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                                                                    Exhibit 10.1
                             ROSNER - INTERMAGNETICS

                    1998 EMPLOYMENT AND CONSULTING AGREEMENT

                   EMPLOYMENT AND CONSULTING AGREEMENT (the "Agreement") dated
as of April 20, 1998 between Intermagnetics General Corporation, a New York
corporation (the "Company"), and Carl H. Rosner ("Employee").

                   WHEREAS, Employee served as the President and Chief Executive
Officer of the Company under an Employment and Consulting Agreement dated
September 22, 1992 between the Company and Employee (the "1992 Agreement");

                   WHEREAS, the 1992 Agreement was subsequently superseded by a
new Employment and Consulting Agreement, dated December 15, 1994, between the
Company and the Employee (the "1994 Agreement") which, among other things,
extended the service term of the employment provisions of the 1992 Agreement for
an additional two years;

                   WHEREAS. the parties reached an understanding during the
summer of 1996 to extend the service term of the employment provisions of the
1994 Agreement for an additional year, which understanding, although not reduced
to writing, was nonetheless documented in the minutes of the Compensation
Committee and the minutes of the Board of Directors of the Company for July and
August of 1996, and which understanding has been fully performed by both parties
(the "1996 Understanding");

                   WHEREAS, the parties now wish to extend the service term of
the employment provisions of the 1996 Understanding and make certain other
changes in the employment and consulting relationship between the Company and
the Employee on such terms and conditions as will secure the benefit of
Employees services to the Company; and

                   WHEREAS, Employee and the Company desire that the 1992
Agreement, the 1994 Agreement and the 1996 Understanding all be superseded by
this Agreement.

                   NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:

1. Employment. The Company hereby employs or retains Employee, and Employee
hereby accepts such employment or consulting assignment and agrees to perform
his duties and responsibilities hereunder, in accordance with the terms and
conditions hereinafter set forth.

         1.1. Term.

         (a) Employment Term. Employee shall be employed as a full-time employee
         of the Company for the term (the "Employment Term") running two fiscal
         years beginning retroactive to June 1, 1997 and ending on May 31, 1999.

         (b) Consulting Term. For the five fiscal years immediately following
         the Employment Term (the "Consulting Term"), Employee shall serve as a
         consultant to the Company as set forth in Section 1.7 hereof.

         (c) Agreement Term. The term of this Agreement (the "Agreement Term")
         shall commence retroactively as of June 1, 1997 and shall continue for
         the Employment Term plus the Consulting Term, unless terminated prior
         thereto in accordance with Section 8 or 9 hereof.

         1.2. Duties and Responsibilities.
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         (a)      During the Employment Term, Employee shall serve as Chief
                  Executive Officer of the Company and shall perform all duties
                  and accept all responsibilities incidental to such position or
                  as may be assigned to him by the Company's board of directors,
                  and he shall cooperate fully with the board of directors and
                  other executive officers of the Company. During the Employment
                  Term, Employee shall also be available to perform similar
                  duties on behalf of subsidiaries or divisions of the Company.
                  During the Employment Term, employee shall at all times comply
                  with policies and procedures adopted by the Company for
                  employees of the Company and its subsidiaries, including
                  without limitation the procedures and policies adopted by the
                  Company regarding conflicts of interest.

         (b)      During the Consulting Term, Employee shall provide consulting
                  services to the Company, and as such be involved in the
                  Company's external activities, policies and interests,
                  including joint ventures, investments, acquisitions, etc.
                  During the Consulting Term, Employee shall provide such
                  consulting services to the Company as an independent
                  contractor and not as an employee of the Company. Employee
                  shall at all times during the Consulting Term act as an
                  independent contractor and during such period nothing
                  hereunder shall create or imply a relationship of
                  employer-employee between the Company and Employee. During the
                  Consulting Term, Employee shall also be available to perform
                  similar duties on behalf of subsidiaries or divisions of the
                  Company. During the Consulting Term, Employee shall at all
                  times comply with policies and procedures adopted by the
                  Company for consultants to the Company, including without
                  limitation the procedures and policies adopted by the Company
                  regarding conflicts of interest.

