Exhibit 10.11

                              Employment Agreement


This  Employment  Agreement  (the  "Agreement")  by  and  among  Colorado  Prime
Corporation,  a  Delaware  corporation  (the  "Company")  and  a  wholly-owned
subsidiary  of  Colorado  Prime  Holdings, Inc. ("CPH"), a Delaware corporation,
CPH,  and  Paul A. Roman ("Employee") is hereby entered into and effective as of
the  1st  day  of  September  1998.

                                    RECITALS

The  following  statements  are  true  and  correct:

Employee  is  employed  hereunder  by  CPH  and  the  Company  in a confidential
relationship wherein Employee, in the course of his employment with the Company,
has and will continue to become familiar with and aware of information as to the
Company's customers, specific manner of doing business, including the processes,
techniques  and  trade  secrets  utilized  by the Company, and future plans with
respect thereto, all of which has been and will be established and maintained at
great expense to the Company: this information is a trade secret and constitutes
the  valuable  good  will  of  the  Company.

Therefore,  in  consideration  of  the  mutual  promises, terms, convenants, and
conditions  set forth herein and the performance of each, it is hereby agreed as
follows:

     Agreements

1.     Employment  and  Duties.
       ------------------------

     (a)  The  Company  hereby employs Employee as President and Chief Operating
Officer  of  the  Company as Director of the Company and CPH (or such comparable
positions  as  shall  be  given  to  Employee by the Company's or CPH's Board of
Directors). Employee shall have direct and primary responsibility over the areas
of  sales,  operations and telemarketing and shall report to the Chief Executive
Officer  of  the Company and to the Board of Directors of the Company, and shall
have  such  further  duties and authority reasonably accorded to and expected of
such  positions  and as otherwise may be directed from time to time by the Chief
Executive Officer or the Board of Directors of the Company and CPH (collectively
referred  to  as  the "Board"). Employee hereby accepts this employment upon the
terms  and  conditions  contained  herein and agrees to devote his full business
time, attention, and efforts to promote and further the business of the Company.

     (b)     Employee  faithfully  shall  adhere  to,  execute  and  fulfill all
policies  established  by  the  Company.

     (c)  Employee  shall  not,  during the Term of his employment hereunder (as
defined  in Section 5 hereof), be engaged in any other business activity pursued
for  gain,  profit,  or  other  pecuniary advantage without prior consent of the
Board.  However, the foregoing limitations shall not be construed as prohibiting
Employee from making personal investments in such form or manner as will neither
require his services in the operation or affairs of the companies or enterprises
in  which  such  investments are made nor violate the terms of Section 3 hereof.

2.  Compensation. For all services rendered by Employee in any capacity required
    -------------
hereunder,  the  Company  shall  compensate  Employee  as  follows:

     (a)     Base  Salary. Effective on the date hereof, the base salary payable
to Employee shall be $300,000 per year, payable on a regular basis in accordance
with  the  Company's  standard  payroll  procedures but not less frequently than
monthly. Such base salary shall, in the sole discretion of the Board, be subject
to  annual  increase.

     (b)     Incentive  Bonus  Plan.  Employee  shall  be  eligible  to  receive
year-end  bonus  awards based upon individual performance and the achievement by
the  Company  of  specified  financial  and operating targets. Employee's annual
bonus  will  range  from  0%  to 120% of  employee's  annual  base  salary,  and
Employee's  annual  target  bonus  will  be  60%  of Employee's base salary. The
criteria upon which Employee's annual bonus shall be based shall be developed by
the  Compensation  Committee  of  the  Board after taking into consideration the
proposed business plan and financial and operating targets for the Company to be
developed by the Employee. Employee and the Compensation Committee shall use all
reasonable  efforts  to  develop such targets and criteria no later than January
31, 1999, and upon adoption by the Compensation Committee such criteria shall be
deemed  to  be  incorporated  by  reference  into  this  Agreement.

     (c)     Executive  Prerequisites, Benefits and Other Compensation. Employee
shall  be  entitled  to  receive  additional  benefits and compensation from the
Company  in  such  form  and  to  such  extent  as  specified  below:

(1)     Payment if  such premiums (or such portion thereof as is provided by the
Company's  plans)  for  coverage  for  Employee and his dependent family members
under  health,  hospitalization,  disability,  dental, life, and other insurance
plans  that  the Company may have in effect from time to time. Benefits provided
to  Employee under this clause (1) shall be at least comparable to such benefits
provided  to  the  company's  senior  executive  officers  on  the  date of this
Agreement.

