Termination of Engagement Agreement

     For good and valuable  consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  and to accommodate the mutual requests and desires of
Mayday, Inc., a California corporation  ("Mayday"),  and Gum Tech International,
Inc., a Utah corporation (the "Company"), Mayday and the Company hereby agree as
follows:

     1.  Termination of Engagement  Agreement.  Mayday and the Company do hereby
voluntarily  and mutually  elect to cancel and terminate,  effective  January 1,
1997, Mayday's engagement pursuant to that certain Engagement  Agreement,  dated
February 1,. 1996 (the "Engagement Agreement").  From and after the date hereof,
Mayday is discharged and released from all of its duties and  obligations  under
the Engagement Agreement.

     2. Release. In consideration of the mutual promises herein contained:

          2.1 The  Company,  on behalf of itself  and its  successors,  assigns,
subsidiaries,  affiliates,  shareholders,  directors, officers, representatives,
and agents (collectively,  the "Company Group"),  hereby releases and discharges
Mayday,  its  successors,  assigns,  subsidiaries,   affiliates,   shareholders,
directors,  officers,  representatives,  agents  and all others  claiming  by or
through or associated  in any respect with any of the  foregoing  (collectively,
the "Mayday  Group") from any claim,  cause or right of action of any kind, type
or nature,  known or unknown,  accrued or yet to accrue, which the Company Group
may  possess,  acquire,  or otherwise  have or obtain  against any or all of the
Mayday Group arising out of or related to the Engagement  Agreement and Mayday's
engagement  thereunder or cancellation of the same and the parties' dealing with
respect to any and all of the foregoing.

          2.2 The Mayday  Group does hereby  release and  discharge  the Company
Group  from any  claim,  cause or right of action of any kind,  type or  nature,
known or unknown,  accrued or yet to accrue, which the Mayday Group may possess,
acquire,  or otherwise  have or obtain  against any or all of the Company  Group
arising out of or related to the  Engagement  Agreement and Mayday's  engagement
thereunder or cancellation of the same and the parties'  dealing with respect to
any and all of the foregoing.

          2.3  Notwithstanding  any provision of this Agreement to the contrary,
all claims of a party hereto against the other party arising from breach of or a
default under any term or provision of this Termination of Engagement  Agreement
(this "Agreement") are expressly reserved and they are not subject to the mutual
release provided for in this Section 2.

     3. Indemnification.  Mayday hereby agrees to indemnity and hold the Company
Group harmless from and against any and all liability of any nature  whatsoever,
including,  without limitation,  attorneys' fees, that the Company or any member
of the Company  Group may incur or suffer as a result of or arising out of or in
connection  with  Mayday's:   (a)  performance  of  its  obligations  under  the
Engagement  Agreement or (b) the promotion of the Company in it's capacity as an
agent of the Company.

<PAGE>

     4. Miscellaneous Provisions.

          4.1 This Agreement  contains the entire agreement and understanding by
and  between  the Company  and Mayday  with  respect to the  termination  of the
parties'  relationship  with  respect  to the  Company  and no  representations,
promises,  agreements or  understandings,  written or oral, not contained herein
shall be of any force or effect.

          4.2 No  change or  modification  of this  Agreement  shall be valid or
binding unless it is in writing and signed by the parties intended to be bound.

          4.3 No waiver of any provision of this Agreement shall be valid unless
it is in writing and signed by the parties  against whom the waiver is sought to
be  enforced.  No valid waiver of any  provision  of this  Agreement at any time
shall be deemed a waiver of any other  provision of this  Agreement at such time
or any other time.

          4.4 This  Agreement  shall be governed in all  respects  whether as to
validity,  construction,  capacity,  performance or otherwise by the laws of the
State Arizona, without giving effect to its choice of law principles.

          4.5 In the event  that any one or more  provisions  of this  Agreement
shall for any reason be held to be unenforceable in any respect under applicable
laws,  such  unenforceability  shall not  affect  any other  provisions  of this
Agreement,  but, with respect only to that jurisdiction holding the provision to
be   unenforceable,   this  Agreement   shall  then  be  construed  as  if  such
unenforceable provision or provisions had never been contained herein.

          4.6 The losing party shall pay all attorneys' fees arid costs incurred
by the  prevailing  party in any  proceeding  to enforce the  provisions of this
Agreement,  whether the same are  incurred in  preparation  for or in pursuit of
litigation, or both, all as equitably determined by the applicable court.

          4.7 This Amendment may be executed in any number of  counterparts  and
each such executed counterpart shall constitute one and the same instrument. The
parties agree that signatures  received via facsimile  transmission shall in all
respects be deemed to be original signatures.

In witness whereof; this Agreement has been executed by the Company and Mayday.

Gum Tech International, Inc.,                Mayday, Inc., 
a Utah corporation                           a California corporation

By: /s/ Gerald Kern                           By: /s/ Roy Kaplan
   -----------------------                    ----------------------------------
    Gerald Kern, President                    Roy Kaplan, President

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