EMPLOYMENT AGREEMENT

EFFECTIVE DATE:      January 1, 1997

EMPLOYER:            GUMTECH INTERNATIONAL, INC.
                     a Utah corporation

EMPLOYEE:            ROY KAPLAN

PURPOSE:
--------

     Employer is in the business of  manufacturing,  marketing and selling value
added gum products to wholesalers and distributors and in the retail and private
label  markets  (collectively,  the  "Business").  Employer  desires  to  employ
Employee  as a Vice  President  of Sales and  Employee  desires  to accept  such
employment,  on the terms, covenants and conditions set forth in this Employment
Agreement (this "Agreement").

AGREEMENTS:
-----------

     For the  reasons  set  forth  above,  and in  consideration  of the  mutual
promises and agreements set forth in this Agreement, Employer and Employee agree
as follows:

1.  Employment;  Duties.
    --------------------

          1.1 Subject to and in accordance with this Agreement, Employer employs
Employee  as the Vice  President  of  Sales of  Employer  and  Employee  accepts
employment with Employer subject to the general  supervision and pursuant to the
orders,  advice and direction of Employer.  In such capacity,  Employee shall be
responsible for product sales.

          1.2  Employee  shall use his best efforts and devote his frill time to
the  performance of all the duties that may be required of and from him pursuant
to the express  and  implicit  terms of this  Agreement.  Such  duties  shall be
rendered in Phoenix,  Arizona; and at such other places as Employer and Employee
shall mutually agree upon.

          1.3 Employee  represents  and warrants that there are no agreements or
arrangements,  written or oral,  in effect  which would  prevent  Employee  from
rendering services to Employer during the term of this Agreement.

          1.4  Nothing  herein   contained   shall  be  construed  to  create  a
partnership or joint venture between Employer and Employee. Neither party hereto
shall be liable  for the debts or  obligations  of the  other  unless  expressly
assumed in writing and signed by the parties hereto.

     2. Term.  This Agreement  shall become  effective on the date first written
above and, unless  terminated  sooner  pursuant  to  Section 5, continue through

                                       -1-

<PAGE>

 
December  31,  1997 (the  "Initial  Term").  Employer  shall  have the right and
option, but not the obligation,  to extend the Initial Term through December 31,
1998 (the "Extension Term"),  subject to the termination provisions of Section 5
below and the other terms and provisions of this  Agreement,  by giving Employee
written notice of the extension to Employee on or before November 1, 1997.

     3. Compensation and Other Benefits.
        --------------------------------

          3.1  Compensation.  For services  rendered to Employer  hereunder,  in
whatever  capacity  rendered,  Employee  shall  have  and  receive,  subject  to
withholding  and other  applicable  taxes,  a salary  during the Initial Term of
$10,000 per month and a salary during the Extension  Term shall be $12,085.  The
base  salary  will  be  payable  monthly,   in  arrears  in  two  equal  monthly
installments.

          3.2 Incentive  Bonus.  During the Initial  Term,  an annual  incentive
bonus for the  calendar  year 1996 and,  during the  Extension  Term,  an annual
incentive  bonus for the calendar  year 1997,  equal to 1% of the "Income  After
Provision  For Income  Taxes" for each such  calendar  year,  as  determined  by
Employer's  independent public  accountant.  The annual incentive bonus shall be
calculated on an annualized basis and 80% of the bonus is paid quarterly (within
15 days after the end of each  calendar  quarter)  with any  holdback to be paid
within 45 days  following  the end of the calendar  year.  In the event that the
bonus paid to  Employee  exceeds  that which was payable to  Employee,  Employee
agrees to reimburse  Employer for such excess within 10 business days  following
Employer's  demand for the same. In the event that this  Agreement is terminated
at any time other than the end of a calendar year, quarterly payments will cease
and any bonus will  payable  within 45 days  following  the end of the  calendar
year, which bonus will be prorated based upon a fraction, the numerator of which
is the number of days this  Agreement was in effect during the subject  calendar
year and the numerator of which is 360.

