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                                  EXHIBIT 10.6

                              CONSULTING AGREEMENT

         CONSULTING AGREEMENT ("Agreement") made and entered as of February 24,
1998 by and among GENELINK, INC. (the "Company"), a Pennsylvania corporation and
ROBERT P. RICCIARDI, PH.D. (the "Consultant").

                                   BACKGROUND

         The parties want to enter into a consulting agreement and to set forth
the terms and conditions of the Consultant's relationship with the Company.
Accordingly, in consideration of the mutual covenants and agreements set forth
herein and the mutual benefits to be derived herefrom, and intending to be
legally bound, the Company and the Consultant agree as follows:

         1. ENGAGEMENT

                  (a) Duties. The Company will engage the Consultant, on the
terms set forth in this Agreement, as a consultant and Treasurer. The Consultant
accepts such relationship with the Company and will perform and fulfill such
duties as are reasonable and necessary for such position for the Company and its
subsidiaries, devoting his best efforts to the performance and fulfillment of
his duties and to the advancement of the interests of the Company, subject only
to the direction of the Board of Directors of the Company (the "Board"). In no
event will the Consultant be required to provide more than eight (8) hours of
consulting services in any week. Notwithstanding the foregoing, the Company will
not require Consultant to provide more hours of service per week than would be
allowed by his current (or any future) position with the University of
Pennsylvania or other academic institution.




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                  (b) Place of Performance. In his engagement by the Company,
the Consultant will be based in the Philadelphia, Pennsylvania metropolitan
area, except for required travel on Company business.

         2. TERM

         The Consultant's engagement under this Agreement will be for a five
year term (the "Term") commencing as of the date of an initial closing of the
Company' limited offering (the "Commencement Date") and will continue
uninterrupted for the Term. Each year, unless one party notified the other party
in writing by sixty (60) days prior to the anniversary of the Commencement Date
(the "Anniversary Date"), on the Anniversary Date, the parties will
automatically extend the Term for an additional year. The parties intend the
effect that a full five year Term will always exist under this Agreement.

         3. COMPENSATION

                  (a) Base Compensation. During the Term, the Consultant will be
entitled to receive annual compensation in the calendar year 1998 of $30,000 and
in the calendar year of 1999 of $60,000 (the "Base Compensation"). Each year
thereafter, Consultant will be entitled to an increase in the Base Compensation
equal to the greatest of: (i) the percentage increase in the Consumer Price
Index for the previous year as reported by the United States Department of
Commerce; (ii) 10%; or (iii) an amount determined by the Board or a committee of
the Board designated for this purpose, payable in installments at such time as
the Company customarily pays its senior management (but in any event no less
often than monthly). The increase determined in the previous sentence will be
added to the then current Base Compensation to become the Base Compensation for
purposes of this Agreement.




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                  (b) If there is a change in control such as would require the
Company to file a Form 8-K with the Securities and Exchange Commission if the
Company was a reporting company under the Securities Exchange Act of 1934 (a
"Change in Control"), the Consultant will be entitled to be paid a lump sum
payment equal to the aggregate Base Compensation, with minimum 10% increases
each year, for the next five years, and a lump sum bonus equal to five times the
largest bonus paid to Consultant under this Agreement. The Company will pay the
payments required under the previous sentence within 30 days of the Change in
Control.
                  (c) Bonus. Consultant will receive an annual bonus according
to a Company Bonus Plan adopted by the Board.

         4. INSURANCE AND OTHER BENEFITS

         During the Term, the Consultant will be entitled to opt into all
benefits offered by the Company to its key management employees, including,
without limitation, all pension, profit sharing, retirement, stock option,
deferred compensation, disability insurance, survivor benefits, life insurance
or any other benefit plan or arrangement established and maintained by the
Company, subject to the rules and regulations then in effect regarding
participation therein. In addition, the Company will obtain and fund for
Consultant a life insurance policy for $1,000,000, with beneficiary to be named
by Consultant.

         5. REIMBURSEMENT OF EXPENSES

         The Company will reimburse Consultant for all items of travel,
entertainment and miscellaneous expenses that the Consultant reasonably incurs
in the performance of his duties hereunder, if the Consultant submits to the
Company evidence supporting these expenses as the Company may reasonably
require.




