AMENDMENT #1 TO THE EMPLOYMENT AGREEMENT
                   BETWEEN INFORMEDIX AND BRUCE A. KEHR, M.D.

         This Amendment # 1 to the Employment  Agreement Between  InforMedix and
Bruce A. Kehr,  M.D. (the  "Amendment  #1") dated as of the 5th day of February,
2001 and  effective  on  January  1, 2001  (the  "Effective  Date")  is  between
InforMedix,  Inc., a Delaware corporation ("Employer" or the "Corporation") with
offices at 5880 Hubbard Dr.,  Rockville,  MD 20852-4821 and Bruce A. Kehr,  M.D.
residing at 9429 Holbrook Lane, Potomac, Maryland, 20854 ("Employee").

WITNESSETH:

          WHEREAS, Employer has previously employed the Employee as its Chairman
 of the Board of Directors  ("Chairman")  and Chief  Executive  Officer  ("CEO")
 under and pursuant to an Employment Agreement with Employee dated as of January
 1, 2000 (the "Employment Agreement"); and,

          WHEREAS,  both  the  Employer  and  the  Employee  wish to  amend  the
Employment Agreement and have the Employee continue employment with the Employer
upon the terms and conditions set forth in this Amendment # 1.

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
obligations  hereinafter  set forth,  and the  consideration,  the  receipt  and
sufficiency  of 'which is hereby  acknowledged,  Employer and Employee  agree as
follows.

1.       Effect of this Amendment #1.

         A.       All of the terms and conditions set forth in this Amendment #1
                  shall:

                  (1)      be  effective  as of the  Effective  Date,  unless  a
                           different  date is  specifically  referred to in this
                           Amendment #1; and

         (2)      supersede  and  replace  those   sections  of  the  Employment
                  Agreement, which they specifically change.

         B.       All other terms and  conditions  not  specifically  changed by
                  this  Amendment  # 1 shall  remain in full force and effect in
                  accordance  with the terms and  conditions  of the  Employment
                  Agreement.

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2.       Compensation; Reimbursement.

         Section  4  of  the  Employment   Agreement,   entitled   Compensation;
         Reimbursement.,  is replaced in its  entirety by this Section 2 of this
         Amendment #1, entitled Compensation; Reimbursement.

         A.       Commencing on the Effective  Date,  Employer (or at Employer's
                  option,  any subsidiary or affiliate thereof) shall pay to the
                  Employee an annual salary of $200,000.00 (two hundred thousand
                  dollars),  with a minimum of $40,000 (forty thousand  dollars)
                  to be paid in cash (the "Salary").  The Salary will be paid in
                  biweekly installments.

         B.       If it is determined by the Executive Committee of the Board of
                  Directors of Employer (the "Executive  Committee")  that there
                  are  insufficient  funds to pay any  portion  of the Salary in
                  cash,  then the portion of the Salary not paid in cash,  up to
                  the full  amount  of the  Salary,  will be paid in the form of
                  non-qualified  stock  options  of  Employer,   as  defined  in
                  Employer's  Omnibus  Stock Plan  (<<Plan"),  with an  exercise
                  price per share of $1.00 (one dollar),  which vest immediately
                  when granted,  and become  exercisable one year after the date
                  of each grant (the "Salary Options").

                  (1)      The number of shares  subject  to the Salary  Options
                           (the "Salary Option  Share(s)") will be determined by
                           dividing  the  amount of the Salary not to be paid in
                           cash,  by the per share  price of  InforMedix  Common
                           Stock on the date of grant of the Salary  Options (on
                           the Effective Date of this Amendment # 1 it is $10.00
                           [ten dollars] per share), less the $1.00 (one dollar)
                           exercise price, or $9.00 (nine dollars).

                  (2)      For example,  were  $160,000.00  (one  hundred  sixty
                           thousand  dollars)  of Salary not to be paid in cash,
                           then,   Salary   Options   to   purchase   17,777.777
                           (seventeen  thousand,   seven  hundred  seventy-seven
                           point seven seven seven)  Salary  Option Shares would
                           be granted.