          3.3  Business  Expenses.  Upon  submission  of  proper  documentation,
Employer  shall pay or  reimburse  Employee  for all  reasonable  and  necessary
office,  telephone,  travel and other expenses incurred by him in the pursuit of
his duties on behalf of Employer.

          3.4 Employee  Benefits.  Employee  shall be entitled to participate in
any other bonus, stock option,  incentive  compensation,  deferred compensation,
group  medical and dental  insurance  plans or other  plans or  programs  and to
receive any other  benefits  for which he is  eligible  and which  Employer  may
provide its employees generally or its officers specifically.

          3.5 Automobile Allowance. Employer shall pay to Employee, on a monthly
basis, an automobile allowance of $500 per month.

     4. Facilities. Employer shall provide and maintain (or cause to be provided
and maintained) such facilities, equipment, offices, secretarial help, and other
services and supplies as it deems  necessary for  Employee's  performance of his
duties under this Agreement, as established from time to time by Employer.

                                       -2-

<PAGE>

     5. Termination.
        ------------

          5.1  This  Agreement  and  Employee's   employment  hereunder  may  be
terminated at any time:

          (a) By either party upon thirty days prior written notice to the other
party.

          (b) By  Employee  upon the  material  breach by Employer of any of the
material provisions of this Agreement.

          (c) By Employer for Cause.  For purposes of this  Agreement,  the term
"Cause"  shall mean:  (i)  conduct on the part of Employee  which is intended to
result directly or indirectly in substantial gain or personal  enrichment at the
expense  of  Employer;  (ii)  the  material  breach  by  Employee  of any of the
provisions of this Agreement;  or (iii) the failure by Employee to substantially
perform his duties hereunder.

Further,  this Agreement and Employee's employment hereunder shall automatically
terminate  upon the death,  disability or insanity of Employee or the bankruptcy
of Employer or the discontinuance of Employer's Business.

          5.2 Notwithstanding the termination of this Agreement or of Employee's
employment  hereunder,  the  parties  hereto  shall be required to carry out any
provision  hereof  which  contemplate  performance  by them  subsequent  to such
termination, nor shall such termination affect any liability or obligation which
has accrued prior to such termination, including but not limited to, accrued but
unpaid compensation and any liability for loss or damage on account of default.

          5.3  Following any  termination  of  employment  hereunder,  or notice
thereof;  Employee shall frilly  cooperate with Employer in all matters relating
to the  winding up of his  pending  work on behalf of  Employer  and the orderly
transfer  of any such  pending  work to other  employees  of  Employer as may be
designated by Employer.  In consideration  thereof;  Employer shall pay Employee
for any services  rendered  post-termination  at a rate equivalent to the hourly
rate  payable to Employee  during the Initial  Term or the  Extension  Term,  as
applicable,  during which the termination occurred.

          5.4 Upon  termination  of this  Agreement,  or whenever  requested  by
Employer,  Employee  shall  immediately  turn over to Employer all of Employer's
property,  including all items used by Employee in rendering services hereunder,
that may be in Employee's possession or under his control.

                                      -3-

<PAGE>

     6. Covenant Not to Compete; Disclosure of Information.
        ---------------------------------------------------

          6.1 Solicitation.

               6.1.1 For a period of six months after the date of termination of
this  Agreement,  Employee  shall not,  whether alone or as a partner,  officer,
director, employee or shareholder (or other holder of an equity interest) of; or
consultant,  advisor or lender to, any other  corporation,  partnership or other
entity, or as a trustee,  fiduciary or other representative,  solicit Employer's
customers  with  respect  to,  engage in or have any  interest,  including  as a
creditor,  in  any  person,  partnership,  corporation,  association,  or  other
business entity,  whether as employee,  officer,  director,  agent,  consultant,
stockholder  or  holder  of any  right  to any  form  of  equity  ownership,  or
otherwise, that engages in the Business.

