Exhibit 10.10

                             EMPLOYMENT AGREEMENT


      AGREEMENT  made this 14th day of December  1999,  by and  between  Rebecca
Klafter  having an  address  at 102  Bristol  Drive,  Woodbury,  New York  11797
(hereinafter  referred to as the  "Employee")  and Bio- Reference  Laboratories,
Inc., a New Jersey  corporation with principal  offices located at 481 Edward H.
Ross Drive,  Elmwood  Park,  New Jersey  07407  (hereinafter  referred to as the
"Company").
                                  WITNESSETH:

      WHEREAS,  the Company is a New Jersey Corporation  engaged in the clinical
laboratory business; and

      WHEREAS,  the Employee is the chief executive officer and sole stockholder
of Right Body Foods Inc., a New York  corporation  engaged in the manufacture of
certain  health food  products at its facility at 118 Jackson  Avenue,  Syosset,
Long Island, New York 11791 ("RBF") and the distribution of such products in the
greater New York metropolitan area (the "Health Food Business"); and

      WHEREAS, the Company has agreed through its wholly-owned subsidiary,  BRLI
No. 1 Acquisition  Corp.  ("BRLI Acq. Corp.") to purchase certain assets used by
RBF in its operation of the Health Food Business so as to enable BRLI Acq. Corp.
to operate the Health Food Business; and



<PAGE>



      WHEREAS,  the Company is  unwilling to effect such  purchase  unless it is
able to employ the  Employee to serve as  Director  of the Health Food  Business
operations  of BRLI Acq.  Corp.  and to obtain the  Employee's  agreement not to
compete with the Company  and/or BRLI Acq.  Corp. in the operation of the Health
Food Business; and

      WHEREAS,  the Employee  desires to commence  employment  with the Company,
pursuant to the terms and conditions  herein set forth,  superseding any and all
prior  agreements,  express or implied,  between the Company,  its  subsidiaries
and/or predecessors and the Employee;

      NOW THEREFORE,  it is mutually agreed by and between the parties hereto as
follows:



                                   ARTICLE I
                                  EMPLOYMENT
      Subject  to and upon the  terms  and  conditions  of this  Agreement,  the
Company  hereby  employs the  Employee,  and the  Employee  hereby  accepts such
employment in her capacity as Director of the Health Food Business operations of
BRLI Acq.  Corp.  The  Company  agrees  that  during the term of her  employment
hereunder, the Employee will be consulted with by the president and/or the

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executive vice president of the Company with regard to and will be provided with
the  opportunity to review each recipe as well as each proposed change in recipe
with respect to each food product  manufactured  and  distributed  by the Health
Food Business.
      Employee   represents  and  warrants  that  there  is  no  restriction  or
impediment,  contractual  or  otherwise  to her  accepting  such  employment  as
provided for herein,  and that she is not in breach or violation of any covenant
or agreement with any party relating to her employment.  Employee represents and
warrants,  and covenants and agrees that in entering  into  employment  with the
Company  and in the  performance  of her duties  that she is not  utilizing  any
secret or confidential information of any other person.

                                  ARTICLE II
                                    DUTIES
      (A) The Employee shall, during the continuation of her employment with the
Company,  and  subject  to the  direction  and  control of the  Company's  Chief
Executive  Officer and Chief  Operating  Officer,  perform  such  executive  and
marketing  duties  and  functions  as she may be called  upon to perform by such
executive officers during the terms of this Agreement principally on Long Island
in the State of New York but also in the State of New Jersey.
      (B) During the  continuation  of her  employment,  the Employee  agrees to
devote her full time to the  performance  of her duties for the  Company  and to
render such services for any subsidiary or

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affiliate  corporation of the Company  including  BRLI Acq. Corp.  provided that
from the date hereof through  December 31, 1999, the Employee shall be permitted
to render her services  hereunder on a part-time basis provided that she devotes
a minimum of 25 hours per five-day  week  (pro-rated  for partial  weeks) to the
performance of her duties hereunder.
      (C) The Employee  shall  perform to the best of her ability the  following
services  and  duties  for  the  Company  and  its   subsidiary   and  affiliate
corporations (by way of example, and not by way of limitation):

      (i) Those duties  attendant to the position with the Company and BRLI Acq.
Corp. for which she is being hired, including the establishment,  supervision of
manufacturing and marketing of products for the Health Food Business;

      (ii)  Assisting  the  Company  and BRLI Acq.  Corp.  in the  planning  and
implementation of all sales promotion,  advertising, public relations, personnel
and product development programs for the Health Food Business;

      (iii) Promotion of the relationships of the Company and its subsidiary and
affiliate   corporations   including  BRLI  Acq.  Corp.  with  their  respective
employees, customers, suppliers and others in the business community.

