EZ EM INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.E
<SEQUENCE>2
<FILENAME>ex-10_23536.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                                                                   Exhibit 10(e)


                              EMPLOYMENT AGREEMENT
                              --------------------


THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  effective as of the 3rd day of April
2000 (the "Effective Date")


BETWEEN                              E-Z-EM, Inc., with its principal office at
                                     717 Main Street
                                     Westbury, N.Y.  11590

                                     (hereinafter referred to as the "Company")

AND                                  Anthony A. Lombardo, having an address at
                                     801 North Ponderosa Drive
                                     Hartland, WI 53029-8640

                                     (hereinafter referred to as the "Employee")


                                   WITNESSETH


     WHEREAS,  the Company is in the business of (i) developing,  manufacturing,
marketing, selling and distributing medical products and medical devices for use
in the imaging  field,  including but not limited to  gastrointestinal  contrast
agents and associated  devices,  and other products for the fields of diagnostic
and  interventional   radiology  and  gastroenterology,   and  (ii)  developing,
manufacturing,  marketing,  selling  and  distributing  H. Pylori  products  and
associated devices for digestive disease diagnosis and treatment,  ((i) and (ii)
collectively  the  "Imaging  Division")  and  (iii)  developing,  manufacturing,
marketing,  selling and distributing therapeutic and diagnostic products for use
in the cardiovascular and peripheral  vascular field and associated devices (the
"Angiographic  Division") and engaging in activities relating thereto ((i), (ii)
and (iii) collectively the "Business");

     WHEREAS,  the Company  recognizes the unique  qualifications  and potential
contributions of the Employee and desires to secure the services of the Employee
on an exclusive basis on the terms and conditions set forth herein; and

     WHEREAS,  the Employee is prepared to commit to such exclusive  services in
return for specific arrangements on compensation and other benefits on the terms
and conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  and  agreements  herein  contained,  the Company and the  Employee do
hereby agree as follows:

1    SCOPE OF EMPLOYMENT
     -------------------

     1.1 Subject to the terms and conditions  hereof, the Company hereby employs
the Employee to render  services to the Company as President and Chief Executive
Officer,  subject to the direction of the Board of Directors of the Company (the
"Board") or any committee thereof.  Subject to the foregoing, the Employee shall
be responsible, consistent with his position, for all aspects of the management,
business,   personnel,   activities   and   affairs  of  the   Company  as  such
responsibilities reasonably are defined by the Board from time to time.


                                      -68-
<PAGE>

     1.2 The Employee  hereby accepts such  employment and agrees  faithfully to
render the services  described above and to promote the interests of the Company
to the best of his  ability.  The  Employee  further  agrees to devote  his full
working time, attention, skill and best efforts to the performance of his duties
under this  Agreement.  The Employee  shall not engage in any other  business or
occupation  during the term of this Agreement  without the prior written consent
of the Board, which consent the Board may withhold in its sole discretion.

     1.3 The Employee shall have such power and authority,  consistent  with his
position,  as shall  reasonably  be required to enable him to perform his duties
hereunder in an efficient  manner,  provided that in  exercising  such power and
authority and  performing  such duties,  he shall at all times be subject to the
authority  and control of the Board or any  committee  thereof and shall  report
directly to the Board.

     1.4 The Employee  shall  perform his duties  hereunder  principally  at the
Company's offices at 717 Main Street, Westbury, N.Y., provided, however, that he
will be required to travel and render services in different locations, from time
to time as appropriate in connection with the performance of such duties.

     1.5  Throughout the term of this  Agreement,  the Company agrees to seek to
cause the  Employee  to be elected to the Board.  Upon the  termination  of this
Agreement  for any reason,  the Employee  shall be deemed to have  automatically
resigned from any position he may then hold on the Board. Such resignation shall
be  deemed  effective   immediately  without  the  requirement  that  a  written
resignation be delivered.

2    TERM OF EMPLOYMENT
     ------------------

     This Agreement shall continue until terminated by either the Company or the
Employee in accordance with the terms and conditions contained herein.

