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                                  EXHIBIT 10.7

                        AMENDMENT TO CONSULTING AGREEMENT


         THIS AMENDMENT TO CONSULTING AGREEMENT made and entered to this 31st
day of December, 1998, by and among GENELINK, INC. (the "Company"), a
Pennsylvania corporation, and ROBERT P. RICCIARDI, PH.D. (the "Consultant").

                                   BACKGROUND

         The Company and the Consultant are parties to a Consulting Agreement
dated as of February, 1998 (the "Consulting Agreement"). The parties desire to
amend the Consulting Agreement as set forth below.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1.       Amendment to Consulting Agreement. Section 7(a) of the
                  Consulting Agreement is hereby amended by deleting current
                  Section 7(a) and replacing it in its entirety as follows:

                  "(a) Consultant is granted the right and option to purchase
1,000,000 shares (the "Shares") of the Company's Common Stock, exercised at the
price of $.10 per Share, which right and option may be exercised from time to
time, in whole or in pat, on a cumulative basis at any time. Subject to the
provisions of this Section 7(a) to the contrary, in the event that Consultant
ceases to be an employee, consultant, representative or agent of the Company on
or before the dates listed below, Consultant shall be obligated to forfeit to
the Company any and all Shares exercised by Consultant in excess of the number
of Shares set forth below:




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<TABLE>
<CAPTION>
No. of Shares                        No. of Shares

Consultant May Retain     Subject to                Termination
---------------------     ----------                -----------
                                       Forfeiture   Date
                                       ----------   ----
<S>                        <C>         <C>
         200,000           800,000     Prior to January 1, 1999
         400,000           600,000     Prior to January 1, 2000
         600,000           400,000     Prior to January 1, 2001
         800,000           200,000     Prior to January 1, 2002
       1,000,000                 0     On or after January 1, 2002
</TABLE>

Notwithstanding anything in this Section 7(a) to the contrary, Consultant's
obligation to forfeit any Shares he has purchased shall terminate upon a "change
in control" of the Company. For purposes of this Agreement, the term "change in
control" shall be deemed to have occurred when (i) the sale in any one or more
related transaction of 33% or more of the outstanding voting stock of the
Company, (ii) the Company sells 50% or more of its assets in one or a number of
related transactions, or (iii) as a result of a tender offer, merger,
consolidation, sale of assets, or contest for election of directors, or any
combination of the foregoing transactions or events, individuals who were
members of the Board of Directors of the Company immediately prior to any such
transaction or event. The Consultant may exercise 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 form time to time. In the alternative, the
Consultant may use Shares owned by the Consultant, valued at the then prevailing
market price of the Shares."

         2.       No Other Amendment. The Consulting Agreement as amended hereby
                  remains in full force in effect and, except as expressly as
                  stated herein, there are no other amendments thereto.






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         IN WITNESS WHEREOF, the parties have executed this Amendment to
Consulting Agreement as of the date set forth above.

                                          GENELINK, INC.


                                          By:  /s/ John R. DePhillipo
                                             --------------------------------
                                                  Chief Executive Officer


                                          By: /s/ Robert P. Ricciardi
                                             --------------------------------
                                                  Robert P. Ricciardi, Ph.D.







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