or (b)
         20,000 shares of restricted stock, if ISD achieves at least $166
         million in revenue and $16 million in operating profit for such year

         Scheduled Vesting Date: 4th anniversary of issuance date in each case

         Purchase Price for Shares of Restricted Stock:

         $.01 per share

         Your signature below indicates your agreement and understanding that
this issuance is subject to all of the terms and conditions contained in
Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

IDX SYSTEMS CORPORATION                        EMPLOYEE

By: /S/ ROBERT W. BAKER, JR.                   /S/ LARRY KRASSNER
Title: V.P.
Date: July 11, 2001                            Date: July 5, 2001


                                 Page 16 of 19

<PAGE>


                                   APPENDIX A
                    TERMS AND CONDITIONS OF RESTRICTED STOCK

1. GRANT. The Company hereby issues to the Employee, as a separate incentive in
connection with his employment and not in lieu of any salary or other
compensation for his services, an award of [INSERT APPROPRIATE NUMBER FROM
PREVIOUS PAGE] shares of Restricted Stock on the date hereof, subject to all of
the terms and conditions in this Agreement. The shares of stock deliverable to
the Employee upon satisfaction of the conditions contained herein may be either
previously authorized but unissued shares or issued shares which have been
reacquired by the Company.

2. SHARES HELD IN ESCROW. Unless and until the shares of Restricted Stock shall
have vested in the manner set forth in paragraphs 3, 4 or 5, such shares shall
be issued in the name of the Employee and held by the Secretary of the Company
as escrow agent (the "Escrow Agent"), and shall not be sold, transferred or
otherwise disposed of, and shall not be pledged or otherwise hypothecated. The
Company shall instruct the transfer agent for its Common Stock to place the
following legend on the certificates representing the Restricted Stock: "THE
SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND
UNTIL SUCH RESTRICTIONS HAVE TERMINATED" or otherwise note in its records the
restrictions on transfer set forth in this Agreement. The certificate or
certificates representing such shares shall not be delivered by the Escrow Agent
to the Employee unless and until the shares have vested and all other terms and
conditions in this Agreement have been satisfied.

3. VESTING SCHEDULE. All restrictions on shares of Restricted Stock awarded by
this Agreement shall lapse, as to 100% of such shares, and all restrictive
legends on the certificates representing such shares shall be removed, upon the
first to occur of the following: (a) the fourth anniversary of the date of the
Award, or (b) the event of termination of the Employee's employment without
Cause (as defined in the Employment, Noncompetition and Nondisclosure Agreement
(the "Employment Agreement"). Upon the first to occur of such events, all
restrictions on Restricted Shares issued prior to the date of termination shall
lapse, all restrictive legends on the certificates representing such shares
shall be removed as of the date of such termination, and such shares shall be
thereafter be freely tradeable by the Employee, subject only to the Company's
insider trading policy and any limitations imposed under the rules and
regulations of the SEC.

                  Restrictions on Shares of Restricted Stock shall not lapse in
accordance with any of the provisions of this Agreement unless the Employee
shall have been continuously employed by the Company or by one of its Affiliates
from the Grant Date until the date such vesting is deemed to have occurred. In
the case of termination of employment other than for Cause, such vesting shall
be deemed to occur immediately prior to the termination of Employee's employment
other than for Cause.

4. FORFEITURE. Notwithstanding any contrary provision of this Agreement, the
balance of the shares of Restricted Stock which have not vested (for which
restrictions have not laspsed) at the time of the Employee's Termination of
Employment shall thereupon be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company. The Employee hereby
appoints the Escrow Agent with full power of substitution, as the Employee's
true and lawful attorney-in-fact with irrevocable power and authority in the
name and on behalf of the Employee to take any action and execute all documents
and instruments, including, without limitation, stock powers which may be
necessary to transfer the certificate or certificates evidencing such unvested
shares to the Company upon such Termination of Employment.

5. WITHHOLDING OF TAXES. Notwithstanding any contrary provision of this
Agreement, no certificate representing Restricted Stock may be released from the
escrow established pursuant to paragraph 2 unless and until the Employee shall
have delivered to the Company or its designated Affiliate the full amount of any
federal, state or local income or other taxes which the Company or such
Affiliate may be required by law to withhold with respect to such shares. The
Employee may elect to satisfy any

                                 Page 17 of 19
<PAGE>


such income tax  withholding  requirement  by having the  Company  withhold
shares of Common Stock otherwise deliverable to the Employee or by delivering to
the  Company  already-owned  shares of Common  Stock,  subject  to the  absolute
discretion of the Committee to disallow  satisfaction of such withholding by the
delivery or withholding of stock.

6. TAX MATTERS. The Company believes that the grant of the restricted stock will
qualify as a transfer of property subject to a substantial risk of forfeiture as
defined in Section 83 of the Internal Revenue Code of 1986 (the "Code"). The
Employee should consult a qualified tax advisor regarding an election under
Section 83(b) of the Code to include the value of the restricted stock in income
as of the date of grant (the "Section 83(b) Election"). A Section 83(b) Election
must be made within 30 days of the date of grant, and the Company will provide
the Employee with a form of election at his request. If the Employee makes the
Section 83(b) Election he must notify the Company within 30 days of the date of
grant, and the Company will make all necessary withholdings for federal, state
and local taxes in accordance with Section 5. The Employee acknowledges that
unless he makes a timely Section 83(b) Election, he will recognize ordinary
income at the time the restrictions lapse pursuant to Section 3 above in an
amount equal to [INSERT APPROPRIATE NUMBER] multiplied by the fair market value
of IDX Common Stock on the date such restrictions lapse.