3    COMPENSATION, BENEFITS AND VACATION
     -----------------------------------

     3.1  The  Company  agrees  to pay  the  Employee,  during  the  term of his
employment,  a base salary of Two Hundred Fifty Thousand Dollars  ($250,000) per
year of employment  (the "Base  Salary").  Base Salary shall be payable in equal
installments on a monthly basis,  less such deductions or amounts to be withheld
as shall be required by  applicable  law and  regulations.  The Company shall be
under no obligation to increase the Base Salary,  but may review the  Employee's
Base Salary at its sole discretion.

     3.2 The Employee  shall be eligible for an annual bonus (the "Bonus") of up
to Fifty percent (50%) of the Base Salary during each fiscal year.

          A.   The Bonus,  if any,  shall be calculated  in accordance  with the
               following:

          1.   The Employee shall  participate in the Company's  Executive Bonus
               Cash Compensation Program ("Bonus Compensation  Program") (a copy
               of which is  attached  herewith  as  Exhibit  A)(or as such Bonus
               Compensation   Program  may  be   uniformly   modified   for  all
               participants  from  time  to  time  by  the  Board  in  its  sole
               discretion),  and, except as provided herein,  in accordance with
               the terms and conditions of the Bonus Compensation  Program shall
               be  eligible  to receive an annual cash bonus of up to Thirty Six
               percent   (36%)  of  the  Base  Salary  based  upon  the  Imaging
               Division's  operating  income  results as  compared  to the Board
               approved  budgeted  operating  income  results  for  the  Imaging
               Division in the applicable  fiscal year, such Bonus to be paid on
               a quarterly basis in accordance with the terms and


                                      -69-
<PAGE>

               conditions of the Bonus Compensation  Program. For the first year
               of Employee's  participation in the Bonus  Compensation  Program,
               Employee  shall be  guaranteed  a cash  Bonus  equal  to  fifteen
               percent  (15%) of the Base Salary which amount shall be paid on a
               quarterly   basis.   If  during  the  first  year  of  Employee's
               participation  in the Bonus  Compensation  Program,  the Employee
               earns  any  amount of the  Bonus  under  the  Bonus  Compensation
               Program, such amount shall be first offset against the guaranteed
               fifteen percent (15%).

          2.   The Board, in its sole discretion, may elect to cause the Company
               to award to  Employee  a  discretionary  Bonus for the  preceding
               fiscal year, in the form of stock grants equal in amount to up to
               Fourteen  (14%)  percent  of  the  Base  Salary   ("Discretionary
               Bonus"). The stock grants shall be in the form of Company Class B
               Common  Stock and the value of each share shall be based upon the
               closing price of a share of the Company's Class B Common stock as
               listed  on the  American  Stock  Exchange  (AMEX)  or such  other
               exchange  or market as the  Company may decide on the last day of
               each fiscal  year.  (The  Company's  1983 Stock Option Plan shall
               have no application with respect to any stock granted pursuant to
               the  Discretionary  Bonus).  Any stock  granted  pursuant  to the
               Discretionary  Bonus shall be subject to the  applicable  Federal
               Securities Laws. Such Discretionary  Bonus, if any, to be awarded
               within  one  hundred  and  twenty  (120)  days of the end of each
               fiscal  year.  Such  Discretionary  Bonus  to be  awarded  at the
               determination  of the Board, in its sole and absolute  judgement,
               based  upon  the  Employee's  and the  Company's  achievement  of
               certain pre-determined goals, such goals to be established by the
               Board in concert with the  Employee in writing  within Sixty (60)
               days of the commencement of each fiscal year.

     The  Employee  shall not be  eligible  to  participate  in either the Bonus
Compensation  Program or the  Discretionary  Bonus until the commencement of the
Company's fiscal year 2001 (June 1, 2000-May 31, 2001,  hereinafter "Fiscal Year
2001").

     In the event this Agreement is terminated by the Company for Cause, as such
term is  defined  in  Section 4 of this  Agreement,  the  Employee  shall not be
eligible  for the Bonus or any  escrowed  or  accrued  Bonus.  In the event this
Agreement is  terminated by the Company  without  Cause or by the Employee,  the
Employee  shall only be eligible to receive that  portion of the Bonus,  if any,
that was earned  during the most recent  completed  fiscal  quarter prior to the
date of termination of this Agreement under the Bonus  Compensation  Program and
shall not be eligible  for any other  Bonus,  including,  but not limited to the
Discretionary Bonus.