(2)  Reimbursement  for  all  business  travel  and other out-of-pocket expenses
reasonably  incurred  by Employee in the performance of his services pursuant to
this  Agreement.  All  reimbursable expenses shal be appropriately documented in
reasonable  detail by Employee upon submission of any request for reimbursement,
and  in  a  format  and  manner  consistent with the Company's expense reporting
policy.

(3)     Payment  of  a  car  allowance  in  the  amount  of  $750.00  per month.

(4)     Reimbursement  of  relocation  expenses  up  to  $75,000.00.

(5)     The Company shall provide  Employee  with  other  executive  perquisites
as may be available to or deemed appropriate for Employee by the Board and shall
allow  Employee to participate in all other Company-wide benefits, including the
Company's defined contribution pension plan and 401(k) Plan, as may be available
generally  to  employees  from  time  to  time.

3.     Non-Competition  Agreement.
       --------------------------

     (a)     Employee  shall not, during the period of his employment by or with
the  Company  and  for  a  two  (2) year period following the termination of his
employment under Section 5(c) hereto, or for a one (1) year period following the
termination  of  his  employment  other  than under Section 5(c) hereto, for any
reason  whatsoever, for himself or on behalf of or in conjunction with any other
person,  persons,  company,  partnership,  corporation  or  business of whatever
nature:

I.     engage,  as  an  officer,  director,  shareholder,  owner, partner, joint
venturer,  trustee,  or  in  a  managerial  capacity,  whether  as  an employee,
independent  contractor,  agent,  consultant  or  advisor,  or  as  a  sales
representative,  in  any  business  selling  any  products or services in direct
competition  with  the  Company;

II.     Call upon any person who is, at that time, an employee of the Company in
a  managerial  capacity  for  the  purpose  or  with the intent of enticing such
employee  away  from  or  out  of  the  employ  of  the  Company;

III.     call  upon  any  person  or entity which is, at that time, or which has
been  within  one  year  prior  to  that time, a customer of the Company for the
purpose  of  soliciting  or selling products or services in competition with the
Company;  or

IV.     call  upon  any prospective acquisition candidate, on the Employee's own
behalf or on behalf of any competitor of the Company, which candidate was either
called  upon  by  the  Company  or  for  which  the  Company made an acquisition
analysis,  for  the  purpose  of  acquiring  such  entity.

For  purposes of this Section 3 and for purposes of Sections 5, 6, 7, 8, and 15,
the  term  "Company"  shall  be  deemed  to  include  all  direct  and  indirect
subsidiaries of  the Company. Notwithstanding the above, the foregoing convenant
shall  not  be  deemed  to prohibit Employee from acquiring as an investment not
more  than five percent (5%) of the capital stock of a competing business, whose
stock  is  publicly  traded  on  a  national  securities  exchange  or  on  the
over-the-counter  market.

(b)     Because of the difficulty of measuring economic losses to the Company as
a  result  of  a breach of the foregoing convenant, and because of the immediate
and  irreparable  damage  that could be caused to the Company for which it would
have  no other adequate remedy, Employee agrees that the foregoing convenant may
be  enforced  by the Company in the event of a breach by him, by injunctions and
restraining  orders.

(c)     It is agreed by the parties that the foregoing covenants in this Section
3  impose  a  reasonable  restraint  on  Employee  in  light of the activities,
business  and  plans  of  the  Company  on  the  date  of  the execution of this
Agreement;  but  it  is  also  the  intent of the Company and Employee that such
covenants  be  construed  and  enforced in accordance with any planned change in
activities, business  or  locations  of  the Company throughout the term of this
agreement.

(d)     The  covenants  in  this  Section  3 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other  covenant.

(e)     All  of  the  covenants  in  this  Section  3  shall be construed as an
agreement  independent  of  any  other  provision  in  this  Agreement,  and the
existence  of  any  claim  or  cause  of action of Employee against the Company,
whether  predicated  on  this  Agreement  or  otherwise,  shall not constitute a
defense  to  the  enforcement  of  such  covenants;  provided, however, that the
Company's continued failure to make payments to Employee under Section 2 of this
Agreement  shall  constitute  such  a  defense.