                  (3)      If Employer  sells,  or otherwise cause to be issued,
                           any  shares  of  InforMedix  Common  Stock,  or other
                           instruments convertible into InforMedix Common Stock,
                           for less than  $10.00  (Ten  Dollars)  per share (the
                           "Revised Price Per Share"), then Employer shall issue
                           to Purchaser, additional Salary Option Shares so that
                           the  Salary  Option  Shares  equal the  amount of the
                           Salary not to be paid in cash, divided by the Revised
                           Price Per Share.

<PAGE>

         C.       Employer,  at the  election  of the  Board of  Directors,  may
                  exercise a call on some or all of the issued,  but unexercised
                  Salary Options held by Employee as of the date of such call (a
                  "Call"),  and  purchase  those Salary  Options  from  Employee
                  within 60  (sixty)  days of a Call,  at a  purchase  price per
                  Salary Option Share equal to the  then-effective  market price
                  per share of  InforMedix  Common  Stock,  but in no event less
                  than $10.00 (Ten Dollars) per share,  less the $1.00  exercise
                  price,  and  subject  to the  terms and  conditions  set forth
                  below.

                  (1)      At any time  during a  calendar  year,  Employer  may
                           exercise  a  Call  to  purchase  some  or  all of the
                           unexercised  Salary Options earned by Employee at any
                           time in that  calendar  year, up to and including the
                           date of the exercise of a Call.

                  (2)      Up to and including March 31st of any year,  Employer
                           may  exercise a Call to  purchase  some or all of the
                           unexercised  Salary Options earned by Employee at any
                           time in the preceding calendar year.

                  (3)      Nothing  in  this   Subsection   of  the   Employment
                           Agreement  shall  authorize  or  permit  Employer  to
                           purchase  InforMedix  Common  Stock owned by Employee
                           which had  previously  been subject to Salary Options
                           of Employee,  and which had previously been exercised
                           by Employee and converted to InforMedix Common Stock.

3.       Performance-Based Stock Options and Vesting.

         Section 6 of the Employment Agreement, entitled Performance-Based Stock
         Options and Vesting.,  is replaced in its entirety by this Section 3 of
         this  Amendment  #1,  entitled   Performance-Based  Stock  Options  and
         Vesting.

         A.       Employer hereby issues to the Employee upon the Effective Date
                  of this  Amendment #1, 35,001  (thirty-five  thousand and one)
                  performance-based  stock options to purchase InforMedix Common
                  Stock, in the form of  non-qualified,  incentive stock options
                  of Employer, as defined in the Plan, with an exercise price of
                  $10.00  (ten  dollars)  per  share,  which  shall  vest and be
                  exercisable according to the schedule below,  exercisable upon
                  the vesting date of each grant,  and otherwise  subject to the
                  terms and  conditions  of this Section 3. of Amendment #1 (the
                  "'PB Options").

         B.       The PB Options to purchase  InforMedix  Common Stock will vest
                  based upon the attainment of  pre-determined  and pre-assigned
                  performance targets, as determined by the Board of Directors.

<PAGE>

         C.       The PB Options will be for a three-year period, with one-third
                  of the  shares  subject  to the PB  Options  (the  "PB  Option
                  Share(s)"),  vesting in each of the three  years of each grant
                  (a "Grant").

         D.       The number of PB Option  Shares  subject to the PB Options for
                  each Grant, will be 11,667, which will be eligible for vesting
                  in each of the three (3) years of each Grant.

         E.       After the date that the  Employee  ceases to be an employee or
                  director of Employer,  no PB Options or PB Option Shares shall
                  vest,  except as  specifically  provided in Section 5. of this
                  Amendment # 1.

4.       Acceleration of Vesting of Salary Options and PB Options.

         Subsection 7.E. of the Employment Agreement is hereby superseded by the
         following, which shall replace that Subsection in its entirety.

