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                                    EXHIBIT A

                     AMENDMENT TO OFFER OF EMPLOYMENT LETTER

         This document is an Amendment to "Letter of Employment Agreement" made
by and between Intermagnetics General Corporation, a corporation having a
principal place of business at 450 Old Niskayuna Road, Latham, New York
12110-0461 ("Company") and Glenn H. Epstein, an individual having a residence
address of 11129 Oak Hollow Road, Knoxville, Tennessee 37932 ("Epstein").

                                    RECITALS

         Company and Epstein have entered an Offer of "Employment Letter" (as
executed by both parties) agreement dated March 20, 1997 (the "Letter").

         Company and Epstein desire that the terms of the Letter, as clarified
by this Amendment, shall serve as a mutually binding employment agreement under
which Epstein shall be employed by the Company and agrees to devote his full
time, attention and energy thereto, as its President and Chief Operating
Officer, reporting to the Chief Executive Officer of the Company.

         In consideration of the premises, the mutual covenants and agreements
contained in the Letter and this Amendment, as well as other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by both
parties, Epstein and the Company agree as follows:

         1.  Incorporation of Amendment. The terms and conditions of the Letter
             (a copy to which this Amendment is annexed as Exhibit A) as
             explained and clarified by this Amendment are incorporated into the
             Letter as fully set forth in this document.

         2.  Term of Employment. Epstein's employment by the Company pursuant to
             this Amendment (the "Term") shall commence on Epstein's first day
             of employment by the Company and shall continue for two (2)
             consecutive years, including a possible one year "termination").
             Epstein's annual base compensation throughout the Term (the "Base
             Salary") shall be at a minimum of $180,000.00. As used in this
             Amendment, the phrase "year" shall refer to a three hundred and
             sixty-five (365) day period.

         3.  Termination.

             A.  In the event that the Company terminates Epstein's employment
                 or this Letter/Amendment involuntarily any time prior to the
                 end or during the first year of the Term, other than "for
                 cause", Company will pay Epstein (1) in a lump sum, a severance
                 equal to the difference between two times the amount of his
                 then current Base Salary less the amount of then current Base
                 Salary paid to Epstein on the effective date of such
                 termination; plus if applicable, (ii) the "performance bonus"
                 described in paragraph 2, page 1 of the Letter. The salary used
                 to calculate the said performance bonus shall be Epstein's then
                 current total annual Base Salary rate.

             B.  In the event that the Company terminates Epstein's employment
                 involuntarily any time during or after the second year of the
                 Term, other than "for cause", the 

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                 Company will pay Epstein in a lump sum, a severance payment
                 equal to one full year of his then current Base Salary. The
                 provisions of this paragraph 3-B shall survive the expiration
                 or other termination of this Amendment and continue throughout
                 Epstein's employment by the Company.

             C.  The Company shall withhold from any such one year severance
                 payment required by paragraphs 3-A or B all income, payroll and
                 employment taxes required by applicable law or regulation to be
                 withheld. The Company shall pay Epstein any severance payment
                 due under the terms of paragraphs 3-A or 3-B within thirty (30)
                 days after the effective date of any such involuntary
                 termination; as well as any performance bonus earned within
                 thirty (30) days after the final audited results of fiscal year
                 1998 are accepted by the Board of Directors.

             D.  As used in this Amendment, the phrase "for cause" shall mean
                 and shall be limited to involuntary termination in case of;
                 Epstein's conviction or plea of guilty or no contest to any
                 crime involving moral turpitude; Epstein's misrepresentation of
                 a material fact, dishonesty or misappropriation of funds, or
                 concealment of a material fact from the Company's Chief
                 Executive Officer; or Epstein's willful violation of any
                 material rule, regulation or policy that may be established
                 from time to time for the conduct of the Company's business of
                 which Epstein is aware of or has notice.

             E.  The payments due under this paragraph 3 do not prevent Epstein
                 from competing with the Company after the effective date of any
                 involuntary termination of his employment, provided he
                 maintains his obligations and observes the terms of the
                 confidentiality agreement signed by him upon entering
                 employment with the Company.

         4.  Signing Bonus. With respect to the "earned bonus"/"signing bonus"
             referred to in paragraph 3, page 1 of the Letter, the Company will
             pay Epstein a $32,500.00 signing bonus within thirty-sixth (30-60)
             days of the date that Epstein provides the Company with a copy of
             Oxford Instrument, Inc.'s ("Oxford") written bonus scheme, and
             provides a signed affidavit that Epstein has forfeited all bonus
             entitlements from Oxford for the 1996/97 fiscal year.

         5.  Moving Expenses.

             A.  The "house" referred to in paragraph 6, page 1 of the Letter
                 includes two separately deeded properties: one for Epstein's
                 home and surrounding lot and one for an adjoining lot. The
                 appraisals described in paragraph 6, page 1 of the Letter shall
                 be prepared by three Tennessee State-certified appraisers, and
                 the cost of those three appraisals, shall be shared equally by
                 Epstein and the Company. If Epstein is unable to sell the
                 "home" within ninety (90) days of the date of start of
                 employment, the Company or its designee will purchase the home
                 from Epstein and his wife at a purchase price equal to the
                 greater of (1) the average of the three appraisals referenced
                 above or (ii) Epstein and his wife's documented cost basis as
                 defined per IRS guidelines. Detailed information on such
                 additional costs will be provided by Epstein to the Company in
                 the event that purchase of the "home" by the company is
                 required.
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             B.  The "reasonable and actual moving expenses" referred to in
                 paragraph 6, page 1 of the Letter shall include Epstein's house
                 sale related realtor, legal and closing costs, and all such
                 reasonable and actual moving expenses shall be reimbursed by
                 the Company within thirty (30) days after Epstein's submission
                 to the Company of reasonable evidence of payment thereof.

             C.  The one month's salary to cover "sundry expenditures"
                 referenced in paragraph 6, page 1 of the Letter shall be paid
                 by the Company to Epstein within thirty to sixty (30-60) days
                 of his start of employment by the Company.

         6.  References. After the execution of the Letter/Amendment, Epstein
             will supply the three additional personal and business references
             requested in paragraph 4, page 2 of the Letter.

         7.  Entire Amendment. This Amendment, including the Letter, constitutes
             the entire written understanding and employment agreement between
             the Company and Epstein with regard to all matters therein. This
             Amendment may be changed only in a writing signed by both parties.

         8.  Severability. If any provision of this Letter/Amendment shall be
             held, be deemed to be or shall in fact be invalid, inoperative or
             unenforceable by law, such circumstances shall not have the effect
             of rendering the provision(s) in question or any other provision(s)
             in this Letter/Amendment invalid, and this Letter/Amendment shall
             be reformed and construed as if the invalid, inoperative or
             unenforceable provision had never been contained herein and the
             provision reformed so that it would be valid, operative and
             enforceable to the maximum extent permitted.

         9.  Remedies Cumulative; No Waiver. No remedy conferred upon the
             Company by this Amendment 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.

                                             Intermagnetics General Corporation

Dated  April 1st, 1997                  By:  /s/  Carl H. Rosner
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                                                    Carl H. Rosner
                                             Chairman of the Board and
                                             Chief Executive Officer


                                             Glenn H. Epstein

Dated  1 April, 1997                         /s/ Glenn Epstein
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