(f)     Notwithstanding any of the foregoing, if any applicable law shall reduce
the  time  period during which Employee shall be prohibited from engaging in any
competitive  activity  described  in Section 3(a) hereof, the period of time for
which  Emplyee  shall be prohibited pursuant to Section 3(a) hereof shall be the
maximum  time  permitted  by  law.

4.     Place  of  Performence
       ----------------------

(a)      Employee  understands that he may be requested by the Board to relocate
to another geographic location in order to more efficiently carry out his duties
and  responsibilities under this Agreement. In such event, if Employee agrees to
relocate,  the  Company  shall  pay  all  reasonable  relocation  costs  to move
Employee,  his  immediate  family  and their personal property and effects. Such
costs may include, by way of example, but are not limited to, pre-move visits to
search for a new residence, investigate schools or for other purposes; temporary
lodging  and  living  costs  prior  to  moving  into  a new permanent residence;
duplicate  home  carrying  costs;  all  reasonable  closing costs on the sale of
Employee's  present  residence  and on the purchase of a comparable residence in
the new location; and added income taxes that Employee may incur if, but only to
the  extent that, any such relocation costs are not deductible for tax purposes.
The  general  intent  of the foregoing is that the Employee shall not personally
bear  any  out-of-pocket  costs  as  a  result  of  the  relocation,  with  an
understanding that Employee shall use his best efforts to incur only those costs
which  are  reasonable  and  necessary to effect a smooth, efficient and orderly
relocation  with  minimal  disruption to the business affairs of the Company and
the  personal  life  of  Employee  and  his  family.

(b)     Notwithstanding  the  above,  if  Employee  is requested by the Board to
relocate  and  Employee  refuses, such refusal shall not constitute "good cause"
for  termination  of  this  Agreement  under  the  terms of Section 5(c) and, if
Employee  is  terminated for such refusal, Employee shall be entitled to receive
all  payments  under  this  Agreement  as  if  he were terminated by the Company
"without  cause."

5.     Term  -  Termination-  Rights  on Termination. The term of this Agreement
       ----------------------------------------------
shall  begin  on  the  date  hereof  and  continue for three years (the "initial
Term"),  and  unless terminated as herein provided, shall be extended at the end
of  the Initial Term and ongoing successive terms,  for  a period of one year on
the  same terms and conditions contained herein (the "Term")- This Agreement and
Employee's  employment  may  he  terminated  in  any  one of the following ways:

     (a)  Death. The death of Employee shall immediately terminate the Agreement
with  no  severance  compensation  due  to  Employee's  estate.

     (b)     Disability.  If,  as  a  result of the Employee's incapacity due to
physical  or  mental  illness,  the Employee shall not have performed his duties
hereunder  on  a full-time basis for four (4) consecutive months, the Employee's
employment  under  this  Agreement  may be terminated by the Company upon thirty
(30) days written notice if Employee is unable to resume his full time duties at
the  conclusion  of  such  notice  period. Such termination for disability shall
require  the  affirmative  vote  of  a  majority  of  the  Board. The Employee's
compensation  during  any  period of disability prior to the effective  date  of
such termination shall he the amounts normally payable to him in accordance with
his  then  current annual base salary, reduced by the amounts of disability pay,
if  any,  paid  to  the  Employee under any Company disability program. Employee
shall  not  he  entitled  to  any  further  compensation from the Company or its
subsidiaries  for  any  period  subsequent  to  the  effective  date  of  such
termination,  except  for  pay  or  benefits,  if  any,  in accordance with then
existing severance policies of the Company or its subsidiaries and the severance
terms  of  the  Incentive  Bonus  Plan  and  Company  benefit  plans.

     (c)     Good  Cause.  The  Company  may terminate the Agreement immediately
upon  written  notice to Employee for good cause, which shall be: (1) Employee's
willful  misconduct  or  gross  negligence  in  the  performance  or intentional
nonperformance  (continuing for ten (10) days after receipt of written notice of
need  to  cure)  of  any  of  Employee's  material  duties  and responsibilities
hereunder;  (2)  Employee's  willful  dishonesty, fraud, alcohol or illegal drug
abuse,  or  misconduct  with  respect to the business or affairs of-the Company,
which  materially  and adversely affects the operations, prospects or reputation
of  the  Company;  or  (3)  Employee's  conviction  of  a  felony or other crime
involving  moral  turpitude.  In  the  event of a termination for good cause, as
enumerated  above,  Employee  shall have no right to any severance compensation.

