EXHIBIT 3.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

      This Executive Employment Agreement (the "Agreement") is entered into as
of March 1, 2003, by and between Francis A. Newman (the "Executive") and Gender
Sciences Inc., a New Jersey corporation (the "Company").

      1. Employment. The Company hereby agrees to Executive's employment, and
Executive hereby accepts such employment and agrees to perform his duties and
responsibilities, in accordance with the terms and conditions hereinafter set
forth.

            1.1 Employment Term. The term of Executive's employment under this
Agreement shall commence as of March 1, 2003 (the "Effective Date") and shall
continue until the third (3rd) anniversary of the Effective Date, unless earlier
terminated in accordance with Section 3 or Section 4 hereof. The period
commencing as of the Effective Date and ending on the third (3rd) anniversary of
the Effective Date, or such later date to which the term of Executive's
employment under the Agreement shall have been extended is hereinafter referred
to as the "Employment Term."

            1.2 Duties and Responsibilities. Executive shall serve in the
position of Chief Executive Officer. During the Employment Term, Executive shall
perform all duties and accept all responsibilities incident to such position or
other appropriate duties as may be assigned to him by the Company's Board of
Directors. Executive shall devote his full productive time and best efforts to
the performing of his duties and responsibilities under this Section 1.2. Such
performance may be either in the Englewood, NJ office or the McLean, VA office.

            1.3 No Conflicting Obligations. The Executive represents and
warrants to the Company that he is under no obligations or commitments, whether
contractual or otherwise, that are inconsistent with his obligations under this
Agreement. The Executive represents and warrants that he will not use or
disclose, in connection with his Employment, any trade secrets or other
proprietary information or intellectual property in which the Executive or any
other person has any right, title or interest and that his Employment will not
infringe or violate the rights of any other person. The Executive represents and
warrants to the Company that he has returned all property and confidential
information belonging to any prior employer.

            1.4 Base Salary. For all of the services rendered by Executive
hereunder the Company shall pay Executive an annual base salary (his "Base
Salary") of one hundred and fifty thousand Dollars ($150,000), payable in
installments at such times as the Company shall pay its other senior level
executives (but in any event no less often than monthly). The Base Salary shall
be one hundred and thirty five thousand Dollars ($135,000) initially and may be
increased to one hundred and fifty thousand Dollars ($150,000) on July 1, 2003
based upon review and the continued progress of the company. The base salary
shall be reviewed by the Company annually with an increase not to exceed more
than ten percent (10%) in any year, which increase shall be at the discretion of
the Board of Directors and approved by the Compensation Committee.

            1.5 Bonus. In addition to the Base Salary, the Executive shall
receive an annual incentive bonus (the "Annual Bonus") in an amount up to (i)
100% of his Base Salary if the Company achieves agreed upon targets. The Board
of Directors shall fix the targets for each year during the Employment Term.
These targets may include gross profit %, net profit, EBITDA, stock price,
budget/sales forecast, expense control, an operating budget by product, and a
capital raise. The Annual Bonus may be awarded half in cash, half in restricted
stock or stock options. The Compensation Committee will approve the Annual Bonus
Plan and Bonus Pool. The bonus program for the year beginning January 1, 2003 is
attached hereto as "Exhibit A".

<PAGE>

            1.6 Restricted Stock. Executive shall receive a grant of 250,000
shares of restricted common stock upon execution of this agreement. The shares
will vest 100% on the first year anniversary of Executive's employment, or
sooner as provided for in Sections 3, 4 or 5 of this Agreement.

            1.7 Automobile Allowance. During the Employment Term, Executive
shall be entitled to receive a monthly automobile allowance, payable monthly in
advance, which shall include all costs attendant to the use of the automobile,
including, but not limited to, liability and property insurance coverage, costs
of maintenance and fuel. Notwithstanding the foregoing, the amount of the
monthly automobile allowance shall be reviewed by the Company annually. In no
event shall the monthly auto allowance exceed $1,000.00.

            1.8 Benefits. The Executive will be eligible to participate in such
employee benefit plans of the Company that may be in effect from time to time
and that are offered to the Company's senior level executives as a group or to
its employees generally, as such plans or programs may be in effect from time to
time, including without limitation, medical insurance.

            1.9 Reimbursement of Expenses; Vacation. During his Employment, the
Executive shall be authorized to incur necessary and reasonable travel,
entertainment and other business expenses in connection with his duties
hereunder. The Company shall reimburse the Executive for such expenses upon
presentation of an itemized account and appropriate supporting documentation,
all in accordance with the Company's generally applicable policies for senior
level executives as a group. Executive shall be entitled to four (4) weeks paid
vacation per year and paid holidays in accordance with the Company's normal
personnel policies.

            1.10 Tax Withholding. The Company may withhold from any compensation
or other benefits payable under this Agreement all federal, state, city or other
taxes as shall be required pursuant to any law or governmental regulation or
ruling.

      2. Confidentiality and Non-Compete. The Executive has entered into a
Confidentiality and Non-Compete Agreement with the Company which includes a
Non-Solicitation and Non-Disturbance section, which is attached hereto as
Exhibit B and incorporated herein by this reference.

      3. Termination. The Employment Term shall terminate upon the occurrence of
any one of the following events:

            3.1 Disability. The Company may terminate the Employment Term if
Executive is unable substantially to perform his duties and responsibilities
hereunder to the full extent required by the Company by reason of illness,
injury or incapacity for three (3) consecutive months, or for more than six (6)
months in the aggregate during any period of twelve (12) calendar months. In the
event of such termination, the Company shall pay Executive his Base Salary
through the date of such termination. In addition, Executive shall be entitled
to the following: (i) a pro rata Annual Bonus, if applicable, for the year of
termination; (ii) any other amounts earned, accrued or owing but not yet paid
under Section 1 above; (iii) continued participation for the remaining
Employment Term in those benefits in which he was participating on the date of
termination which, by their terms, permit a former employee to participate; and
(iv) any other benefits in accordance with applicable plans and programs of the
Company. In such event, the Company shall have no further liability or
obligation to Executive for compensation under this Agreement except as
otherwise specifically provided in this Agreement. Executive agrees, in the
event of a dispute under this Section 3.1, to submit to a physical examination
by a licensed physician selected by the Company. The Company agrees that
Executive shall have the right to have his personal physician present at any
examination conducted by the physician selected by the Company.