               6.1.2  Employee  shall  not,  during  or for a period  of six (6)
months  after  the  term  of  this  Agreement,   solicit  any  employee,   sales
representative  or  independent  contractor  of Employer for  employment  by any
person,  firm,  partnership,  corporation,  association  or other entity for any
reason or purpose allied or related to the Business whatsoever.

          6.2 Non Disclosure.

               6.2.1  Employee  hereby  recognizes  and  acknowledges  that: (i)
Employee  will be  making  use  of;  acquiring,  and/or  adding  to  proprietary
information  of a special and unique nature and value relating to and including,
but not limited to, such matters Employer's trade secrets, Systems,  procedures,
manuals,  confidential  reports,  lists of suppliers,  research and development,
projects, policies, processes, formulas, techniques, know-how and facts relating
to  sales,  advertising,  mailing,  promotions,  financial  matters,  customers,
customer lists, purchases or requirements or other methods used and preferred by
Employer in its operations,  (ii) the Company will disclose certain  proprietary
information  to  Obligor  including,  but not  limited  to,  the  details of any
statistical  or financial  data, the operations and structure of the business of
Employer, and manuals, forms, techniques, methods or procedures of Employer used
by or made  available to Employee in the course of  Employee's  employment  (the
information  referenced to in paragraphs 6.2.1(i) and (ii) above are hereinafter
collectively referred to as the "Proprietary Information").

               6.2.2  Employee  hereby  recognizes  and  acknowledges  that  the
Proprietary  Information  is a valuable,  special and unique asset of Employer's
business.

               6.2.3 Employee will not at any time,  directly or indirectly make
use of,  divulge or  disclose  any of the  Proprietary  Information  or any part
thereof for any purpose whatsoever to any person, firm, corporation, association
or other entity for any reason or purpose  whatsoever that has been obtained by,
or disclosed to, him as a result of his relationship with Employer.  Immediately
upon  request  by  Employer,  Employee  shall  return  to  Employer  any and all
materials relating to Proprietary Information.

                                      -4-

<PAGE>
          6.3 Acknowledgment.
              ---------------

               6.3.1 Employee  acknowledges that the covenants contained in this
Section 6 are a material  inducement  for Employer to enter into this  Agreement
and to perform its  obligations  hereunder and that the services  Employee is to
render to  Employer  hereunder  are of a special and  unusual  character  with a
unique value to Employer.  Employee acknowledges that it would take at least six
(6)  months for  Employer  to retain and train  personnel  to replace  Employee.
Accordingly,  Employee  acknowledges  that the  restrictions  contained  in this
Section 6 are reasonably necessary for the protection of Employer's business and
that a breach of any such  restrictions  could not  adequately be compensated by
damages in an action at law.

               6.3.2 In the event of a breach or  threatened  breach by Employee
of any  provision  contained  in this Section 6,  Employer  shall be entitled to
obtain, by posting an appropriate bond, an injunction (preliminary or permanent,
or a temporary  restraining  order)  restraining  Employee  from the activity or
threatened activity constituting or that would constitute a breach.

               6.3.3 In the  event  of a breach  by  Employee  of any  provision
contained  under this Section 6, Employer shall be entitled to an accounting and
repayment  of all profits,  compensation,  commissions,  remunerations  or other
benefits that Employee,  directly or indirectly, has realized and/or may realize
as a result of, arising out of or in connection of any such breach.

               6.3.4  The  remedies  provided  in this  Section  6  shall  be in
addition  to, and not in lieu of; any and all other  remedies of Employer at law
or in equity.

     7. Miscellaneous.
        --------------

          7.1 Notice.  Notices required or permitted to be given hereunder shall
be  sufficient  if in writing and  delivered or  deposited in the mail,  postage
prepaid,  certified  mail,  return  receipt  requested  (or the  equivalent in a
foreign country),  addressed, if to Employer, at its principal place of business
and, if to Employee,  at the address set forth in Employer's employee records or
to such other address as may be designated in writing  hereafter by either party
hereto.  All  notices  hereunder  shall be  effective:  (a) five (5) days  after
deposit  in the  mail;  or (b) upon  delivery,  if  delivered  in  person  or by
commercial express service.