     (d)  Without  Cause.  At  any time after the commencement of employment the
Company  may, without cause, terminate this Agreement and Employee's employment,
effective  thirty  (30)  days  after written notice is provided to the Employee.
Should Employee be terminated by the Company without cause, or if this agreement
is  not  renewed  pursuant  to Section 5 hereof, Employee shall receive from the
Company  his  base  salary at the rate then in effect for one year from the date
Employee's  employment  is  terminated,  payable  over such time period. and any
other benefits to which Employee would otherwise he entitled; provided. however,
that if Employee is terminated without cause at any time prior  to  September 1,
2000,  Employee  shall receive from the Company his base salary at the rate then
in  effect  from the date Employee's employment is terminated, payable over such
time  period,  and  any  other  benefits  to  which  Employee would otherwise he
entitled, through September 1, 2001. If Employee resigns or otherwise terminates
his employment for any reason other than Good Reason as defined in Section 5(e),
Employee  shall  receive  no  severance  compensation.

     (e)     Termination by Employee for Good Reason. Employee may terminate his
employment  under  this  Agreement  upon written notice to the Company for "Good
Reason"  As used herein . "Good Reason" shall mean the continuance of any of the
following  after  ten  (10) days prior written notice by Employee to the Company
and  to  CPH,  specifying  the  basis for such Employee's having Good Reason  to
terminate  this  Agreement:

     (i)  a  material  adverse  change  in Employee's status, title, position or
responsibilities; provided, however, that no such change shall be deemed to have
                  --------- --------
occurred as a result of the hiring by the Company of a full-time chief executive
officer  after  the  date hereto and the assumption by such person of the duties
normally undertaken by a chief executive officer (which duties shall not include
direct  and  primary  responsibility  over  the  areas  of sales, operations and
telemarketing).

     (ii)     the  assignment to Employee of any duties materially and adversely
inconsistent  with  the Employee's position as specified in Section 1 hereof (or
such  other  position  to  which he may be promoted), including status, offices,
responsibilities  or persons to whom the  Employee reports as contemplated under
Section 1 of this Agreement, or any other action by the Company which results in
a  material  and  adverse  change  in  such position, status, offices, titles or
responsibilities;  provided  however, that any change in Employee's duties which
                   --------  --------
occurs  as a result of the hiring; by the Company of a full-lime chief executive
officer  after  the date hereof and the assumption by such person  of the duties
normally undertaken by a chief executive officer (which duties shall not include
direct  and  primary  responsibility  over  the  areas  of sales, operations and
telemarketing)  shall  not be the basis for the termination by Employee for Good
Reason;

     (iii) at any time prior to September 1, 2000, the Company hires a new chief
executive  officer  (other  than a representative or affiliate of Thayer Capital
Partners)  and  Employee  demonstrates to the Board that the new chief executive
officer  refuses  to,  or  is  unable  or unwilling to, work constructively with
Employee;

     (iv)  Employee's  removal  from, or failure to be reappointed or reelected
to, Employee's position under this Agreement, except as contemplated by Sections
5(a),  (b)  and  (c);  or

     (v)  any  other material breach of this Agreement by the Company, including
the  failure  to  pay  Employee  on  a  timely  basis the amounts to which he is
entitled  under  this  Agreement.

In  the event of any termination by the Employee for Good Reason, Employee shall
be  entitled  to  receive  from  the Company the base salary at the rate then in
effect  for  one  year  from  the  date  of Employee's employment is terminated,
payable  over  such  time period, and any other benefits to which Employee would
otherwise  be entitled; provided, however, that in the event of a termination by
the  Employee  for  Good Reason at any time prior to September 1, 2000, Employee
shall  receive  from the Company his base salary at the rate then in effect from
the  date of Employee's employment is terminated, payable over such time period,
and  any  other  benefits to which Employee would otherwise be entitled, through
September  1, 2001. In addition, in the event of any termination by the Employee
for Good Reason, Employee shall be entitled to receive any incentive bonus award
earned  and  due  under  Section 2(b), pro rated as through the date  Employee's
employment  is  terminated. The amount of such incentive bonus (if any) shall be
determined at the end of the year for which such bonus relates and shall be paid
at such time as it would have been paid in the event of the Employee's continued
employment  with  the  Company.