     3.3 The Company  hereby grants to Employee  non-qualified  stock options to
purchase Three Hundred  Thousand  (300,000) shares of the Company's Class B non-
voting stock subject,  except as provided herein, to the terms and conditions of
the E-Z-EM, Inc. 1983 Stock Option Plan (the "Plan"). The exercise price of such
stock options shall be the closing  market price (as  determined on the American
Stock Exchange) on the Effective Date. The stock options shall vest at a rate of
Seventy Five Thousand  (75,000)  shares per complete year  commencing on the one
(1) year  anniversary  of the Effective Date and continuing for each of the next
three annual anniversary dates thereafter, subject to the forfeiture as provided
in the Plan or in this Agreement.


                                      -70-
<PAGE>

     3.4 The Company  shall pay or reimburse  the  Employee  for all  reasonable
expenses  actually  and  properly  (in  accordance  with the  Company's  policy)
incurred or paid by him in connection with the performance of his services under
this Agreement upon presentation of expense statements or vouchers or such other
supporting  documentation  in such form and containing  such  information as the
Company may from time to time reasonably require.

     3.5 The  Employee  shall be  entitled  to four (4)  weeks of paid  vacation
during each fiscal year of employment with the Company,  provided,  however that
the Employee  shall not be eligible for any vacation until the  commencement  of
Fiscal Year 2001. Vacation time shall not accrue and, may not be carried forward
to future years.

     3.6  The  Company  shall  provide  the  Employee  with  health,   accident,
disability  and life  insurance in  accordance  with its  standard  policies for
Company executives as adopted from time to time by the Board.

     3.7 The  Company  shall enter into a Change in Control  Agreement  with the
Employee, a copy of which is attached herewith as Exhibit B.

     3.8 The Employee  agrees to relocate his residence to a location within the
greater New York metropolitan area,  including  Connecticut and New Jersey ("New
York Area") no later than October 1, 2000.  The Company  agrees to reimburse the
Employee for the expenses  associated with the relocation  from Hartland,  WI to
the New York Area in accordance with the following:

     a.   The  Company  will pay for the  moving of the  Employee's  belongings,
          which includes the packing and unpacking of the Employee's belongings.
          The Employee  shall be required to obtain three (3) bids from national
          moving  companies  for the costs of such move,  and the lowest of such
          bids shall be accepted.

     b.   The  Company  shall  pay  the   reasonable   cost  of  travel,   hotel
          accommodations  and meals for two house hunting trips for the Employee
          and the Employee's spouse.

     c.   The Company shall also pay the Employee an amount of money  equivalent
          to his Base Salary for one (1) month for  miscellaneous and incidental
          items  associated  with  the  move.  This  amount  will be paid to the
          Employee  within  thirty  (30)  days  after  the  closing  of the  new
          residence in the New York Area.

     d.   The Company  agrees to pay the sales  commission or other fee, if any,
          due to a real  estate  agent or broker for the sale of the  Employee's
          home residence  located at 801 North Ponderosa  Drive,  Hartland,  WI,
          such  commission or fee not to exceed the customary  amount charged in
          Hartland,  WI by a real estate agent or broker in connection  with the
          sale of a residence.

     e.   Notwithstanding  anything herein to the contrary, the aggregate amount
          payable by the Company  pursuant  to Sections  3.8 a, b, c and d shall
          not exceed One Hundred Thousand Dollars  ($100,000) and any costs over
          such One Hundred Thousand Dollar  ($100,000)  amount shall be the sole
          obligation of the Employee.

     3.9 In order to assist the Employee with the purchase of a new residence in
the New York  Area,  the  Company  agrees to  provide a second  mortgage  to the
Employee, subject to the following:

     a.   The Company agrees to provide a second mortgage of up to three hundred
          thousand dollars ($300,000). The interest rate on the


                                      -71-
<PAGE>

          mortgage shall be the applicable  federal rate in effect under Section
          1274 (d) of the Internal Revenue Code of 1986, as amended, in order to
          ensure that the Employee does not incur any imputed  interest  income.
          The  amount  of the  second  mortgage  shall be the  lesser of (i) the
          excess  of the  purchase  price of the new  home in the New York  Area
          ("New Home") as evidenced by the closing documents over the sale price
          of the Employee's residence at 801 North Ponderosa Drive, Hartland, WI
          as evidenced by the closing  documents or (ii) three hundred  thousand
          dollars  ($300,000).  The Company and the Employee  shall enter into a
          mortgage  agreement  ("Mortgage  Agreement")  which shall  include the
          terms and conditions as set forth herein.