         A.       The Salary  Options and the PB Options  shall  accelerate  and
                  become one hundred percent vested and immediately exercisable,
                  upon  the  occurrence  of  any  of  the  following  conditions
                  (collectively   referred  to  as  the   "Accelerated   Vesting
                  Conditions"):

         (1)      upon the dissolution or liquidation of the Company; or

         (2)      upon a reorganization, merger, or consolidation of the Company
                  as a result of which the  outstanding  securities of the class
                  of securities  then subject to the Options are changed into or
                  exchanged  for  cash  or  property  or  securities  not of the
                  Company's issue; or

         (3)      any combination thereof;

         (4)      upon a sale  of  substantially  all  of  the  property  of the
                  Company to, or the  acquisition of a majority of the shares of
                  InforMedix   Common  Stock  then   outstanding   by,   another
                  Corporation or person; or

         (5)      a Termination without Cause of the Employee.

<PAGE>

5.       Adjustment of Agreement and Amendment #1 Options.

         A new Section 7 A is added to the Employment Agreement as follows.

         7A.      Adjustment of Agreement and Amendment #1 Options.

         A.       In the event that  InforMedix  issues shares of its InforMedix
                  Common Stock or rights, options or warrants for, or securities
                  convertible or exchangeable  into InforMedix  Common Stock, to
                  any  person  or  entity  other  than  Employee   (collectively
                  referred to as a "Third Party"), entitling such Third Party to
                  subscribe for or purchase shares of InforMedix Common Stock at
                  a price per share  that is lower at the  record  date than the
                  exercise  price of the Base Salary  Options and Option  Shares
                  issued  under the  Employment  Agreement,  and Salary  Options
                  and/or  the  PB  Options   issued  under  this   Amendment  #1
                  (collectively  referred to as the  "Agreement and Amendment #1
                  Options"  and such event  referred to as a "Dilutive  Event"),
                  the exercise  price of the Agreement and Amendment # I Options
                  shall be reduced to the  exercise  price or share price of the
                  Dilutive Event.

                  (1)      The new number of shares of  InforMedix  Common Stock
                           purchasable  upon the exercise of the  Agreement  and
                           Amendment   #1  Options   shall  be   determined   by
                           multiplying  the old number of shares  purchasable by
                           the Agreement  and Amendment # 1 Options,  by the old
                           exercise  price of the  Agreement  and  Amendment # 1
                           Options,  divided  by the new  exercise  price of the
                           Agreement and Amendment # 1 Options.

                  (2)      A Dilutive  Event will not be deemed to have occurred
                           for the sale or  issuance  of  shares  of  InforMedix
                           Common  Stock  (including  options) to  employees  of
                           InforMedix,  that are  approved by the Board,  or the
                           exercise   of   currently   authorized   options  and
                           warrants.

         B.       The number of  Agreement  and  Amendment  #1  Options  will be
                  adjusted  in the same  manner as other  shares  of  InforMedix
                  Common  Stock issued and  outstanding  - as of the date of the
                  Employment  Agreement  for the Base Salary  Options and Option
                  Shares issued under the  Employment  Agreement,  and as of the
                  Effective Date of this Amendment #1 for the Salary Options and
                  the PB Options  issued under this Amendment # 1 - in the event
                  of, but not limited to, any of the following,  which occur and
                  which affect the InforMedix Common Stock: stock split; reverse
                  stock split; recapitalization; and/or other adjustment.

<PAGE>

         C.       For as long as the stock of InforMedix has not been registered
                  under the United States Federal  securities  laws and/or state
                  securities laws, the Agreement and Amendment #1 Options cannot
                  be transferred or sold to another  individual,  corporation or
                  entity unless permitted under the InforMedix  Investors Rights
                  Agreement, or agreed upon by a majority of the Board, and then
                  only in compliance with applicable laws and regulations.

         D.       After the stock of InforMedix  has been  registered  under the
                  United States Federal  securities laws and/or state securities
                  laws,  the  shares  issued  as a  result  of  exercise  of the
                  Agreement and Amendment #1 Options may be transferred or sold,
                  but only in compliance  with:  the security laws of the United
                  States of America; the security laws of applicable states; all
                  other applicable laws and regulations;  any other restrictions
                  placed on the transferability of the Agreement and Amendment #
                  1  Options  and  agreed  to  by  the  Board  of  Directors  of
                  InforMedix,   including  but  not  limited  to  those  by  the
                  underwriter  or other  investment  banker with  respect to the
                  public  offer,   sale,   and/or   transfer  of  the  stock  of
                  InforMedix, especially those shares of stock held by officers,
                  directors,   and  insiders  of   InforMedix;   and  any  other
                  restrictions  placed on the transferability of stock agreed to
                  by the directors of  InforMedix.  Employee  further  agrees to
                  have a legend placed on the certificates for the Agreement and
                  Amendment #1 Options  reflecting any of the provisions of this
                  Amendment #1 and the Agreement.