(f)  Payment  Through  Termination.  Upon  termination of this Agreement for any
reason  provided  above,  Employee shall be entitled to receive all compensation
earned  and  all  benefits  and  reimbursements  (including payments for accrued
vacation  and  sick  leave)  due  through  the  effective  date  of termination.
Additional  compensation  subsequent  to  termination,  if any, shall be due and
payable  to  Employee  only  to  the extend and in the manner expressly provided
above.  All  other rights and obligations under this Agreement shall cease as of
the  effective  date  of  termination,  except that Employee's obligations under
Sections  3,  6,  7, 8 and 9 herein shall survive such termination in accordance
with  their  terms.

     6.  Inventions. Employee shall disclose promptly to the Company any and all
         ----------
significant  conceptions  and  ideas  for  inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by Employee,
solely  or  jointly  with another, during the period of employment and which are
directly related to the business or activities of the Company and which Employee
conceives  as a result of his employment by the Company. Employee hereby assigns
and  agrees  to  assign all his interests therein to the Company or its nominee.
Employee  agrees  that  all such materials which he develops or conceives and/or
documents during such period shall be deemed works made-for-hire for the Company
within  the  meaning  of  copyright  laws of the United States or any similar or
analogous law or statute of any other jurisdiction and accordingly , the Company
shall  be  the  sole  and exclusive owner for all purposes for the distribution,
exhibition,  advertising  and exploitation of such materials or any part of them
in  all  media  and  by  all  means now known or which may hereafter be devised,
throughout  the  universe  in perpetuity. Employee agrees that in furtherance of
the  foregoing,  he  shall  disclose, deliver and assign to the Company all such
conceptions,  ideas,  improvements  and  discoveries  and shall execute all such
documents,  including  patent  and  copyright  applications,  as  the  Company
reasonable  shall  deem  necessary  to  further document the Company's ownership
rights therein and to provide the Company the full and complete benefit thereof.
Should  any  arbitrator  or  court  of competent jurisdiction ever hold that the
materials derived from Employee's contributions to the Company do not constitute
works  made-for-hire.  Employee  hereby  irrevocably assigns to the Company, and
agrees  that  the  Company  shall be the sole and exclusive owner of, all right,
title and interest in and to all such materials including the copyrights and any
other  proprietary  rights  arising  therefrom; Employee reserves no rights with
respect  to  any  such  materials,  and  hereby  acknowledges  the  adequacy and
sufficiency  of  the compensation paid and to be paid by the Company to Employee
for  the  materials and the contributions he will make to the development of any
such  information  or  materials.  Employee  agrees to cooperate with all lawful
efforts  of  the Company to protect the Company's rights in and to any or all of
such  information  and  materials and will at the request of the Company execute
any  and  all  instruments  or  documents  necessary  or  desirable  in order to
register,  establish,  acquire.  prosecute,  maintain,  perfect  or  defend  the
Company's  rights  in  and  to  such  information  materials.

     7.     Confidential  Information  and  Trade Secrets. Employee acknowledges
            ----------------------------------------------
and  agrees  that all Confidential information, Trade Secrets and other property
delivered  to  or  compiled  by  Employee  by or on behalf of the Company or its
representatives,  vendors  or  customers  which  pertain  to the business of the
Company  shall  be  and remain the property of the Company and be subject at all
times  to  its  discretion  aid  control. Employee agrees that he shall maintain
strictly  the confidentiality of, and shall not, during, or for a period of five
(5)  years  after,  the  term of this Agreement, disclose, any such Confidential
Information  or  Trade  Secrets,

     For  purposes  hereof,  the  parties  agree that "Confidential Information"
     means  and  includes

-    All  business  or  financial  information,  plans,  processes  and
     strategies,  market  research  and  analyses,  projections,  financing
     arrangements, consulting and sales methods and techniques, expansion plans,
     forecasts  and  forecast  assumptions,  business  practices, operations and
     procedures,  marketing  and  merchandising  information,  distribution
     techniques,  customer information and other business information, including
     records,  designs,  patents, business plans, financial statements, manuals,
     memoranda,  lists  and  other  documentation  respecting  the  Company;

-    All  information  and  materials  which  are  proprietary  and confidential
     to  a third party and which have been provided to the Company by such third
     party  for  the  Company's  use:  and

-    All  information  derived  from  such  Confidential  Information.