      (iv) Working with the Company's and BRLI Acq. Corp.'s  professional  staff
toward the  development  of  special  programs  to offer  Health  Food  Business
products and services to physicians and healthcare facilities.

                                      4

<PAGE>




                                  ARTICLE III
                                 COMPENSATION
      Solely during the time that this Employment Agreement is in full force and
effect,  the Company shall make the following payments to the Employee and shall
provide her with the following  benefits as compensation for all of her services
rendered hereunder.
      (A) Salary - initially at the rate of $150,000 per annum (the "Annual Base
Salary"),  payable in weekly  installments or pursuant to the Company's  regular
pay periods.  For each successive twelve- month period that this Agreement is in
effect beginning with the twelve-month  period commencing  November 1, 2000, the
Annual Base Salary in effect  immediately prior to such November 1 date shall be
increased (but never  decreased) by the same percentage  increase as that of the
percentage  increase in the  Consumer  Price Index -- All Items for the New York
metropolitan  area for the month of November in the  successive  period over the
first month of the twelve-month or shorter fiscal period then ended.
      (B)  Signing  Bonus  - in the  aggregate  amount  of  $100,000  paid in 24
consecutive   equal  monthly   installments  of  $4,166.67,   without  interest,
commencing February 1, 2000.
      (C)  Commission  Bonus and Bonus  Guarantee - The Employee  will be paid a
"Commission  Bonus" in an amount equal to the following  percentages  of the net
cash receipts (net of required credits and refunds) during the period commencing
on the date hereof and ending

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on October 31, 2000 and during each  successive  twelve-month  period,  actually
collected by the division or subsidiary of the Company  organized to operate the
Health Food Business, which receipts are attributable to such business:

      Collected Cash Receipts                         Bonus-Percentage of the
      In excess of               Not more than       Collected Net Cash Receipts
      ------------               -------------       -------------------------

           --                      $ 1,000,000                   None
        $ 1,000,000                $ 5,000,000                    5%
        $ 5,000,000                $10,000,000                    2%
        $10,000,000                $20,000,000                    1%

      By way of example,  if the net cash receipts (net of required  credits and
refunds) of the Health Food  Business  actually  collected  during an applicable
period  totalled  $7,500,000,  the Commission  Bonus with respect to such period
would be  $250,000  ($0 +  $200,000  +  $50,000)  subject to offset by the Bonus
Guarantee  hereinafter  described.  No net cash  receipts  collected  during one
period  shall be carried  back or forward  to a prior or  subsequent  period for
purposes  of  computing  the  Commission  Bonus  with  respect  to such prior or
subsequent period.  Each Commission Bonus shall be paid within 60 days after the
close of each such period. The Company agrees that the Health Food Business will
be operated  through BRLI Acq.  Corp. The Company agrees to provide the Employee
and her agents with access to the books and records of the Health Food  Business
on a  quarterly  basis  during  normal  business  hours in order to  verify  the
"Collected Cash Receipts" of the Health Food Business.

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      With respect to the initial period only  commencing on the date hereof and
ending on October 31, 2000 (the "First Bonus  Period"),  the Employee shall also
be paid a $50,000 non-refundable "Bonus Guarantee" against her Commission Bonus.
Such  Bonus  Guarantee  shall  be  paid  in  twelve  consecutive  equal  monthly
installments of $4,166.66,  without  interest,  commencing  February 1, 2000 but
shall be credited  solely  against the Employee's  Commission  Bonus earned with
respect to the First Bonus Period.  By way of example,  if the net cash receipts
of the Health Food  Business  actually  collected  during the First Bonus Period
totalled  $1,800,000,  the Employee  will be entitled to retain her entire Bonus
Guarantee  of  $50,000  as it is  non-refundable  but  would  not  be  paid  any
Commission  Bonus with  respect to such  period as the $50,000  Bonus  Guarantee
exceeds the $40,000  Commission  Bonus to which she would otherwise be entitled.
If such net cash receipts during the First Bonus Period totalled $5,500,000, the
Employee would be paid a $160,000  Commission  Bonus ($210,000  Commission Bonus
less $50,000  Bonus  Guarantee)  but would also be entitled to retain her entire
Bonus Guarantee of $50,000 as it is non-refundable.
      (D) Other  Benefits - The Company  will  provide the  Employee  with three
weeks of paid vacation for each  approximately 12 month period ending October 31
commencing  with the period  ending  October 31, 2000,  on such dates as she may
elect, as well as  participation  on an equitable  basis in any medical,  health
benefit or other employee benefit plan established for senior  management of the
Company. The Company will provide the Employee with a $500 per