         (c)      Employee represents and covenants to the Company that he is
                  not subject, or a party, to any employment agreement,
                  non-competition covenant, non-disclosure agreement or any
                  similar agreement, covenant, understanding or restriction
                  which would prohibit Employee from executing this Agreement
                  and performing his duties and responsibilities hereunder
                  during both the Employment Term and the Consulting Term, or
                  which would in any manner, directly or indirectly, limit or
                  affect the duties and responsibilities which may now or in the
                  future be assigned to Employee by the Company or the scope of
                  assistance to which he may now or in the future provide to
                  subsidiaries or divisions of the Company, including without
                  limitation any duties and responsibilities relating to the
                  development, production and/or sale of (i) superconductive
                  wire and materials, (ii) permanent and superconductive magnet
                  systems, or RF coils, used in MRI diagnostic imaging systems,
                  (iii) NMR spectroscopy systems, (iv) devices for separation of
                  materials by magnetic means, (v) cryogenic equipment and
                  refrigeration systems, (vi) permanent magnet applications as
                  part of the U.S. strategic defense initiative program, or
                  (vii) CFC replacement products.

         1.3. Extent of Service.

         (a)      During the Employment Term, Employee agrees to use his best
                  efforts to carry out his duties and responsibilities under
                  Section 1.2(a} hereof and to devote his full time, attention
                  and energy thereto, provided, however, that Employee shall not
                  be required to transfer to a location other than the
                  metropolitan Albany, New York area without his prior consent.
                  Employee further agrees not to work either on a part time or
                  independent contracting basis for any other business or
                  enterprise during the Employment Term without the prior
                  consent of the board of directors of the Company.

         (b)      During the Consulting Term, Employee agrees to devote
                  approximately twenty (20) hours a week (inclusive of pro rata
                  vacation, holiday and sick leave) of his time, attention and
                  energy thereto; provided, however, that (i) Employee-shall
                  have complete discretion to select the specific dates required
                  for the performance of consulting activities hereunder, and
                  (ii) Employee shall not be required to perform such consulting
                  services outside the metropolitan Albany, New York area
                  without his prior consent.
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         (c)      Except as provided in Section 5 hereof, neither subsection (a)
                  nor (b) hereof shall be construed as preventing Employee from
                  making investments in other businesses or enterprises, or from
                  serving as a director of any other business or enterprise,
                  provided that Employee agrees not to become engaged in any
                  other business activity which may interfere with his ability
                  to discharge his duties and responsibilities to the Company as
                  an employee or consultant.

         1.4. Base Compensation During Employment Term. For all the services
         rendered by Employee during the Employment Term, the Company shall pay
         Employee an annual salary at the rate of $335,000 for each full year of
         the Employment Term, plus unused vacation at the end of each year and
         such additional amounts, if any, as may be approved by the Company's
         board of directors, less withholding required by law or agreed to by
         Employee, payable in installments at such times as the Company
         customarily pays its other senior officers (but in any event no less
         often than monthly). The Compensation Committee of the board of
         directors of the Company shall annually review Employee's salary to
         determine if an increase is appropriate. During the Employment Term,
         Employee shall also be (i) entitled to participate in such vacation
         pay, life insurance, pension benefits and other fringe benefit plans as
         may exist from time to time for the senior officers of the Company
         (subject to payment of such portion of the costs thereof as the Company
         requires from its senior officers); (ii) provided with one social club
         membership as chosen by Employee; (iii) provided with a term life
         insurance policy payable to Employee's designated beneficiary or
         beneficiaries in the face amount of $500,000 less any amount currently
         provided under the Company's group life insurance coverage; and (iv)
         entitled to be reimbursed for the reasonable expenses incurred by him
         in obtaining advice and services related to financial and retirement
         planning. Notwithstanding the foregoing, during the Employment Term,
         the Company shall purchase a disability insurance policy for Employee
         with minimum coverage equal to 60% of his base salary adjusted annually
         for inflation, payable for the periods set forth on Schedule 1 hereto,
         with a waiting period not to exceed 26 weeks, subject to reductions for
         Social Security disability and worker's compensation payments, if any,
         received by Employee. The disability policy shall define "disability"
         to be Employee's inability to perform all of his material duties on a
         full-time basis, and shall provide for partial disability coverage in
         the event the Employee is unable to perform those duties on a full-time
         basis and his income is reduced because of such disability.

         1.5. Incentive Compensation. In addition to the compensation set forth
         above, during the Employment Term Employee shall be entitled to
         participate in such incentive compensation or bonus plans, if any, as
         may be adopted by the board of directors of the Company from time to
         time (without any obligation to the board of directors of the Company
         to do so). Notwithstanding the foregoing, Employee shall receive in
         respect of each of the two fiscal years during the Employment Term a
         minimum cash bonus equal to not less than 1% of the Company's income
         before taxes for such fiscal year. The bonus shall be paid to Employee
         as soon as possible after the audited financial statements for such
         fiscal year are available, but in no event later than 90 days after the
         end of the fiscal year.