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         6. OPTIONS: GRANT OF SHARES

         Upon the execution of this Agreement, the Company will issue to
                           Consultant options to purchase 1,000,000 shares (the
                           "Shares") of the Company's common stock $.01 par
                           value, exercisable at the price of $0.10 per Share.
                           These options will expire ten years from the date
                           hereof and will vest as follows:

         200,000 Shares upon execution of this Agreement, and
                  200,000 Shares each January 1, beginning January 1, 1999.
                           Options will be exercisable upon vesting. If there is
                           a Change of Control, all unvested options will be
                           immediately exercisable. The Consultant may exercise
                           vested options by giving the Company a note equal to
                           the exercise price of the options exercised, which
                           will bear interest at a floating rate equal to the
                           Federal Funds Rate published in the Wall Street
                           Journal as adjusted from time to time. In the
                           alternative, the Consultant may use Shares owned by
                           the Consultant may retire debt of the Company to the
                           Consultant in return for Shares. Shares issued or to
                           be issued pursuant to these options will be
                           registered for re-sale by the Company on a Form S-8
                           as soon as the Company is eligible to use Form S-8.
                           The Company will bear the entire cost of such
                           registration.




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         The Consultant will also be eligible to participate in any stock
                           option, stock grant, phantom stock, or other
                           incentive plan when, as and if approved by the Board.
                           Eligibility in no way creates an obligation of the
                           Company to issue options to the Consultant, which
                           will be in the sole and absolute discretion of the
                           Compensation Committee of the Board.

                  The stock grants and options granted under this Section 6 of
                           the Agreement will be adjusted for any
                           recapitalizations, stock dividends, stock splits or
                           other changes in the Company's capital stock.

         7. TERMINATION OF EMPLOYMENT

Death and Total Disability. If the Consultant dies during the Term, this
                           Agreement will end as of the date of the Consultant's
                           death. The Company will pay the Consultant's
                           compensation for the remaining Term to Consultant's
                           beneficiary or estate. In case of Total Disability
                           (as defined below) of the Consultant for any
                           consecutive twelve months during the Term, the
                           Company will have the right to end this Agreement by
                           giving the Consultant thirty (30) days' prior written
                           notice, and upon the expiration of such thirty (30)
                           day period, the Consultant's employment under this
                           Agreement will end. If there is such a termination,
                           the Company will pay Consultant his Compensation for
                           the remaining Term. If the Consultant will resume his
                           duties within thirty (30) days after receipt of such
                           a notice of termination, this Agreement will continue
                           in full force and effect. Upon termination of this
                           Agreement under this Section 9(a), the Company will
                           have no further obligations or liabilities under this
                           Agreement, except to pay to the Consultant's estate
                           or the Consultant, as the case may be, the portion of
                           Compensation that remains unpaid for the Term,
                           including minimum increases and continuation of
                           benefits.
                           The term "Total Disability", as used herein, will man
a mental or physical condition that in the reasonable opinion of an independent
medical doctor selected by the Company renders the Consultant unable or
incompetent to carry out the material duties and responsibilities of the
Consultant under this Agreement at the time the Consultant incurred the
disabling condition. If the Consultant is covered under any policy of disability
insurance under Section 4, the definition of Total Disability hereunder will be
the definition of that term in such policy.

                  The Company may only terminate this Agreement for cause under
                           this Section 9(b) or under Section 9(a) of this
                           Agreement. Cause for termination exists only if the
                           Consultant is convicted of a felony involving fraud
                           or violation of the Federal Securities laws, or a
                           court of competent jurisdiction finds that the
                           Consultant has engaged in conduct involving the
                           Company that constitutes gross negligence or
                           intentional misconduct. If the Company terminates the
                           Consultant under this section, all unvested options
                           or stock grants will be void and the Consultant will
                           not receive any Compensation or benefit continuation.



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         8. NO MITIGATION

         This Agreement does not require the Consultant to mitigate the amount
of any payment or benefit provided for in this Agreement by seeking other
employment or otherwise, nor will the amount of any payment provided for in this
Agreement be reduced by any compensation earned by the Consultant as the result
of his employment by another employer.

         9. RESTRICTIVE COVENANT

                  Competition. Consultant undertakes and agrees that until two
                           years after termination of this Agreement, he will
                           not compete, directly or indirectly, or participate
                           as a director, officer, employee, consultant agent,
                           consultant, representative or otherwise, or as a
                           stockholder, partner or joint venturer, or have any
                           direct or indirect financial interest, including,
                           without limitation, the interest of a creditor, in
                           any business competing directly or indirectly with
                           the business of Company or any of its subsidiaries.

         Trade Secrets. During the Term and after termination for any reason,
                           Consultant will not reveal, divulge, copy or
                           otherwise use any trade secret of the Company or its
                           subsidiaries, it being acknowledged that all such
                           information and materials compiled or obtained by or
                           disclosed to Consultant while employed by the Company
                           or its subsidiaries hereunder or otherwise are
                           confidential and are the exclusive property of the
                           Company and its subsidiaries.