Confidential  Information  shall not include information and materials that are
already,  or  otherwise  become,  known  by or generally available to the public
without  restriction on disclosure, other than as a result of an act or omission
by  the  Employee  in  breach  of  the provisions of this Agreement or any other
applicable  agreement  between  the  Employee  and  the  Company.

For purposes hereof, the term "Trade Secret" shall have the meaning given in the
Delaware  enactment of the Uniform Trade Secrets Act, and shall include, without
limitation,  the  whole  or  any portion or phase of any scientific or technical
information, design, process, formula, concept, data organization, manual, other
system  documentation,  or  any  improvement of any thereof; in any case that is
valuable  and  secret  (in  the  sense  that  it  is  not generally known to the
Company's  competitors).

     8.  Return  of Company Property; Termination of Employment At such time, if
         ------------------------------------------------------
ever,  as  Employee's  employment  with  the  Company is terminated, he shall be
required  to  participate  in  an  exit  interview for the purpose of assuring a
proper termination of his employment and his obligations hereunder. On or before
the  actual  date of such termination, Employee shall return to the Company at I
records,  materials  and  other physical objects relating to his employment with
the Company, including, without limitation, all Company credit  cards and access
keys and all materials relating to, containing or derived from any Trade Secrets
or  Confidential  Information.

     9.     No  Prior Agreements. Employee hereby represents and warrants to the
            ---------------------
Company  that  the execution of this Agreement by Employee and his employment by
the  Company  and the performance of his duties hereunder will not violate or he
a  breach of any agreement with a former employer, client or any other person or
entity.  Further,  Employee  agrees  to  indemnify the Company for, and hold the
Company  harmless  from  and against, all claims, including, but not limited to,
attorneys' fees and expenses of investigation, by any such third party that such
third  party  may  now have or may hereafter corns to have against  the  Company
based  upon or arising out of any noncompetition agreement, invention or secrecy
agreement  between  Employee:  and such third party which was in existence as of
the  date  of  this  Agreement,

     l0.  Binding Effect:Assignment. This Agreement shall be binding upon, inure
          --------------------------
to  the benefit of and be enforceable by the parties hereto and their respective
heirs,  legal representatives, successors and assigns. Employee understands that
he  has been selected for employment by the Company on the basis of his personal
qualifications,  experience  and  skills.  Employee  agrees,  therefore, that he
cannot  assign  all  or  any  portion  of  his performance under this Agreement.

     11.  Complete  Agreement.  This  Agreement  is  not  a  promise  of  future
          --------------------
employment.  Employee  has no oral representations, understandings or agreements
with  the  Company or any of its officers, directors or representatives covering
the  same subject matter as this Agreement. This written Agreement is the final,
complete  and exclusive  statement  and expression of the agreement between the
Company  and  Employee  and of al1 the terms of this Agreement, and it cannot he
varied, contradicted or supplemented by evidence of any prior or contemporaneous
oral  or  written  agreements.

     12.     Notice,  Whenever  any  notice  is  required hereunder, it shall be
             -------
given  in  writing  addressed  as  follows.

To  the  Company;

     Colorado  Prime  Corporation
     1  Michael  Avenue
     Farmingdale,  N.Y.  11735
     Attention:  Chairman  of  the  Board  of  Directors

to  CPH:

     Colorado  Prime  Holdings,  Inc.
     1455  Pennsylvania  Avenue,  N.W.
     Suite  350
     Washington,  D.C.  20004
     Attn:  Dr.  Paul  G.  Stern

To  Employee:

     Paul  A.  Roman
     1  Michael  Avenue
     Farmingdale,  N.Y.  11735

Notice  shall  be deemed given and effective three (3) days after the deposit in
the  U.S.  mail  of  a  writing  addressed  as  above and sent first class mail,
certified,  return  receipt  requested,  or  when actually received, if earlier.
Either  party  may change the address for notice by notifying the other party of
such  change  in  accordance  with  this  Section  12.