     b.   For the  first  five (5) years  following  the  disbursement  of funds
          pursuant to the Mortgage  Agreement (the "Funding Date"), the Employee
          shall only be  obligated  to pay  accrued  and unpaid  interest on the
          outstanding principal balance of the mortgage on an annual basis. Such
          annual  payments shall be due on each  anniversary of the Funding Date
          for the first five years.  Commencing on the sixth  anniversary of the
          Funding Date and continuing on the next three (3) anniversaries of the
          Funding Date  thereafter,  the Employee shall pay the Company  accrued
          and unpaid  interest plus ten percent  (10%) of the initial  principal
          amount of the mortgage.  On the tenth  anniversary of the Funding Date
          the  Employee  shall  repay  the  Company  the  remaining  outstanding
          principal amount of the mortgage plus any accrued and unpaid interest.
          At any time during the term of the  Mortgage  Agreement,  the Employee
          may elect to repay the entire  amount,  or a portion  thereof,  of the
          outstanding  principal amount of the mortgage without penalty.  At any
          time during the term of the Mortgage Agreement,  if the Employee sells
          the New Home,  the  Employee  shall  repay the  outstanding  principal
          amount  of  the  mortgage   plus  all  accrued  and  unpaid   interest
          immediately upon the closing of the sale of the New Home.

     c.   If the  Employee's  employment  with the Company is terminated for any
          reason,  whether by the Company or by the Employee, the Employee shall
          repay  the  outstanding  principal  amount  of the  mortgage  plus all
          accrued and unpaid  interest within eighteen (18) months from the date
          of such termination;  provided, however that if the Employee sells the
          New Home at any time  during  such  eighteen  (18) month  period,  the
          Employee shall repay the outstanding  principal amount of the mortgage
          plus all accrued and unpaid interest  immediately  upon the closing of
          the sale of the New Home.

     3.10 The Company shall provide,  at no cost to the Employee,  housing at 21
Willets Road, Old Westbury, NY from the Effective Date until October 1, 2000.

     3.11 The  Company  shall pay the  reasonable  transportation  costs for the
Employee to travel to and from Hartland, WI each weekend from the Effective Date
until such time as his family  permanently  relocates to the New York Area or by
October  1,  2000,  whichever  is  sooner.  The  Employee  agrees  to  take  the
appropriate  action in order to  obtain,  where  commercially  available  to the
public,   a  discounted   economy   advanced   purchase   ticket  price  on  any
transportation  in connection  with any travel pursuant to this Section 3.11. In
the event that any  payments  made by the Company  pursuant to this Section 3.11
results in any federal,  state or local tax  liabilities  to the  Employee,  the
Company agrees to reimburse the Employee for such tax payments.

     3.12 The Company shall  provide the Employee,  at no cost, an automobile in
accordance with the Company's standard  automobile policy for Company executives
as adopted from time to time by the Board.


                                      -72-
<PAGE>

4    TERMINATION
     -----------

     4.1 Notwithstanding anything contained herein to the contrary, it is agreed
that this  Agreement may be  terminated  without cause upon the giving of thirty
(30) days  written  notice by the Company to the Employee or the Employee to the
Company.

     4.2 This Agreement shall automatically terminate upon the occurrence of the
first to occur of the following events or conditions:

          (a)  the death of the Employee; or

          (b)  the  delivery  by the Company to the  Employee of written  notice
               that his employment is terminated for "disability" (as defined in
               Section 4.3 hereof); or

          (c)  the  delivery  by the Company to the  Employee of written  notice
               that his  employment  is  terminated  for  "cause" (as defined in
               Section 4.4 hereof).