         Injunctive Relief. The parties hereto agree that the remedy at law for
                           any breach of the provisions of this Section 9 will
                           be inadequate and that this Agreement entitles the
                           Company or any of its subsidiaries or other
                           successors or assigns to injunctive relief without a
                           bond. Such injunctive relief will not be exclusive,
                           but will be in addition to any other rights and
                           remedies Company or any of its subsidiaries or their
                           successors or assigns might have for such breach.

         Scope of Covenant. Should the duration, geographical area or range or
                           proscribed activities contained in subparagraph (a)
                           be held unreasonable by any court of competent
                           jurisdiction, then such court may modify the
                           duration, geographical area or range of proscribed
                           activities to such degree as to make it or them
                           reasonable and enforceable.

         10. INDEMNITY

                  The Company will indemnify and hold the Consultant harmless to
the maximum extent permitted by law against any claim, action, demand, loss,
damage, cost, expense, liability or penalty arising out of any act, failure to
act, omission or decision by him while performing services as an officer,
director or employee of the Company, other than an act, omission or decision by
the


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Consultant that is not in good faith and is without his reasonable belief that
the same is, or was, in the best interests of the Company. To the extent
permitted by law, the Company will pay all attorneys' fees, expenses and costs
actually incurred by the Consultant in the defense of any of the claims
referenced herein.

         11. MISCELLANEOUS

                  Notices. Any notice, demand or communication required or
                           permitted under this Agreement will be in writing and
                           will either be hand-delivered to the other party or
                           mailed to the addresses set forth below by registered
                           or certified mail, return receipt requested or sent
                           by overnight express mail or courier or facsimile to
                           such address, if a party has a facsimile machine.
                           Notice will be deemed to have been given and received
                           when so hand-delivered or after three business days
                           when so deposited in the U.S. Mail, or when
                           transmitted and received by facsimile or sent by
                           express mail properly addressed to the other party.
                           The addresses are:

                  To the Company:           GeneLink, Inc.
                                            P.O. Box 3212
                                            Margate, NJ 08402
                                            Fax No. (609) ____-________


                  To the Consultant:


The parties may change the foregoing addresses at any time by written notice
given in the manner herein provided.

                  Integration; Modification. This Agreement is the entire
                           understanding and agreement between the Company and
                           the Consultant regarding its subject matter and
                           supersedes all prior negotiations and agreement,
                           whether oral or written, between them with respect to
                           its subject matter. This Agreement may not be
                           modified except by a written agreement signed by the
                           Consultant and a duly authorized officer of the
                           Company.

                  Enforceability. If any provision of this Agreement will be
                           invalid or unenforceable, in whole or in part, such
                           provision will be deemed to be modified or restricted
                           to the extent and in the manner necessary to render
                           the same valid and enforceable, or will be deemed
                           excised from this Agreement, as the case may be, and
                           this Agreement will be construed and enforced to the
                           maximum extent permitted by law as if such provision
                           had been originally incorporated herein as so
                           modified or restricted, or as if such provision had
                           not been originally incorporated herein, as the case
                           may be.

                  Binding Effect. This Agreement will be binding upon and inure
                           to the benefit of the parties, including and their
                           respective heirs, executors, successors and assigns,
                           except that the Consultant may



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                           not assign this Agreement.

                  Waiver of Breach. No waiver by either party of any condition
                           or of the breach by the other of any term or covenant
                           continued in this Agreement, whether by conduct or
                           otherwise, in any one or more instances will be
                           deemed or construed as a further or continuing waiver
                           of any such condition or breach or a waiver of any
                           other condition, or the breach of any other term or
                           covenant set forth in this Agreement. Moreover, the
                           failure of either party to exercise any right
                           hereunder will not bar the later exercise of it.

                  Governing Law and Interpretation. The internal laws of the
                           Sate of New Jersey will govern this Agreement. Each
                           party agrees that he or it, as the case may be, will
                           deal fairly and in good faith with the other party in
                           performing, observing and complying with the
                           covenants, promises, duties, obligations, terms and
                           conditions to be performed, observed or complied with
                           by him or it, as the case may be, hereunder; and that
                           this Agreement shall be interpreted, construed and
                           enforced according to this covenant despite any law
                           to the contrary.

                  Headings. The headings of the various sections and paragraphs
                           have been included herein for convenience only and
                           will not be considered in interpreting this
                           Agreement.

                  Counterparts. The parties may execute this Agreement in
                           several counterparts, each of which will be deemed to
                           be an original but al of which together will make up
                           the same instrument.

IN WITNESS WHEREOF, the Consultant and the duly authorized officers of the
Company have executed this Agreement on the date first written above.

                                    GENELINK, INC.


                                    By:   /s/ John R. DePhillipo
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                                              John R. DePhillipo

                                           /s/ Robert P. Ricciardi
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                                               Dr. Robert P. Ricciardi







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