                                      7

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month  automobile  allowance  towards lease or purchase and  insurance  coverage
costs and will  reimburse  the Employee  upon  presentation  of the  appropriate
vouchers for business and travel expenses  incurred by the Employee on behalf of
the Company as well as for reasonable  maintenance and repairs of the automobile
used by the Employee in connection with the Health Food Business.
      (E) Key-Man  Life  Insurance  - In the event the Company  wishes to obtain
"Key-Man"  Life  Insurance  on the  life of the  Employee,  Employee  agrees  to
cooperate  with the Company in completing any  applications  necessary to obtain
such insurance and to promptly submit to such physical  examinations and furnish
such  information  as any  proposed  insurance  carrier may  request,  providing
Employee is insurable.

                                  ARTICLE IV
                             TERM AND TERMINATION
      The term of this Agreement shall be for a period of approximately five (5)
years commencing on the date hereof and terminating on October 31, 2004.
      The  Company,  at its option,  exercised  in writing not less than 30 days
prior to the end of such term (the "Initial Term"), may elect to extend the term
of this Agreement for an additional  twelve-month  period terminating on October
31, 2005 (the "First Extension Year"). In the event of such election, all of the
terms and  conditions  of this  Agreement  shall remain in full force and effect
except that (a) the Employee's Annual Salary in effect at

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the end of the Initial  Term shall be increased by 10% but shall not be modified
by changes in the Consumer  Price Index;  (b) the Employee shall not be entitled
to an additional  Signing Bonus or a Bonus  Guarantee;  but (c) the terms of the
Commission Bonus shall remain in full force and effect.
      If the Company so extends the Initial Term for a First  Extension Year, it
may at its option, exercised not less than 30 days prior to the end of the First
Extension  Year,  extend  the term of this  Agreement  for a  second  additional
twelve-month  period  terminating  on October  31, 2006 (the  "Second  Extension
Year").  In the event of such election,  all of the terms and conditions of this
Agreement  shall remain in full force and effect except that (a) the  Employee's
Annual  Salary  during the Second  Extension  Year shall  remain the same as her
Annual  Salary  in  effect  during  the  First  Extension  Year and shall not be
modified by changes in the Consumer  Price Index;  (b) the Employee shall not be
entitled to an additional Signing Bonus or a Bonus Guarantee;  but (c) the terms
of the Commission Bonus shall remain in full force and effect.
      The Company shall have the right to terminate  this  Agreement upon twenty
(20) days prior  written  notice to the Employee  for "cause,"  defined as gross
dereliction  of  duty,  gross  negligence  affecting   Employee's   performance,
conviction of a "crime," or substantial violation of the terms of this Agreement
provided  that prior to the  expiration  of such twenty (20) day period,  if the
Employee  is able to and  cures  such  "cause,"  such  termination  will  not be
effective. For purposes of this Agreement, "crime" is

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defined as a felony or a crime of high moral turpitude,  but in no event shall a
traffic  offense or an offense  which is  considered  to be a disorderly  person
offense or a  misdemeanor  be deemed a "crime"  permitting  termination.  In the
event of termination of this Agreement "for cause," no unpaid or future payments
required  hereunder  including payments of Annual Salary, the Signing Bonus, the
Commission  Bonus and/or the Bonus Guarantee shall be required to be paid to the
Employee after such termination date.

                                   ARTICLE V
                NON-DISCLOSURE OF INFORMATION AND TRADE SECRETS

      Employee  acknowledges  that BRLI Acq. Corp. has purchased  certain secret
information  relating to the Health Food Business  including  business plans and
programs,  marketing plans, contractual arrangements with others,  formulations,
recipes and customer lists and that in the course of her duties  hereunder,  the
Company  and/or  BRLI Acq.  Corp.  will make  available  to her and she may also
develop additional secret information of like nature relating to the Health Food
Business. All of such secret information whether purchased by BRLI Acq. Corp. or
developed  during  the  course of her  employment  is  hereinafter  collectively
referred to as the "Proprietary Information." Employee waives any and all rights
to the  Proprietary  Information and agrees that all such rights shall be vested
solely  in the  Company  and BRLI  Acq.  Corp.  even  after  termination  of her
employment. Upon the termination of employment,  Employee shall promptly deliver
all correspondence, notes, reports, programs,

                                      10

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proposals,  formulations,  recipes, customer lists and books and records, or any
other documents,  and all copies thereof,  relating to the Health Food Business,
to BRLI Acq. Corp. (The Company and BRLI Acq. Corp. have entered into a separate
Non-Competition Agreement with the Employee as of the date hereof.)