6.       Termination of Employment.

         Subsections  8.C.  and  8.D.of  the  Employment  Agreement  are  hereby
         superseded by the following,  which shall replace those  Subsections in
         their entirety.

         C.       Upon a  Constructive  Termination  and/or Death or  Disability
                  Termination, as defined in the. Employment Agreement, Employee
                  shall be entitled  to the  vesting of the PB Options  only for
                  the year of such  termination,  under the terms and conditions
                  as set forth in this Section 3 of this  Amendment #1.  Nothing
                  in this Subsection  shall limit or restrict the vesting of the
                  Salary Options and/or Salary Shares for Employee.

         D.       Termination With Cause.

                  Upon the  termination of the Employee's  employment  under the
                  Employment  Agreement  pursuant to a  Termination  With Cause,
                  neither the Employee nor the Employee's  beneficiary or estate
                  shall have any further rights or claims against Employer under
                  this Amendment #1, except

                  (1)      to receive the following:

                           (a)      the unpaid  portion  of the Base  Salary and
                                    any Salary  Options  computed  on a pro rata
                                    basis to the date of termination; and

                           (b)      reimbursement for any expenses for which the
                                    Employee  shall  not have  theretofore  been
                                    reimbursed; and


<PAGE>

                           (c)      payment of all unused  vacation time accrued
                                    through the date of termination; and

                  (2)      less the following:

                           (a)      all amounts owing to Employer; and

                           (b)      the    total    value   of   any    possible
                                    misappropriations ITom Employer.


                  (3)      In addition, on the date of a Termination With Cause:

                           (a)      all  unvested PB Options  shall  immediately
                                    terminate; and

                           (b)      all  unvested  warrants  and other  unvested
                                    rights  granted to the  Employee to purchase
                                    or  otherwise  receive  stock  of  Employer,
                                    shall immediately terminate; and

                           (c)      all vested but  unexercised  Salary  Options
                                    and  PB  Options  shall  become  immediately
                                    exercisable,  and  Employee  shall  have the
                                    right to exercise all, or a portion of, such
                                    vested but unexercised Salary Options and PB
                                    Options,  subject to the following terms and
                                    conditions:

                                    [1]      the Employee shall have twenty (20)
                                             days from the date of a Termination
                                             With Cause to give  written  notice
                                             to  Employer   of  the   Employee's
                                             intention  to  exercise  all,  or a
                                             portion   of,   such   vested   but
                                             unexercised  Salary  Options and PB
                                             Options; and

                                    [2]      within  forty  (40)  days  from the
                                             date of a  Termination  With Cause,
                                             Employee must:

                                    [a]      exercise all, or a portion of, such
                                             vested   but   unexercised   Salary
                                             Options and PB Options; and

                                    [b]      make  payment  in full to  Employer
                                             in.  cash,  cash  equivalents,   or
                                             other  immediately  available funds
                                             for  the  exercise  of  the  Salary
                                             Options and PB Options; and

<PAGE>

                                    [c]      otherwise   complete   the   entire
                                             settlement process for the exercise
                                             of  all,  or  a  portion  of,  such
                                             vested   but   unexercised   Salary
                                             Options and PB Options.

                                    [3]      Any    portion    of   vested   but
                                             unexercised  Salary  Options and PB
                                             Options,  which  are not  exercised
                                             under and pursuant to the terms and
                                             conditions   of   this   Subsection
                                             B.(3)(c)     shall      immediately
                                             terminate.

7.       General Provisions.

         A.       This  Amendment #1 contains the entire  understanding  between
                  the  parties  and   supersedes   any  prior  written  or  oral
                  agreements,  understandings,  term  sheets.  or other  between
                  them,  with respect to the matters  covered by this  Amendment
                  #1.