     13.  Severability;  Headings.  It  is the intention of the parties that the
          ------------------------
provisions  herein  shall  be  enforceable to the fullest extent permitted under
applicable  law,  and  that  the unenforceability of  any of  the  provision  or
provisions  hereof,  or  any portions thereof, shall not render unenforceable or
otherwise  impair  any other provisions or portions thereof. If any provision of
this  Agreement  is  determined  by  a  court  of  competent  jurisdiction to be
unenforceable,  void  or  invalid  in  whole or in part, this Agreement shall be
deemed  amended  to  delete or modify, as necessary, the offending provisions or
portions  thereof  and  to alter the bounds thereof, including specifically, any
time,  place  and  manner  restrictions  contained  in  any  of  the restrictive
covenants  contained herein, in order to render it valid and enforceable. In any
event,  the  balance  of  this Agreement shall be enforced to the fullest extent
possible  without  regard  to  such unenforceable, void or invalid provisions or
part  thereof.  The  Section headings herein are for reference purposes only and
are  not  intended in any way to describe, interpret, define or limit the extent
or  intent  of  the  Agreement  or  of  any  part  hereof.

     14.  Company  Actions.  Employee  acknowledges  that  in  any action by the
          -----------------
Company  to  enforce  the provisions of Sections 3, 6, 7 or 8 of this Agreement,
claims  asserted  by  Employee against the Company arising out of his employment
with  the  Company or otherwise shall not constitute a defense to enforcement of
his  obligations  hereunder;  provided,  however,  that  the Company's continued
failure  to  make  payments  to Employee under Section 2 of this Agreement shall
constitute  such  a  defense.

     15.  Arbitration. Any unresolved dispute or controversy arising under or in
          ------------
connection  with  this  Agreement  (excluding  specifically,  however, claims or
counterclaims  of  the  Company  arising  out  of  any breach by Employee of the
provisions  of  Sections  3,  7  or  8  hereof)  shall be settled exclusively by
arbitration,  conducted in accordance with the rules of the American Arbitration
Association  then  in  effect,  as  modified  hereby.  Notwithstanding  anything
contained  in the rules to the contrary, however, the arbitrators shall not have
the  authority  to  add  to, detract from, or modify any provision hereof nor to
award  punitive  or  special  damages  to  any  injured  party.  Judgment may he
entered  on  the  arbitrators'  award  in  any  court  having  jurisdiction. The
arbitration  proceeding  shall  he  held  in  New  York,  New  York.

     16.  Governing  Law.  This  Agreement  shall  in  all respects be construed
          ---------  ----
according  to  the  laws  of  the  State  of  New  York without reference to its
conflicts  of  laws  provisions.

     17.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          -------------
counterparts  and  any  party  hereto  may execute any such counterpart, each of
which  when  executed  and  delivered  shall he deemed to he an original and all
of which  counterparts  taken  together  shall  constitute  but one and the same
instrument.  This  Agreement  shall become binding when one or more counterparts
taken  together  shall have been executed and delivered (which deliveries may be
by  telefax)  by  the parties. It shall not be necessary in making proof of this
Agreement  or  any counterpart hereof to produce or account for any of the other
counterparts.

     18. Modifications. This Agreement may not he changed, waived, discharged or
         --------------
terminated  orally,  but  only  by  an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought,  or  his  or its duly authorized representative or officer. No waiver by
Employee  or  the Company of any breach of any provision hereof will be deemed a
waiver of any prior or subsequent breach of the same or any other provision. The
failure  of  Employee  or the Company to exercise any right provided herein will
not  be  deemed  on any subsequent occasions to be a waiver of any right granted
hereunder  to  either  of them

     19.  EMPLOYEE  ACKNOWLEDGES  THAT,  BEFORE  SIGNING THIS AGREEMENT, HE WAS
GIVEN  AN OPPORTLTNTTY TO READ IT, CAREFULLY EVALUATE IT, AND ASK  ANY QUESTIONS
HE  MAY HAVE HAD REGARDING IT OR ITS PROVISIONS. EMPLOYEE ALSO ACKNOWLEDGES THAT
HE  HAD THE RIGHT TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF HIS CHOOSING
AND  THAT  THE  COMPANY  GAVE  HIM A REASONABLE PERIOD OF TIME TO DO SO IF HE SO
WISHED.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.





COLORADO  PRIME  COPORATION

By:
Title:

COLORADO  PRIME  HOLDINGS,  INC.

By:
Title:

EMPLOYEE
/s/Paul  A.  Roman
------------------
Paul  A.  Roman