     4.3  "Disability"  shall mean the good faith  determination  by the Company
that by reason of a physical or mental illness the Employee is unable to perform
the essential functions of his position as contemplated by this Agreement,  with
or without reasonable accommodations by the Company, continuing for more than 60
consecutive  business  days or for more than an aggregate of 90 business days in
any  period  of  365  days.  Such  determination   shall  not  be  arbitrary  or
unreasonable,  and the Company  shall take into  consideration  the opinion of a
physician  retained by the  Company,  if  reasonably  available,  as well as the
applicable  provisions,  if any, of the Americans with  Disabilities Act. In the
event this  Agreement  is  terminated  pursuant to Section 4.2 (b),  the Company
shall be obligated to continue to pay the  compensation  provided for in Section
3.1 to the  Employee  until the end of the  Company's  fiscal  year in which the
Company  provides  notice to the Employee  that this  Agreement  is  terminated.
During  the  period  of time that the  Company  agrees  to  continue  to pay the
Employee as set forth in Section 4.3, any disability insurance that the Employee
receives  under  the  Company's  disability  plan  shall be offset  against  any
payments made by the Company pursuant to Section 4.3.

     4.4 As used herein "Cause" shall mean the following:

     (i) the  good  faith  determination  by the  Company  that  there  has been
     continued neglect by the Employee of his duties hereunder;

     (ii) the good  faith  determination  by the  Company  that  there  has been
     willful   misconduct  on  the  Employee's   part  in  connection  with  the
     performance of such duties;

     (iii) any willful  violation of any express direction or rule or regulation
     established by the Board;

     (iv)  Employee's  failure  to  relocate  to the New York Area by October 1,
     2000;

     (v) any commission of any act of fraud,  embezzlement  or dishonesty by the
     Employee;

     (vi) the  commission  by the Employee of a crime or offense  amounting to a
     felony or a crime involving moral turpitude or theft.

     Provided,  however that prior to  terminating  this  Agreement  for "Cause"
pursuant to Section 4.4 (i) and (ii), the Company shall provide the Employee


                                      -73-
<PAGE>

with written notice of the continued neglect or willful misconduct in reasonable
detail and the Employee  shall have ten (10) days from receipt of such notice to
cure such neglect or misconduct to the  reasonable  satisfaction  of the Company
and such termination shall be effective upon the Employee's failure to cure such
neglect or misconduct within such ten (10) days period. Notwithstanding anything
herein to the  contrary,  the Employee  shall only be entitled to one notice and
cure  period  during any  twelve  (12) month  period of  employment  for any act
constituting  continued neglect and one notice and cure period during any twelve
(12) month period of employment for any act constituting willful misconduct.

     4.5 If the  Employee's  employment  hereunder is  terminated by the Company
pursuant to Section 4.1 without  cause,  he shall be entitled to  severance  pay
equal to one (1) years  Base  Salary,  payable  in  twelve  (12)  equal  monthly
installments on the first regular pay day of each fiscal month commencing in the
first fiscal  month  following  termination.  If following  the  termination  of
Employee by the Company pursuant to Section 4.1 of this Agreement,  the Employee
breaches any provisions of Section 5 of this  Agreement,  the obligations of the
Company  to  make  payments  pursuant  to this  Section  4.5  shall  immediately
terminate.  Except as provided in Section 4.5 and 3.2, the Employee shall not be
entitled to any severance pay or to any other compensation,  payments or benefit
(by way of salary,  bonus,  stock  options,  damages or otherwise) of any nature
relating  to this  Agreement  or  otherwise  relating  to or arising  out of his
employment  by the  Company,  for  any  period  subsequent  to the  date of such
termination. Furthermore, upon the termination of this Agreement, the applicable
provisions of the Plan will apply to any stock option, provided, however that in
the event this Agreement is terminated, any and all unvested stock options shall
immediately  expire and the Employee shall return all documents  evidencing such
options to the Company.

5    EMPLOYMENT AND POST EMPLOYMENT RESTRICTIONS
     -------------------------------------------

     5.1 Employee acknowledges that the Company's Business is highly specialized
and operates in a competitive  market, and that in rendering his services to the
Company  the  Employee  has had or will  have  access to or will be  exposed  to
valuable trade secrets, and confidential and proprietary  information  belonging
to the  Company.  Because  of the nature of the  Business,  the  Company  may be
unfairly harmed by certain activities of its present and former employees. These
activities may include  disclosure or use of trade secrets or  confidential  and
proprietary information,  entering into or participating in a competing business
of the Company,  appropriating or diverting business or customers of the Company
and inducing  employees of the Company to leave the  employment  of the Company,
all of which are in violation of recognized employee obligations.  Employees may
be able to do these  unfair acts  because of  information  which was learned and
contacts which were made while in the employment of the Company.  Therefore, the
Company  desires to protect itself by requiring that certain persons working for
it  agree  to  reasonable  restrictions  concerning  their  employment  and post
employment  activities.  These restrictions are necessarily  designed to prevent
harm to the Company (as well as to other employees of the Company whose business
or  compensation  depends upon the continuous  success of the business)  through
indirect methods as well as through direct activities.