7. RIGHTS AS STOCKHOLDER. Neither the Employee nor any person claiming under or
through the Employee shall have any of the rights or privileges of a stockholder
of the Company in respect of any shares deliverable hereunder unless and until
certificates representing such shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Employee or the Escrow Agent. Except as provided in paragraph 11, after such
issuance, recordation and delivery, the Employee shall have all the rights of a
stockholder of the Company with respect to voting such shares and receipt of
dividends and distributions on such shares.

8. CHANGES IN STOCK. In the event that as a result of a stock dividend, stock
split, reclassification, recapitalization, combination of shares or the
adjustment in capital stock of the Company or otherwise, or as a result of a
merger, consolidation, spin-off or other reorganization, the Company's Common
Stock shall be increased, reduced or otherwise changed, and by virtue of any
such change the Employee shall in his or her capacity as owner of unvested
shares of Restricted Stock which have been awarded to him or her (the "Prior
Shares") be entitled to new or additional or different shares of stock or
securities (other than rights or warrants to purchase securities) pro rata to
provide value equal to that existing immediately prior to the time of such
change; such new or additional or different shares or securities shall thereupon
be considered to be unvested Restricted Stock and shall be subject to all of the
conditions and restrictions which were applicable to the Prior Shares pursuant
to this Agreement. If the Employee receives rights or warrants with respect to
any Prior Shares, such rights or warrants may be held or exercised by the
Employee, provided that until such exercise any such rights or warrants and
after such exercise any shares or other securities acquired by the exercise of
such rights or warrants shall be considered to be unvested Restricted Stock and
shall be subject to all of the conditions and restrictions which were applicable
to the Prior Shares pursuant to this Agreement. The Committee in its absolute
discretion at any time may accelerate the vesting of all or any portion of such
new or additional shares of stock or securities, rights or warrants to purchase
securities or shares or other securities acquired by the exercise of such rights
or warrants.

9. ADDRESS FOR NOTICES. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to the Company, in care of its Secretary, at
its principal executive offices, or at such other address as the Company may
hereafter designate in writing.

10. GRANT NOT TRANSFERABLE. This grant and the rights and privileges conferred
hereby shall not be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to sale
under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or of any right
or privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately shall become null and void.

                                 Page 18 of 19
<PAGE>

11. BINDING AGREEMENT. Subject to the limitation on the transferability of this
grant contained herein, this Agreement shall be binding upon and inure to the
benefit of the heirs, legatees, legal representatives, successors and assigns of
the parties hereto.

12. CONDITIONS FOR ISSUANCE OF CERTIFICATES FOR STOCK. The Company shall not be
required to issue any certificate or certificates for shares of stock hereunder
prior to fulfillment of all the following conditions, any of which may be waived
by the Company in its sole discretion:

(a)      the admission of such shares to listing on all stock exchanges on which
         such class of stock is then listed;

(b)      the completion of any registration or other qualification of
         such shares under any State or Federal law or under the
         rulings or regulations of the Securities and Exchange
         Commission or any other governmental regulatory body, which
         the Committee shall, in its absolute discretion, deem
         necessary or advisable, and such shares are freely tradeable
         by the Employee, subject only to the Company's insider trading
         policy and any limitations imposed under the rules and
         regulations of the SEC;

(c)      the obtaining of any approval or other clearance from any
         State or Federal governmental agency, which the Committee
         shall, in its absolute discretion, determine to be necessary
         or advisable; and

(d)      the lapse of such reasonable period of time following the date
         of grant of the Restricted Stock as the Committee may
         establish from time to time for reasons of administrative
         convenience.

Nothing contained in this section shall by implication or otherwise be deemed to
relieve the Company from or limit the Company's obligation that all such shares
shall be freely tradeable by the Employee upon the lapse of all restrictions
(when vested), subject only to the Company's insider trading policy and any
limitations imposed under the rules and regulations of the SEC and applicable
law.

If the restrictions on the shares of shares of stock to be issued pursuant to
paragraph 2.4 shall lapse as to an award of Restricted Stock within twelve (12)
months of the date of issuance thereof, the Company shall register such shares
on Form S-8, if then available, or shall lend to Employee, on an interest free
basis, an amount equal to the federal and state income taxes assessable to
Employee as a result of such lapse, and such loan shall be evidenced by a
written promissory note due and payable in full upon the earlier of (i) twelve
(12) months from the date of issuance, or (ii) the date the Employee sells the
shares. Such loan shall be secured by a pledge of one half of such shares, which
shall be released and delivered to Employee simultaneously with payment of such
note.

13. COMMITTEE AUTHORITY. The Compensation Committee of the Board of Directors or
a duly appointed subcommittee of such committee (in either case, the
"Committee") of the Company shall have the power to interpret this Agreement.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon the Employee, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to this Agreement. In its absolute discretion, the Board of
Directors may at any time and from time to time exercise any and all rights and
duties of the Committee under this Agreement.

14. CAPTIONS. Captions provided herein are for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

15. AGREEMENT SEVERABLE. In the event that any provision in this Agreement shall
be held invalid or unenforceable, such provision shall be severable from, and
such invalidity or unenforceability shall not be construed to have any effect
on, the remaining provisions of this Agreement.

                                 Page 19 of 19