         B.       This  Amendment  # 1 and any or all  terms  hereof  may not be
                  changed, waived,  discharge~ or terminated orally, but only by
                  way of an  instrument  in writing  signed by both Employer and
                  Employee.

         C.       Employee  acknowledges  that this Amendment #1 was made by the
                  parties in  Maryland  and shall be  governed  and  enforced in
                  accordance with the laws of Maryland, without reference to the
                  conflicts  of laws  of the  State  of  Maryland  or any  other
                  jurisdiction. Employee acknowledges that the state and federal
                  courts  of  Maryland  shall  be the  exclusive  for a for  the
                  resolution of any disputes  concerning  this  Amendment # 1 or
                  concerning  Employee's employment with the Company and that he
                  agrees to submit to the jurisdiction of those courts.

         D.       Employee acknowledges that, if Employee breaches any provision
                  of this Amendment #1, the Company will be irreparably  harmed,
                  that   monetary   damages  alone  may  not  be  sufficient  to
                  adequately  protect the Company ftom such breach, and that, in
                  addition to any other remedy, the Company shall be entitled to
                  recover all expenses  incurred in enforcing these  provisions,
                  including   attorneys'   fees  and  court  costs,   and  to  a
                  preliminary and permanent injunction enjoining such breach.

<PAGE>

         E.       If any  portion  of this  Amendment  # 1 shall  be found to be
                  invalid or contrary to public policy, the same may be modified
                  or  stricken  by a Court  of  competent  jurisdiction,  to the
                  extent necessary to allow the Court to enforce such provisions
                  in a manner which is as consistent with the original intent of
                  the provisions as possible.  The striking or  modification  by
                  the  Court of any  provision  shall  not have  the  effect  of
                  invalidating the Amendment # 1 as a whole. In addition, if any
                  valid  federal  or  state  law or final  determination  of any
                  administrative  agency  or  court  of  competent  jurisdiction
                  affects any provision of this Amendment #1, then the provision
                  or provisions so affected  shaH  automatically  be modified to
                  conform  to  the  law  or  determination  and  otherwise  this
                  Amendment # 1 shall continue in full force and effect.

         F.       The section  headings  contained in this Amendment # 1 are for
                  reference  purposes  only and shall not  affect in any way the
                  meaning or interpretation of this Amendment # 1.

         G.       This  Amendment  #1 is personal in its nature and Employer and
                  Employee shall not,  without the consent of the other,  assign
                  or transfer  this  Amendment  #1 or any rights or  obligations
                  under this Employment Agreement;  provided,  however, that the
                  provisions  hereof  shall  inure  to the  benefit  of,  and be
                  binding  upon the  parties  and  their  respective  executors,
                  administrators,  personal representatives,  heirs, assigns and
                  successors  in  interest,  and  each  successor  of  Employer,
                  whether  by  merger,   consolidation,   transfer   of  all  or
                  substantially all assets, or otherwise and the heirs and legal
                  representatives of the Employee.

         H.       The  obligations  of  the  General  Provisions  Section  shall
                  survive the termination or expiration of this Amendment #1.

         I.       Both  parties  have read the  foregoing  Amendment  # 1 in its
                  entirety  and  voluntarily  agree  to  each of its  terms  and
                  conditions with full knowledge of such terms and conditions

         J.       Employer and Employee  acknowledge  and agree that any and all
                  grants of Salary Options and PB Options under this Amendment #
                  1 are  made  pursuant  to  the  authorization  and  terms  and
                  conditions of the Employer's Omnibus Stock Plan and Restricted
                  Stock  Agreement  which  shall  be  controlling  except  where
                  expressly modified in this Amendment #1.

<PAGE>

           IN WITNESS WHEREOF,  the parties have duly executed this Amendment #1
as of the date first above written.

 INFORMEDIX, INC. ("Corporation")

 By:
     ----------------------------------             ----------------------------
     Robert H. Benson, Ph.D., President             Date

 EMPLOYEE ("Employee")

By:
    -----------------------------------             ----------------------------
      Bruce A. Kehr, M.D.                           Date