EXHIBIT 10.4

                                    AGREEMENT

         AGREEMENT  MADE and effective as of the First day of June,  1995 by and
between THE QUIGLEY CORPORATION,  a Nevada corporation with its principal office
at Landmark Building, 10 South Clinton Street, Doylestown,  Pennsylvania,  18901
(hereinafter  "Employer"),  and CHARLES A.  PHILLIPS  residing at 35 Swamp Creek
Road, Erwinna, Pennsylvania, 18920 (hereinafter "Executive").

         WHEREAS, Employer is in the business of developing and marketing health
related  and/or  various  other  consumer  products  for sale in the  commercial
marketplace, television, mail order and network marketing; and

         WHEREAS,  Employer  desires to assure the services of Executive for the
period in this  Agreement  and  Executive  is  willing to serve in the employ of
Employer  on a full-time  basis for said  period  upon the terms and  conditions
hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, the parties hereto agree as follows:

         1. EMPLOYMENT. Employer agrees to employ Executive and Executive agrees
to enter employ of the Employer  for the period  stated in Paragraph  "3" hereof
and upon the other terms and conditions set forth herein.

         2. POSITION AND  RESPONSIBILITIES.  During the period of his employment
hereunder,  Executive agrees to serve as Vice President and Technology  Transfer
Coordinator  of the  Employer  and to be  responsible  for the  overall  product
production of the Company,  reporting directly to the President and the Board of
Directors of the Employer ("the Board").

         3. TERM OF EMPLOYMENT.  The period of Executive's employment under this
Agreement  shall be deemed to have  commenced  as of June 1st;  1995,  and shall
continue  for a period of ten (10) years until May 31st;  2005,  and  thereafter
from year to year as mutually agreed upon.

         4. DUTIES. During the period of his employment hereunder and except for
illness,  vacation  periods and reasonable  leaves of absence,  Executive  shall
devote substantially all his business time, attention,  skill and efforts to the
faithful  performance  of his  duties  hereunder;  provided,  however,  that the
foregoing shall not be construed to prevent  Executive from acting as a Director
or Counsel of any other  non-competing  corporation or entity when such activity
does not  materially  affect  the  performance  of  Executive's  duties  to this
Agreement.

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         5.1 COMPENSATION.  Employer shall pay Executive as compensation for his
services hereunder,  during the first year of this Agreement, (i) a minimum base
salary of $75,000.00  per year,  payable weekly or bi-weekly and (ii) such bonus
or additional  compensation  as may be awarded to Executive from time to time by
the Board or by a committee  designated  by the Board.  Additionally,  Executive
shall be entitled to four (4) weeks paid vacation per year. For each  subsequent
year of this  Agreement,  Executive's  base salary shall  increase  each year on
January 1 by the lesser of (i) 20% of the preceding year's base salary,  or (ii)
2% of the increase in gross  revenues of the Employer over the gross revenues of
the preceding  calendar year. In either event, the increase in base salary shall
be payable as additional  compensation in two (2) equal  installments,  on March
1st; and September 1st; of each year, or alternatively on a monthly basis.

         5.2 NETWORK  MARKETING  COMPENSATION.  Executive shall be entitled to a
prominent position in any network marketing program undertaken by the Employer.

         6. REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse Executive
for  all  reasonable   travel  and  other  expenses  incurred  by  Executive  in
performance of his obligations under this Agreement.  Employer further agrees to
provide and pay for a telephone line at Executive's  residence to be utilized by
Executive for the business purposes of the Employer.

         7.  BENEFITS.   Employer  shall  provide  to  Executive  the  following
additional  benefits:  (i) health and dental  insurance  for  Executive  and his
family  members at least  equivalent to the executive  level program  offered by
Blue Cross/Blue Shield, (ii) a suitable automobile for business purposes,  owned
or leased  and  maintained  by the  Company,  plus fuel for  business  purposes,
insurance,  tolls and parking and (iii) such profit  sharing,  stock option,  or
retirement plans as may be adopted or offered to any employee by the Employer or
the Owner at any time during the term of this Agreement.