         1.6. Stock Options. In consideration for Employee's continued
         employment under this Agreement, the Company on June 1, 1999 will grant
         to Employee, if he elects to begin the Consulting Term and if the
         Company at such date continues to be a publicly held company whose
         shares of Common Stock are registered under the Securities Exchange Act
         of 1934 (the "1934 Act"), a non-qualified option to purchase 75,000
         shares (subject to adjustment for future stock dividends or splits) of
         Common Stock of the Company, with the option vesting at a rate of
         33.33% on each of June 1, 2000, June 1, 2001 and June 1, 2002. The
         grant will be made pursuant to the 1990 Stock Option Plan of the
         Company, or any successor plan qualified under the rules and
         regulations pursuant to Section 16 of the 1934 Act, and adopted by the
         Company's shareholders as required by Rule 16b-3 of the 1934 Act, and a
         stock option agreement for non-qualified options in the form used
         generally by the Company. The exercise price of the option will be
         equal to the fair market value of the Company's common stock on the
         date of grant, and the term of the stock option is five years.
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         1.7. Consulting Term. For all services rendered by Employee as a
         consultant to the Company during the Consulting Term, the Company shall
         pay Employee compensation at the annual rate of 50% of his annual
         salary at the end of the Employment Term for each full year of the
         Consulting Term, provided however that for any week during the
         Consulting Term in which Employee works more than twenty (20) hours,
         the Company shall pay Employee additional compensation of 125% of the
         Employee's then daily rate for each eight (8) hours, or portion
         thereof, beyond such twenty (20) hours that the Employee worked that
         week. For the purposes of the foregoing, hours worked shall include
         time spent traveling on behalf of the Company. The Company shall also
         pay Employee an incentive bonus in respect of each of the five fiscal
         years during the Consulting Term equal to not less than 1/2% of the
         Company's income before taxes for such fiscal year. The bonus shall be
         paid to Employee as soon as possible after the audited financial
         statements for such fiscal year are available, but in no event later
         than 90 days after the end of the fiscal year, plus such additional
         amounts, if any, as may be approved by the Company's board of
         directors, payable in installments at such time as the Company
         customarily pays its senior offices. During the Consulting Term,
         Employee shall also be entitled to suitable office space at the
         Company, including access to telephones, computers and copiers, and
         appropriate executive support. During the Consulting Term, Employee
         shall also be entitled to life, disability and health insurance
         benefits provided generally to senior officers of the Company, and any
         other privileges and perquisites granted to the Company's President,
         Chief Operating Officer or Chief Executive Officer, during such periods
         of time (subject to payment of such portion of the costs thereof as the
         Company requires from its senior officers). During the Consulting Term,
         Employee shall be solely responsible for the payment of all federal,
         state and local taxes or contributions imposed or required under
         unemployment insurance, social security and income tax laws that
         pertain to the compensation paid to Employee for his performance of
         consulting services.

2. Expenses. Employee shall be reimbursed for the reasonable business expenses
incurred by him in connection with his performance of services hereunder during
the Agreement Term upon presentation of an itemized account in accordance with
Company policies.

3. Developments. All developments (including inventions, whether patentable or
otherwise, trade secrets, discoveries, improvements, ideas and writings) which
either directly or indirectly relate to or may be useful in the business of the
Company or any of its affiliates (the "Developments") which Employee, either by
himself or in conjunction with any other person or persons, has conceived, made,
developed, acquired or acquired knowledge of while an employee of the Company or
which Employee, either by himself or in conjunction with any other person or
persons, shall conceive, make, develop, acquire or acquire knowledge of during
the Agreement Term, shall become and remain the sole and exclusive property of
the Company. Employee hereby assigns, transfers and conveys, and agrees to so
assign, transfer and convey, all of his right, title and interest in and to any
and all such Developments and to disclose fully as soon as practicable, in
writing, all such Developments to the board of directors of the Company. At any
time and from time to time, upon the request and at the expense of the Company,
Employee will execute and deliver any and all instruments, documents and papers,
give evidence and do any and all other acts which, in the opinion of counsel for
the Company, are or may be necessary or desirable to document such transfer or
to enable the Company to file and prosecute applications for and to acquire,
maintain and enforce any and all patents, trademark registrations or copyrights
under United States or foreign law with respect to any such Developments or to
obtain any extension, validation, re-issue, continuance or renewal of any such
patent, trademark or copyright. The Company will be responsible for the
preparation of any such instruments, documents and papers and for the
prosecution of any such proceedings and will reimburse Employee for all
reasonable expenses incurred by him in compliance with the provisions of this
Section.