          7.2 Burden.  Except as otherwise provided herein, this Agreement shall
be binding  upon and inure to the benefit of any  successor  of Employer and any
such successor shall be deemed  substituted for Employer under the terms of this
Agreement. As used in this Agreement, the term successor" shall mean any person,
firm, corporation or other business entity which at any time, whether by merger,
purchase  or  otherwise  acquires  all or  substantially  all of the  assets  or
business of Employer.

          7.3 Entire Agreement. This Agreement contains the entire agreement and
understanding  by  and  between  Employer  arid  Employee  with  respect  to the
employment  of  Employee  and  no  representations,   promises,   agreements  or
understandings, written or oral, not contained herein shall be of any force or

                                       -5-

<PAGE>


effect.  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.  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.

          7.4 Arbitration.  In the event any dispute or controversy  arising out
of this Agreement  cannot be settled by Employer and Employee,  such controversy
or dispute, at the election of either Employer or Employee, by written notice to
the other,  may be submitted to  arbitration in Phoenix,  Arizona,  and for this
purpose Employer and Employee each hereby expressly  consent to such arbitration
and such  place.  In the event  Employer  and  Employee  cannot,  within 15 days
following  the  election to submit the dispute or  controversy  to  arbitration,
mutually agree upon an arbitrator to settle their dispute or  controversy,  then
Employer and Employee shall each select one  arbitrator and the two  arbitrators
shall  select  a  third  arbitrator.  The  decision  of  the  majority  of  said
arbitrators  shall be binding upon Employer and Employee for all  purposes,  and
judgment to enforce any such  binding  decision  may be entered in the  Superior
Court,  Maricopa  County,  Arizona (and for this  purpose  Employer and Employee
hereby  irrevocably  consent  to the  jurisdiction  of said  court).  If  either
Employer or Employee  fails to select an  arbitrator  within  fifteen  (15) days
after written  demand from the other party to do so, then the Chief Judge in the
United States  District Court of the District of Arizona shall select such other
arbitrator.  At the  election of either  Employer or Employee,  all  arbitrators
shall be selected  pursuant to the then existing  rules and  regulations  of the
American  Arbitration  Association  governing  commercial  transactions.  At the
request  of  either  Employer  or  Employee,  arbitration  proceedings  shall be
conducted in the utmost  secrecy.  In such case,  all  documents,  testimony and
records shall be available for inspection  only for purposes of the  arbitration
and only by either party and their  respective  attorneys  and experts who shall
agree, in advance and in writing, to receive all such information in secrecy. In
all other respects,  the arbitrators  shall conduct all proceedings  pursuant to
the  Uniform  Arbitration  Act as adopted  by the State of Arizona  and the then
existing rules and regulations of the American Arbitration Association governing
commercial transactions.  The costs of the arbitration and the arbitrators shall
be borne by the non-prevailing party, as determined by the arbitrators, and each
party shall bear their own attorneys' fees.

          7.5  Prohibition  Against  Assignment.  This  Agreement is personal to
Employee  and  Employee  shall  not  assign  or  delegate  any of his  rights or
obligations hereunder without first obtaining the written consent of Employer.

          7.6 Governing  Law. This  Agreement  shall be governed in all respects
whether as to validity, construction,  capacity, performance or otherwise by the
laws of the State of Arizona.  The section  headings used in this  Agreement are
included  solely for  convenience  and shall not affect or be used in connection
with the interpretation of this Agreement.


                                       -6-

<PAGE>



          7.7  Severability.  The provisions of this  Agreement  shall be deemed
severable  and  the  invalidity  or  unenforceability  of any one or more of the
provisions of this Agreement shall not affect the validity and enforceability of
the other provisions.

     IN WITNESS WHEREOF, the parties have executed this document to be effective
the date first above written.

EMPLOYEE:                                    EMPLOYER:

                                             GUM TECH  INTERNATIONAL, INC.
                                             a Utah corporation


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

                                       -7-