         8.  DISABILITY   BENEFITS.   As  used  in  this  Agreement,   the  term
"disability"  shall mean the total and complete  inability  of the  Executive to
perform  his  duties  under  this  Agreement  as  determined  by an  independent
physician selected with the approval of the Employer and the Executive. With the
exception  of  Clause  5.2,  which  cannot  be  revoked,  in the  event  of such
disability,  the Employer shall continue to pay Executive the  compensation  set
forth in Paragraph  "5" hereof during the period of such  disability;  provided,
however,  that in the event the Executive is disabled for a continuous period in
excess of eighteen calendar months, the Employer may, at its election, terminate
this  agreement  in which  event  Executive  shall  be  entitled  to a  lump-sum
termination payment of $100,000.

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         9. PAYMENTS PAYABLE. UPON DEATH. In the event of the death of Executive
during the term of this Agreement,  the compensation and benefits required to be
paid  hereunder  shall continue to be paid for a period of twelve (12) months to
the wife or dependent(s) of Executive, if surviving.

         10. (a) TERMINATION AND EXTENSION. This Agreement may not be terminated
during its term by the Employer  for any reason other than a material  breach by
the  Executive  of the  terms  of this  Agreement.  Upon  its  expiration,  this
Agreement shall be automatically  renewed for additional one-year periods unless
Employer shall provide Executive with written Notice of Intent not to renew this
Agreement not less than three (3) months prior to the  expiration of the initial
term or any extension term thereof.

         10. (b) SEVERANCE.  For whatever  reason the Employer shall buy out the
remaining  value of this contract,  it shall pay to the Executive two years base
compensation,  determined  at the rate of the  Executive's  base rate,  plus any
bonus plan payments  that would have been accrued had the Executive  remained as
an employee of the Employer.  This provision applies regardless of the fact that
the Executive  obtains new employment and such earning are not mitigated against
the remaining and severance values of this contract.

         11.  NON-COMPETITION.  Executive shall not, at any time during the term
of this Agreement or any extension thereof, or within one year of the expiration
thereof,  directly  or  indirectly  engage  in the  business  of  developing  or
marketing cold therapy products.

         12.  INDEMNIFICATION.  The Employee hereby covenants and agrees that he
will not do any act or incur any  obligation  on behalf of the  Employer  of any
kind whatsoever unless authorized by the Employer. The Employer hereby covenants
and  agrees  that it will  indemnify  Employee  and hold him  harmless  from any
obligation  or  liability  incurred  by the  Employer  or by the  Employee as an
Officer, Director,  Employee or Agent of the Employer,  including the reasonable
expenses of legal defense thereof, for any act, omission or liability undertaken
or incurred during the course of this Agreement.

         13. NOTICES. All notices,  demands or communications hereunder shall be
in writing  and  unless  otherwise  provided,  shall be deemed to have been duly
given on the first business day after United States  mailing by certified  mail,
return receipt requested, addressed to the parties at such address as they shall
advise from time to time.

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         14. AMENDMENT. No modification,  waiver, amendment or discharge of this
Agreement  shall be valid unless the same is in writing and signed by each party
hereto.

         15.   SURVIVAL.   The   representations,   warranties,   covenants  and
indemnifications  contained  herein shall survive the execution hereof and shall
be effective regardless of the expiration or termination hereof.

         16. ENFORCEMENT.  Severability.  It is the desire and the intent of the
parties hereto that the  provisions of this Agreement  hereof be enforced to the
fullest extent permissible under the laws and public policy of the jurisdictions
in which  enforcement  is  sought.  Accordingly,  if any  particular  portion or
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
the  remaining  portion or such  provision or the  remaining  provisions of this
Agreement,  or the application of such provision or portion of such provision as
is held invalid or unenforceable to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be effected thereby.

         17. ASSIGNABILITY. Employee and the Executive agree that this Agreement
may be assigned to a corporation controlled by the Executive.

         18.  GOVERNING  LAW AND VENUE.  This  Agreement  shall be  construed in
accordance with the laws of the State of Pennsylvania and any proceeding arising
between the Parties in any matter pertaining or relating to this Agreement shall
be held or brought in the Supreme Court of the State of  Pennsylvania in and for
the County of Bucks.

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on
the First day of June, 1995:



                                   GUY QUIGLEY
                               -----------------------
                           By: THE QUIGLEY CORPORATION


                           By: EMPLOYEE:/S/ CHARLES PHILLIPS
                                        --------------------

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