     5.2 For the reasons set forth above, and in consideration of the salary and
other compensation and benefits received and to be received by the Employee, the
Employee agrees as follows:

     (a) The Employee agrees that during the period of his employment under this
     Agreement and for a period of twelve (12) months  following the termination
     of this Agreement for any reason, he shall not in any state or territory of
     the United  States in which the  Company  conducts  business,  directly  or
     indirectly, own, manage, operate, control, be employed by, be a shareholder
     of, be an officer of, participate in, contract with or be


                                      -74-
<PAGE>

     connected in any capacity or any manner with any business  that directly or
     indirectly  (whether through related companies or otherwise)  manufactures,
     develops,  designs,  distributes,  sells, or markets any product, device or
     equipment  substantially similar to any product,  device or equipment which
     at the time during the term of Employee's employment has been manufactured,
     marketed,  sold, or  distributed  by the Company or any product,  device or
     equipment  which  the  Company  was  developing  or  designing  during  the
     Employee's  employment with the Company for future manufacture,  marketing,
     sale or distribution;  provided, however that nothing herein shall prohibit
     the Employee from owning, directly or indirectly, as a passive investor, in
     the aggregate not more than one percent (1%) of the outstanding  publically
     traded stock of any company that competes with the Company in the Business.

     (b) The Employee agrees that during the period of his employment under this
     Agreement and for a period of twelve (12) months  following the termination
     of this  Agreement  for any reason,  he will not,  directly or  indirectly,
     solicit or hire or attempt to solicit or hire any  employee  of the Company
     or otherwise  induce any employee of the Company to leave the employment of
     the Company.

     (c) The Employee agrees that during the period of his employment under this
     Agreement and for a period of twelve (12) months  following the termination
     of this Agreement for any reason, he will not appropriate, divert or assist
     another to  appropriate  or divert any  business or customer  away from the
     Company or attempt to do any of the foregoing.

     (d) The Employee agrees that during the period of his employment under this
     Agreement and  following the  termination  of this  Agreement,  he will not
     disclose,   cause  to  be  disclosed  or  otherwise   allow  the  following
     information to come into the possession of any person or entity (other than
     those  persons  and  entities  that the  Company  has  determined  as being
     entitled   thereto)  or  use  the  following   information,   whether  such
     information  is on the Company's  forms,  memos,  computer disc or tape, or
     otherwise and whether such  information is in written or verbal form: sales
     information, operations information, financial information,  administrative
     information,  research  information,   technical  information,   scientific
     information,  data, designs, formulas, and any other information concerning
     the Company,  its business,  its properties or its affairs that the Company
     deems to be  confidential  or that is  confidential  according  to industry
     practices.  The Employee  understands  and agrees that his  obligations set
     forth herein shall  continue  for so long as any  information  as set forth
     above is deemed confidential and/or proprietary by the Company or according
     to industry practices. The Employee further agrees that upon termination of
     this Agreement for any reason,  he will promptly  return to the Company all
     information of the type described above within his possession or within his
     power  to  control,  including,  without  limitation  all  copies  of  such
     information,  all abstracts of such  information and any other  information
     containing such information in whole or in part.

     (e) The  Employee  agrees to assign and  transfer to the Company his entire
     right,  title and interest in and to any and all  inventions,  discoveries,
     improvements,   innovations,  know-how,  new  ideas,  formulas,  processes,
     techniques or concepts (collectively  "Inventions")  created,  conceived or
     developed by Employee, either solely or jointly with others, arising out of
     or during  the  course  of  employment  with the  Company  relating  to the
     Business  together  with all rights to letters  patent which may be granted
     thereon and that such Inventions shall inure to and be the sole property of
     the Company.  Immediately  upon the making any  Inventions,  Employee shall
     notify the Company thereof and shall thereafter  execute and deliver to the
     Company without further compensation such documents as may be


                                      -75-
<PAGE>

     necessary to prepare and prosecute applications for letters patent upon any
     such  Inventions,  and to assign and transfer to the Company the Employee's
     entire  right,  title and  interest in and to any and all  Inventions.  The
     Employee  agrees that he will cooperate with the Company in connection with
     the foregoing after termination of this Agreement.