4. Confidential Information. Employee recognizes and acknowledges that by reason
of his employment by the Company, he has had, and, by reason of his continued
employment by and consulting to the Company, he will continue to have, access to
confidential information of the Company and its affiliates, including, without
limitation, information and knowledge pertaining to products, inventions,
innovations, designs, ideas, plans, 

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trade secrets, proprietary information, manufacturing, packaging, advertising,
distribution and sales methods and systems, sales and profit figures, customer
and client lists, and relationships between the Company and its affiliates and
dealers, distributors, wholesalers, customers, clients, suppliers and others who
have had or will have business dealings with the Company and its affiliates
("Confidential Information"). Employee acknowledges that such Confidential
Information is a valuable and unique asset and covenants that he will not,
either during or after the Agreement Term, disclose any such Confidential
Information to any person for any reason whatsoever (except as his duties during
the Agreement Term may require) without the prior written authorization of the
Company's board of directors, unless such information is in the public domain
through no fault of Employee or except as may be required by law.

5. Non-Competition.

         5.1 Limitation. During such time as Employee is employed by the Company
         as an employee or consultant and until the later of (x) June 1, 2001 or
         (y) one year after termination of Employee's employment or consulting
         relationship with the Company (whether such termination is during or
         after the Agreement Term), Employee will not, unless acting pursuant
         hereto or with the prior written consent of the board of directors of
         the Company, directly or indirectly, own, manage, operate, join,
         control, finance or participate in the ownership, management,
         operation, control or financing of, or be connected as a director,
         officer, employee, partner, principal, agent, representative,
         consultant or otherwise with or use or permit his name to be used in
         connection with, any business or enterprise engaged in the development,
         production, sale, rental or repair of (i) superconductive wire and
         materials, (ii) permanent and superconductive magnet systems, or RF
         coils, used in MRI diagnostic imaging systems, (iii) NMR spectroscopy
         systems, (iv) devices for separation of materials by magnetic means,
         (v) cryogenic equipment and refrigeration systems, (vi) permanent
         magnet applications as part of the U.S. strategic defense initiative
         program, or (vii) CFC replacement products. It is recognized by
         Employee that the business of the Company and the other subsidiaries or
         divisions of the Company which provide similar products or services and
         Employee's connection therewith is or will be international in scope,
         and that geographical limitations on this non-competition covenant (and
         the non-solicitation covenant set forth in Section 6 hereof) are
         therefore not appropriate.

         5.2 Exception. The foregoing restriction shall not be construed to
         prohibit the ownership by Employee of not more than five percent (5%)
         of any class of securities of any corporation which is engaged in any
         of the foregoing businesses having a class of securities registered
         pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
         provided that such ownership represents a passive investment and that
         neither Employee nor any group of persons including Employee in any
         way, either directly or indirectly, manages or exercises control of any
         such corporation, guarantees any of its financial obligations,
         otherwise takes any part in its business (other than exercising his
         rights as a shareholder), or seeks to do any of the foregoing.

6. No Solicitation. Employee agrees that until the later of (x) June 1, 2001 or
(y) one year after termination of Employee's employment or consulting
relationship with the Company (whether such termination is during or after the
Agreement Term) he will not call on or solicit, either directly or indirectly,
any person, firm, corporation or other entity who or which at the time of such
termination was, or within two years prior to the termination of Employee's
employment or consulting relationship with the Company had been, a customer of
the Company or any of its affiliates with respect to the activities prohibited
by Section 5 hereof.

7. Equitable Relief.

         7.1 Right to Equitable Relief. Employee acknowledges that the
         restrictions contained in Sections 4, 5 and 6 hereof are reasonable and
         necessary to protect the legitimate interests of the Company and its
         affiliates, that the Company would not have entered into this Agreement
         in the absence of such restrictions, and that any violation of any
         provision of those Sections will result in irreparable injury to the
         Company for which there would be no adequate remedy at law. Employee
         also acknowledges 

<PAGE>

         that the Company shall be entitled to preliminary and permanent
         injunctive relief, without the necessity of proving actual damages, as
         well as an equitable accounting of all earnings, profits and other
         benefits arising from any such violation, which rights shall be
         cumulative and in addition to any other rights or remedies to which the
         Company may be entitled. Employee agrees that in the event of any such
         violation, an action may be commenced by the Company for any such
         preliminary and permanent injunctive relief and other equitable relief
         in any court of competent jurisdiction within the State of New York or
         in a court of competent jurisdiction in any other state. Employee
         hereby waives any objections on the grounds of improper jurisdiction or
         venue to the commencement of an action in the State of New York and
         agrees that effective service of process may be made upon him by mail
         under the notice provisions contained in Section 16 hereof. In the
         event that any of the provisions of Sections 4, 5 or 6 hereof should
         ever be adjudicated to exceed the time, geographic, product or other
         'imitations permitted by applicable law in any jurisdiction, then such
         provisions shall be deemed reformed in such jurisdiction to the maximum
         time, geographic, product or other 'imitations permitted by applicable
         law.

