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                                                                       EXHIBIT G
 
                                 INNOTECH, INC.
                               5568 AIRPORT ROAD
                            ROANOKE, VIRGINIA 24012
 
                                                                October 16, 1996
 
Horace N. Hudson
709 Debra Lane
Roanoke, Virginia 24153
 
Dear Mr. Hudson:
 
     This letter will confirm our agreement to amend your Employment Agreement
dated as of August 23, 1995 (the "Agreement") as follows:
 
     Section 2.1. of the Agreement is hereby modified to increase your Base
Salary (as defined in the Agreement) to $125,000 effective October 2, 1996.
 
     Except as hereby modified, the Agreement remains in full force and effect.
 
     Please acknowledge your agreement with the foregoing by signing the
enclosed copy of this letter in the space provided below and returning it to us.
 
                                          Very truly yours,
 
                                          INNOTECH, INC.
 
                                          By: /s/ RONALD D. BLUM
 
                                            ------------------------------------
                                            Ronald D. Blum, O.D.
                                            Chairman and Chief
                                            Executive Officer
 
AGREED TO AND ACCEPTED
 
/s/ HORACE N. HUDSON
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Horace N. Hudson