EMPLOYMENT AGREEMENT



         Employment Agreement, effective as of April 25, 2001, between

InterSystems, Inc., a Delaware corporation (the "Company" or "Employer"), and

Herbert M. Pearlman, an individual with an address at c/o Helm Capital Group,

Inc., 537 Steamboat Road, Greenwich, CT 06830 ("Employee").



         WHEREAS, Employee is currently employed by the Company to serve as its

Chairman of the Board;



         WHEREAS, Employee and the Company desire to modify Employee's role with

the Company and concomitantly his employment arrangement;



         WHEREAS, the Company desires to employ, on the terms and subject to the

conditions set forth herein, the Employee;



         WHEREAS, the Employee desires to be employed by the Company on the

terms and conditions set forth herein;



         NOW THEREFORE, in consideration of the foregoing premises and the

mutual covenants hereinafter set forth, the parties agree as follows:



1.       EMPLOYMENT:



         The Company hereby employs the Employee, and the Employee hereby

accepts employment, upon the terms and conditions hereinafter set forth.

Employee agrees that he has no employment or other severance rights of any kind

or nature with the Company or its subsidiaries other than expressly provided in

this Agreement and that any and all other employment agreements between the

Company (or any of its subsidiaries) and him are hereby terminated and of no

further force and effect. Employee hereby resigns as the Company's Chairman of

the Board of Directors and from all other offices he currently holds with the

Company or any of its subsidiaries effective as of the date hereof.



2.       TERM:



         Subject to the provisions of termination as hereinafter provided, the

term of this Agreement shall begin on the date hereof and shall continue until

December 31, 2009 (such time period, subject

<PAGE>   2

to earlier termination in accordance with the terms and provisions of this

Agreement, being referred to as the "Employment Period").



3.       COMPENSATION:



         For all Employee's services hereunder the Company shall pay to Employee

or for Employee's benefit the following amounts:



         A. An annual salary (the "Base Salary") that shall be at the per annum

         rate of $60,000 for each calendar year during the Employment Period;



         B. An allowance for the office expenses (the "Office Expense

         Allowance") of Employee at the following per annum rates: $36,000

         during calendar year 2001; $30,600 during calendar year 2002; $25,200

         during calendar year 2003; $19,800 during calendar year 2004; and

         $15,000 during 2005 and for each calendar year thereafter during the

         Employment Period.



         C. An allowance to be applied to the premiums on a life insurance

         policy or policies insuring Employee's life and payable to such

         beneficiaries as he shall from time to time direct (the "Insurance

         Allowance"; the Base Salary, the Office Expense Allowance, the

         Insurance Allowance, and the "Health Coverage Amount" (defined below)

         are collectively referred to as the "Employment Compensation"), such

         Insurance Allowance to be payable at the following per annum rates:

         $40,177 during calendar year 2001 (which amount is the total annual sum

         currently being paid by the Company with respect to life insurance

         insuring Employee's life and payable to his beneficiaries); $34,150

         during calendar year 2002; $28,123 during calendar year 2003; $22,096

         during calendar year 2004; and $16,069 during calendar year 2005.

         Notwithstanding anything to the contrary contained in this Agreement,

         no Insurance Allowance shall be payable for any portion of the

         Employment Period after 2005.



         The Base Salary shall be payable in equal installments in conformity

with the regular payroll policy of the Company. The Office Expense Allowance

shall be payable by the Company to Employee, or as Employee otherwise directs,

in equal monthly installments during the Employment Period, with each such

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