         (b) Dissemination of Restrictions. Employee agrees that until the
         expiration of the covenants contained in Sections 3, 4, 5 and 6 of this
         Agreement, he will provide, and that the Company may similarly provide,
         a copy of the covenants contained in such Sections to any business or
         enterprise (i) which he may directly or indirectly own, manage,
         operate, finance, join, control or participate in the ownership,
         management, operation, financing or control of, or (ii) with which he
         may be connected with as a director, officer, employee, partner,
         principal, agent, representative, consultant or otherwise, or in
         connection with which he may use or permit his name to be used.

8. Termination. This Agreement shall terminate prior to the expiration of the
Agreement Term upon the occurrence of any one of the following events:

         8.1. Disability. In the event that Employee is unable fully to perform
         his duties and responsibilities hereunder to the full extent required
         by the board of directors of the Company by reason of illness, injury
         or incapacity for 26 consecutive weeks, during which time he shall
         continue to be compensated as provided in Section 1.4 or 1.7 hereof, as
         applicable (less any payments due Employee under disability benefit
         programs, including Social Security disability, worker's compensation
         and disability retirement benefits), this Agreement may be terminated
         by the Company, and the Company shall have no further liability or
         obligation to Employee for compensation hereunder; provided, however,
         that Employee will be entitled to receive, in addition to amounts due
         him in such circumstances under any pension or benefit plans of the
         Company (including, without limitation, the Company's Retirement Plan,
         Supplemental Retirement Plan, Supplemental Income Plan and Savings
         Plan), (i) during the Employment Term, the payments prescribed under
         any disability benefit plan which may be in effect for employees of the
         Company and in which he participated (subject, however, to the minimum
         disability benefit provisions set forth in Section 1.4 hereof), and a
         pro rata portion of the incentive compensation, if any, referred to in
         Section 1.5 hereof in respect of the period prior to the date on which
         Employee first became disabled, and (ii) during the Consulting Term, an
         equivalent level of benefits as provided by Section 1.7 hereof.
         Employee agrees, in the event of any dispute under this Section 8.1, to
         submit to a physical examination by a licensed physician selected by
         the board of directors of the Company.

         8.2. Death. In the event that Employee dies during the Agreement Term,
         the Company shall pay to his executors, legal representatives or
         administrators an amount equal to the installment of his salary or
         compensation referred to in Section 1.4 or 1.7 hereof, as applicable,
         for the month in which he dies plus a further amount equal to three
         months' salary or compensation referred to in Section 1.4 or 1.7
         hereof, as applicable, and thereafter the Company shall have no further
         liability or obligation hereunder to his executors, legal
         representatives, administrators, heirs or assigns or any other person
         claiming under or through him; provided, however, that Employee's
         estate or designated beneficiaries shall be entitled to receive, in
         addition to amounts due him in such circumstances under any pension or
         benefit plans of the Company (including, without limitation, the
         Company's 

<PAGE>

         Retirement Plan, Supplemental Retirement Plan, Supplemental Income Plan
         and Savings Plan), (i) during the Employment Term, the payments
         prescribed for such recipients under any death benefit plan which may
         be in effect for employees of the Company and in which Employee
         participated (subject, however, to the minimum life insurance
         provisions set forth in Section 1.4 hereof), and a pro rata portion of
         the incentive compensation, if any, referred to in Section 1.5 hereof
         in respect of the year during which Employee died, and (ii) during the
         Consulting Term, an equivalent level of benefits as provided by Section
         1.7 hereof.

         8.3. Voluntary Termination. In the event that subsequent to June 1,
         2000 Employee voluntarily terminates the Consulting Term at any time
         upon 30 days prior written notice to the Company.

         8.4. Cause. Nothing in this Agreement shall be construed to prevent its
         termination by the Company at any time for "cause." For purposes of
         this Agreement, "cause" shall mean the willful and intentional failure
         of Employee to perform or observe any of the material terms or
         provisions of this Agreement, dishonesty, conviction of a crime
         involving moral turpitude, habitual insobriety, substance abuse or
         misappropriation of funds. The Company's liability, if any, for
         payments to Employee by virtue of any wrongful termination of
         Employee's employment or consulting relationship pursuant to this
         Agreement shall be reduced by and to the extent of any earnings
         received by or accrued for the benefit of Employee during any unexpired
         part of the Agreement Term.