                                  ARTICLE VI
                                 SEVERABILITY
      If any provision of the Agreement shall be held invalid and unenforceable,
the remainder of this  Agreement  shall remain in full force and effect.  If any
provision  is  held  invalid  or   unenforceable   with  respect  to  particular
circumstances,   it  shall  remain  in  full  force  and  effect  in  all  other
circumstances.

                                  ARTICLE VII
                                    NOTICES

      All notices  required to be given under the terms of this Agreement  shall
be in writing and shall be deemed to have been duly given only if  delivered  to
the addressee in person or mailed by certified mail,  return receipt  requested,
as follows:

IF TO COMPANY:           Bio-Reference Laboratories, Inc. (or BRLI Acq.
Corp.)
 AND/OR TO              481 Edward H. Ross Drive
BRLI ACQ. CORP.         Elmwood Park, New Jersey 07407
                        Attn: Howard Dubinett, Executive Vice President


WITH COPY TO:           Roger Tolins, Esq.
                        Tolins and Lowenfels
                        12 East 49th St - 21st Floor
                        New York, New York 10017

                                      11

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IF TO EMPLOYEE:          Rebecca Klafter
                         102 Bristol Drive
                         Woodbury, New York 11797

WITH COPY TO:            Paul Levitt, Esq.
                         Vitale & Levitt
                         445 Broadhollow Road, Suite 124
                         Melville, New York 11747

or such other additional address as the party to receive the notice shall advise
by due notice in accordance with this paragraph.

                                 ARTICLE VIII
                                    BENEFIT
      This agreement  shall inure to, and be binding upon,  the parties  hereto,
the  successors  and  assigns  of  the  Company,  and  the  heirs  and  personal
representatives of the Employee.

                                  ARTICLE IX
                                    WAIVER
      The waiver by either party of any breach or violation of any  provision of
this  Agreement  shall not operate or be construed as a waiver of any subsequent
breach of construction and validity.

                                   ARTICLE X
                                 GOVERNING LAW
      This Agreement shall be construed and enforced in accordance with the laws
of the State of New Jersey  without  regard to the  principle of the conflict of
laws. The parties hereto consent to the in personam  jurisdiction  of the courts
of the State of New

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Jersey and further agree that any action with respect to this Agreement shall be
commenced and prosecuted only in such courts.  The parties hereby waive trial by
jury in any action or proceeding arising under this Agreement.

                                  ARTICLE XI
                                 JURISDICTION
      In case any provision of this Agreement shall be invalid under the laws of
any county,  state or  jurisdiction,  such invalidity shall not affect any other
provisions of this Agreement.

                                  ARTICLE XII
                                   REMEDIES
      No remedy herein  conferred  upon or reserved to a party is intended to be
exclusive of any other available remedy, but each and every such remedy shall be
cumulative  and in addition to every other remedy given under this  Agreement or
in connection  with this  Agreement  and now or hereafter  existing at law or in
equity.

                                 ARTICLE XIII
                               ENTIRE AGREEMENT
      This Agreement, the Non-Competition  Agreement and the Asset/Sale Purchase
Agreement  constitute the entire agreement among the parties with respect to the
subject matter  contained herein and therein and supersedes all prior agreements
and  understandings,  oral or written.  This Agreement and such other Agreements
may not

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be amended or modified except in writing  executed by each of the parties hereto
and thereto.

      IN WITNESS WHEREOF,  the parties have hereto set their hands and seals the
day and year written below their names.

      Signed, sealed and delivered in the presence of:
WITNESS:                            Bio-Reference Laboratories, Inc.


/s/Roger Tolins                           By /s/Howard Dubinett
--------------------------                  -------------------
                                        Howard Dubinett, Executive
                                          Vice President
                                        Date: December 14, 1999

WITNESS:


/s/Paul Levitt                            /s/Rebecca Klafter
--------------                            ------------------
                                          Rebecca Klafter
                                          Date: December 14, 1999

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