     5.3 In the  event  of a  violation  of  Section  5.2,  if the  Employee  is
prevented  by a court  from  committing  any  further  violation,  whether  by a
temporary restraining order, injunction or otherwise, the time periods set forth
in Section 5.2 shall be computed  by  commencing  the periods on the date of the
applicable  court order and  continuing  them from that date for the full period
provided.

     5.4 In the event of a  violation  of  Section  5.2,  the  Company  shall be
entitled to seek injunctive relief in addition to damages and other remedies for
the  violation,  and  additionally,  the Company shall be entitled to reasonable
attorneys' fees and all costs incurred for the enforcement of this Agreement and
the Company shall be relieved of any further  obligation to pay any compensation
or  severance to Employee  and the  Employee  shall have no further  rights with
respect to  benefits,  including  but not  limited to stock  options not already
vested which shall expire, except as is required by law.

     5.5 The Employee shall have the right to request a waiver of all or part of
the  restrictions  contained  in Section 5.2 by  providing  the  Company  with a
written statement  containing all relevant details. The Company may, in its sole
discretion,  waive all or part of the  restrictions  contained in Section 5.2 on
such terms and conditions,  and to such extent,  as it, in its sole  discretion,
deems appropriate. Such waiver must be in writing.

     5.6  Notwithstanding  the termination of this  Agreement,  Section 5 hereof
shall  continue  in full force and effect for the periods of time  provided  for
therein.

6    MISCELLANEOUS
     -------------

     6.1 This Agreement expresses the entire  understanding and agreement of the
parties and supersedes any and all prior agreements and understandings,  whether
written or oral,  relating in any way to the subject  matter of this  Agreement.
This Agreement cannot be modified,  amended or supplemented  except by a written
instrument or instruments executed by each of the parties hereto.

     6.2 All  notices  concerning  this  Agreement  shall be deemed to have been
received two (2) days after being properly sent by commercial  overnight courier
to the address below:


     If to the Company:

                 E-Z-EM, Inc.
                 717 Main Street
                 Westbury, NY 11590
                 Att: Howard Stern, Chairman of the Board


     If to Employee:

                 Anthony A. Lombardo
                 E-Z-EM, Inc.
                 717 Main Street
                 Westbury, NY 11590


                                      -76-
<PAGE>

     6.2 All rights and remedies  herein granted or referred to are  cumulative,
resort to one shall not preclude resort to another. No waiver by either party of
a breach of this Agreement,  or any part hereof,  shall be deemed to be a waiver
of any other prior,  concurrent  or  subsequent  breach of the same or different
provisions of this Agreement.

     6.3 If an action is  commenced  to enforce the  performance  of any part of
this  Agreement,  including,  without  limitation,  any  order or  release  made
hereunder,  the prevailing  party shall be reimbursed by the other party for all
reasonable attorneys' fees and expenses.

     6.4 This Agreement shall be governed by and construed under the laws of the
State of New York.  If any  provision  of this  Agreement  shall be  invalid  or
unenforceable,  this  Agreement  shall be deemed  amended but only to the extent
required to make it valid and enforceable, and this Agreement as thereby amended
shall remain in full force and effect.

     6.5 Employee  represents  and warrants  that Employee is not subject to any
agreement, whether written or oral, contract, order, judgement, or decree of any
kind that would prevent Employee from entering into this Agreement or performing
his duties and obligations hereunder.

     6.6 The section headings appearing in this Agreement are inserted only as a
matter convenience and in no way define,  limit,  construe or describe the scope
or extent of such section or in any way affect such section.

     IN WITNESS  WHEREOF,  the  Company  and the  Employee  have  executed  this
Agreement as of the day and year set forth below.

    E-Z-EM, Inc.


    /s/ Howard S. Stern                             /s/ Anthony A. Lombardo
    --------------------------------                ---------------------------
    Howard S. Stern, Chairman of the                Anthony A. Lombardo
                   Board

    Date: February 23, 2000                         Date: February 23, 2000
         --------------------                            --------------------


                                      -77-
</TEXT>
</DOCUMENT>