9. Extraordinary Termination. In the event of an Extraordinary Termination
during the Agreement Term, as defined in Section 9.1(b), the following
provisions shall apply.

         9.1. Definitions. The following terms shall have the meanings
         indicated for purposes of this Section 9:

         (a)      "Control Transaction" means a change in control of the Company
                  of a nature that would be required to be reported in response
                  to Item 6(e) of Schedule 14A of Regulation 14A promulgated
                  under the Exchange Act, as in effect on the date of this
                  Agreement, in a Form 8-K filed under the Exchange Act or in
                  any other filing by the Company with the Securities and
                  Exchange Commission; provided that, without limitation, such a
                  Control Transaction shall be deemed to have occurred if:

                  (1) any "person" (as such term is used in Sections 13(d) and
                  14(d) of the Exchange Act) is or becomes a "beneficial owner"
                  (as defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing 30% or
                  more of the voting power of the then outstanding securities of
                  the Company;

                  (2) during any period of two consecutive calendar years there
                  is a change of 25% or more in the composition of the board of
                  directors of the Company in office at the beginning of the
                  period except for changes approved by at least two-thirds of
                  the directors then in office who were directors at the
                  beginning of the period.

         (b)      "Extraordinary Termination" means (i) termination by the
                  Company of the employment of Employee with the Company, or
                  termination of the retention of Employee as a consultant, or
                  in either case for any reason other than as set forth in
                  Section 8 hereof, within three years after a Control
                  Transaction, or (ii) resignation of Employee upon the
                  occurrence of any of the following events within three years
                  after a Control Transaction:

                  (A) an assignment to Employee of any duties inconsistent with,
                  or a significant change in the nature or scope of Employee's
                  authority or duties from, those held by Employee immediately
                  prior to the Control Transaction;
<PAGE>

                  (B) a reduction in Employee's annual salary, consulting
                  payment or incentive compensation opportunities, as in effect
                  immediately prior to the Control Transaction or as the same
                  may be increased thereafter;

                  (C) a relocation of the site of employment of Employee (or the
                  site to which Employee regularly reports to work as a
                  consultant) more than 15 miles from his site of employment or
                  work at the time of the Control Transaction, or, if Employee
                  consents to his relocation, the failure of the Company to pay
                  (or promptly fully reimburse him for) all reasonable moving
                  expenses incurred by him relating to a change of his principal
                  residence in connection with such relocation and to indemnify
                  him against any loss realized in the sale of his principal
                  residence in connection with any change of residence;

                  (D) during the Employment Term, the failure by the Company to
                  provide Employee with a reasonable number of paid vacation
                  days at least equal to the number of paid vacation days to
                  which he was entitled in the last full calendar year prior to
                  the Control Transaction;

                  (E) the failure of the Company to provide Employee with
                  substantially the same fringe benefits that were provided to
                  him immediately prior to the Control Transaction, or with a
                  package of fringe benefits that, though one or more of such
                  benefits may vary from those in effect immediately prior to
                  the Control Transaction, is substantially at least as
                  beneficial to Employee in all material respects to such fringe
                  benefits taken as a whole; or

                  (F) the failure of the Company to obtain the express written
                  assumption of and agreement to perform this Agreement by any
                  successor as and to the extent required by Section 12 of this
                  Agreement.

         9.2. Termination Payments.

         (a)      In the event of an Extraordinary Termination during the
                  Agreement Term, the Company shall, in addition to any amounts
                  due for periods prior to the Extraordinary Termination, pay to
                  Employee in cash within ten days after the Extraordinary
                  Termination an amount equal to the sum of:

                  (i) three times the greater of (A) Employee's annual salary or
                  annual consulting compensation at the time of the Control
                  Transaction, or (B) Employee's annual salary or annual
                  consulting compensation immediately prior to the Extraordinary
                  Termination; plus

                  (ii) if the Extraordinary Termination occurs during the
                  Employment Term, three times the greater of (A) the most
                  recent annual bonus paid to Employee prior to the
                  Extraordinary Termination or (B) the estimated amount of his
                  bonus for the year that includes the date of the Extraordinary
                  Termination; plus

                  (iii) at the option of Employee and in lieu of his exercising
                  any stock options that he might hold at the time, an amount
                  equal to the excess of the aggregate market price at the close
                  of business on the date of the Extraordinary Termination of
                  the Company's shares subject to all stock options outstanding
                  and unexercised, whether vested or unvested, over the
                  aggregate exercise price of all such stock options; plus

                  (iv) if the Extraordinary Termination occurs during the
                  Employment Term, payment in lieu of all unused vacation or
                  sick time.

         (b)      Employee may elect to defer the payment of all or part of the
                  amount to be paid to him under subsection (a) for up to twelve
                  months after the Extraordinary Termination, or to 

<PAGE>

                  have all or part of such amount paid to him in installments
                  over a period not to exceed twelve months after the
                  Extraordinary Termination.

         (c)      In addition to payment of the amounts specified in subsection
                  (a), for a period of twelve months following an Extraordinary
                  Termination during the Employment Term or the Consulting Term,
                  the Company will continue or cause to be continued, at no cost
                  to Employee, medical care and life insurance benefits
                  substantially comparable to those furnished to Employee by the
                  Company immediately prior to the Extraordinary Termination.

         (d)      It is the intention of the parties that the payments under
                  this Section 9 shall not constitute "excess parachute
                  payments" within the meaning of Section 280G of the Internal
                  Revenue Code of 1986, as amended, and any regulations
                  promulgated by the Internal Revenue Service thereunder. In the
                  event that the independent accountants acting as auditors for
                  the Company on the date of a Control Transaction (or another
                  accounting firm designated by them) determine that the
                  payments under this Section constitute "excess parachute
                  payments," the amounts payable under this Section shall be
                  reduced to the maximum amount which may be paid without
                  constituting the payments "excess parachute payments." Such
                  determination shall take into account (i) whether the payments
                  under this Agreement are "parachute payments" within the
                  meaning of Section 280G and, if so, (ii) the amount of
                  payments under this Section that constitutes reasonable
                  compensation within the meaning of Section 280G. The fees and
                  expenses of the accountants performing this calculation shall
                  be paid in full by the Company. Nothing contained in this
                  Agreement shall prevent the Company after a Control
                  Transaction from agreeing to pay Employee compensation or
                  benefits in excess of those provided in this Agreement.

         9.3. Interest and Expenses. If the Company shall fail or refuse to pay
         any amount due under this Section 9 within the time required, the
         Company shall pay to Employee, in addition to the payment of any other
         sums required under this Section.

         (1)      interest, compounded daily, on any amount remaining unpaid
                  from the date payment is required under this Section until
                  payment to Employee, at the rate from time to time announced
                  by Corestates Bank as its prime rate plus 1.5%, each change in
                  the rate of interest hereunder to take effect on the effective
                  date of the change in such prime rate; and

         (2)      on demand, the amount necessary to reimburse Employee for all
                  expenses (including reasonable attorneys' fees and
                  disbursements) incurred by Employee in enforcing any of the
                  obligations of the Company under this Section.

         9.4. Payment Obligations Absolute. The obligation of the Company to pay
         Employee the compensation and to make the arrangements provided herein
         shall be absolute and unconditional and shall not be affected by any
         circumstances, including, without limitation, any setoff, counterclaim,
         recoupment, defense or other right that the Company may have against
         him or anyone else. All amounts payable by the Company hereunder shall
         be paid without notice or demand. The Company waives all rights which
         it may now have or may hereafter have conferred upon it, by statute or
         otherwise, to terminate, cancel or rescind this Section, or any other
         section of this Agreement, in whole or in part. Each and every payment
         made hereunder by the Company shall be final and the Company will not
         seek to recover all or any part of such payment from Employee or from
         whomsoever may be entitled thereto, for any reason whatsoever, except
         as provided in Section 9.2(d) hereof. Employee shall not be required to
         mitigate the amount of any payment provided for in this Section by
         seeking other employment or otherwise.

10. Withholding of Taxes. The Company may withhold from any payments under this
Agreement all federal, state or local taxes as shall be required pursuant to any
law, regulation or ruling.
<PAGE>

11. Non-Alienation. Employee shall not have any right to pledge, hypothecate,
anticipate or in any way create a lien upon any amounts provided under this
Agreement, and no benefit payable hereunder shall be assignable in anticipation
of payment either by voluntary or involuntary acts, or by operation of law.

12. Successor Company. The Company shall require any successor or successors
(whether direct or indirect, by purchase, merger, consolidation or otherwise,
and whether in one transaction or a series of transactions) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Employee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement. As used in this
Agreement, the "Company'" shall mean the Company as hereinbefore defined and any
such successors to its business and/or assets.

13. Survival. Notwithstanding the termination of this Agreement by reason of
Employee's disability under Section 8.1, for cause under Section 8.3 or upon an
Extraordinary Termination of Employment under Section 9, his obligations under
Sections 3, 4, 5 and 6 hereof shall survive and remain in full force and effect
indefinitely, or for such shorter period therein provided, and the provisions
for equitable relief against Employee in Section 7 hereof shall likewise
continue in force.

14. Governing Law. This Agreement shall be governed by and interpreted under the
laws of the State of New York without giving effect to any conflict of laws
provisions.

15. Litigation Expenses. In the event of a lawsuit by either party to enforce
the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable costs, expenses and attorneys' fees from the other party.

16. Notices. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand delivered or mailed by
registered or certified mail, as follows (provided that notice of change of
address shall be deemed given only when received):

If to the Company, to:

                                     Intermagnetics General Corporation
                                     450 Old Niskayuna Road
                                     P.O. Box 461
                                     Latham, N.Y. 12110
                                     Attention: Board of Directors


If to Employee, to:

                                     Carl H. Rosner
                                     1180 Ruffner Road
                                     Schenectacy, NY 1230.

or to such other names or addresses as the Company or Employee, as the case may
be, shall designate by notice to each other person entitled to receive notices
in the manner specified in this Section.

17. Contents of Agreement; Amendment and Assignment.

         (a) This Agreement supersedes all prior agreement (including the 1992
         Agreement, the 1994 Agreement and the 1996 Understanding) and sets
         forth the entire understanding among the parties 

<PAGE>

         hereto with respect to the subject matter hereof and cannot be changed,
         modified, extended or terminated except upon written amendment approved
         by the board of directors of the Company and executed on its behalf by
         a duly authorized officer; provided, however, that (i) the provisions
         of Sections 3, 4 and 7 shall be in addition to, and not in limitation
         of, any other invention assignment, confidentiality or similar
         agreement between the Company and Employee, and (ii) the
         representations of Employee set forth in Section 1.2(b) of the
         Employment Agreement dated January 12, 1988 between the Company and
         Employee, Section 1.2(c) of the Employment Agreement dated February 14,
         1990 between the Company and the Employee and Section 1.2(c) of the
         1992 Agreement shall continue in full force and effect. Without
         limitation, nothing in this Agreement shall be construed as giving
         Employee any right to be retained in the employ of the Company or as a
         consultant to the Company except as specifically provided herein during
         the Agreement Term.

         (b) Employee acknowledges that from time to time, the Company may
         establish, maintain and distribute employee manuals or handbooks or
         personnel policy manuals, and officers or other representatives of the
         Company may make written or oral statements relating to personnel
         policies and procedures. Such manuals, handbooks and statements are
         intended only for general guidance. No policies, procedures or
         statements of any nature by or on behalf of the Company (whether
         written or oral, and whether or not contained in any employee manual or
         handbook or personnel policy manual), and no acts or practices of any
         nature, shall be construed to modify this Agreement or to create
         express or implied obligations of any nature to Employee.

          (c) All of the terms and provisions of this Agreement shall be binding
         upon and inure to the benefit of and be enforceable by the respective
         heirs, executors, administrators, legal representatives, successors and
         assigns of the parties hereto, except that the duties and
         responsibilities of Employee hereunder are of a personal nature and
         shall not be assignable or delegable in whole or in part by Employee.

18. Severabilitv. If any provision of this Agreement or application thereof to
anyone or under any circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect any
other provision or application of this Agreement which can be given effect
without the invalid or unenforceable provision or application and shall not
invalidate or render unenforceable such provision or application in any other
jurisdiction.

19. Remedies Cumulative; No Waiver. No remedy conferred upon the Company by this
Agreement is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to any other remedy
given hereunder or now or hereafter existing at law or in equity. No delay or
omission by the Company in exercising any right, remedy or power hereunder or
existing at law or in equity shall be construed as a waiver thereof, and any
such right, remedy or power may be exercised by the Company from time to time
and as often as may be deemed expedient or necessary by the Company in its sole
discretion

                    IN WITNESS WHEREOF, the ,undersigned have executed this
Employment and Consulting Agreement as of the date first above written.



ATTEST                                   INTERMAGNETICS GENERAL CORPORATION

                                         
--------------------                     --------------------
Catherine E. Arduini                     Thomas L. Kempner
Corporate Secretary                      Chairman, Compensation Committee 
                                         of the Board of Directors


Witness                                  CARL H. ROSNER

--------------------                     --------------------
Catherine E. Arduini