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<PAGE>

            3.2 Cause. The Company may terminate the Employment Term, at any
time, for "Cause," in which event all payments under this Agreement shall cease,
except for Base Salary to the extent already accrued. For purposes of this
Agreement, "Cause" shall mean:

                  (a) An unauthorized use or disclosure by the Executive of the
Company's confidential information or trade secrets, which use or disclosure
causes material harm to the Company;

                  (b) A material breach by the Executive of any agreement
between the Executive and the Company;

                  (c) A material failure by the Executive to comply with the
Company's written policies or rules;

                  (d) The Executive's gross negligence or willful misconduct; or

                  (e) A failure by the Executive to perform assigned duties
after receiving written notification of such failure from the Board of
Directors; or

                  (f) The conviction of a crime, which is classified as a
felony.

            The foregoing shall not be deemed an exclusive list of all acts or
omissions that the Company may consider as grounds for the termination of the
Executive's Employment without Cause.

            3.3 Termination by the Company Without Cause. The Company may
terminate the Employment Term, at any time, without Cause. In the event
Executive is terminated without Cause, Executive shall be entitled to receive:
(i) any amounts earned, accrued or owing but not yet paid pursuant to Section 1
above; (ii) a lump sum severance payment in an aggregate amount equal to the sum
of one (1) times Executive's then-current Base Salary for the remainder of the
Executive's Employment Term; (iii) a continuation of all benefits for which
Executive is eligible to participate as of the Termination Date in a fashion
which is similar to those which Executive is receiving immediately prior to the
Termination Date for a period of one (1) year after such termination without
cause; and (iv) all unvested stock options held by Executive shall become
immediately 100% vested , and any restrictions on restricted stock held by
Executive shall lapse. Amounts payable and benefits to be received pursuant to
subsections (i), (ii), (iii) and (iv) of the preceding sentence will be
collectively referred to herein as the "Severance Package."


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<PAGE>

            3.4 Constructive Termination Without Cause.

                  (a) Constructive Termination Without Cause shall mean a
termination of the Executive's employment at his initiative following the
occurrence, without the Executive's written consent, of one or more of the
following events:

                        i) A material diminution in Executive's duties, title,
responsibilities, authority as Chief Executive Officer or the assignment to
Executive of duties which are materially inconsistent with his duties or which
materially impair the Executive's ability to function in his then current
position; and

                  (b) In the event of a Constructive Termination Without Cause,
Executive shall be entitled to receive the Severance Package.

      4. Payments Upon a Change in Control.

            4.1 Definitions. For all purposes of this Section 4, the following
terms shall have the meanings specified in this Section 4.1 unless the context
clearly otherwise requires:

                  (a) "Change in Control" means:

                        i) A merger or acquisition in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the State of the Company's incorporation;

                        ii) A stockholder approved sale, transfer or other
disposition of all or substantially all of the assets of the Company;

                        iii) A transfer of all or substantially all of the
Company's assets pursuant to a partnership or joint venture agreement or similar
arrangement where the Company's resulting interest is less than fifty percent
(50%);

                        iv) Any reverse merger in which the Company is the
surviving entity but in which fifty percent (50%) or more of the Company's
outstanding voting stock is transferred to holders different from those who held
the stock immediately prior to such merger;

                        v) On or after the date hereof, a change in ownership of
the Company through an action or series of transactions, such that any person is
or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the securities of the
combined voting power of the Company's outstanding securities; or

                        vi) A majority of the members of the Board are replaced
during any twelve-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of such
appointment of election.

                  (b) "Termination Date" shall mean the date of receipt of a
Notice of Termination of this Agreement or any later date specified therein.


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<PAGE>

                  (c) "Termination of Employment" shall mean the termination of
Executive's actual employment relationship with the Company.

                  (d) "Termination Upon a Change in Control" shall mean a
Termination of Employment upon or within one (1) year after a Change in Control
initiated by the Company for any reason permitted under this Agreement other
than (x) the Executive's disability, as described in Section 3.1 hereof, (y)
death, or (z) for "Cause," as described in Section 3.3 hereof.

            4.2 Notice of Termination. Any Termination upon a Change in Control
shall be communicated by a Notice of Termination to the other party hereto given
in accordance with Section 11 hereof. For purposes of this Agreement, a "Notice
of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) briefly summarizes the
facts and circumstances deemed to provide a basis for a Termination of
Employment and the applicable provision hereof, and (iii) if the Termination
Date is other than the date of receipt of such notice, specifies the Termination
Date (which date shall not be more than fifteen (15) days after the giving of
such notice).

            4.3 Severance Compensation upon Termination. In the event of
Executive's Termination upon a Change in Control, Executive shall be entitled to
receive the Severance Package. In such event, the Company shall have no further
liability or obligation to Executive for compensation under this Agreement
except as otherwise specifically provided in this Agreement.

      5. Acceleration of Equity Incentives. As of the occurrence of the
termination of Executive's employment by the Company without Cause, by Executive
in the event of a Constructive Termination Without Cause, or a termination upon
a Change in Control, notwithstanding any provision in the Gender Sciences Inc.
200_ Omnibus Equity Incentive Plan (or any agreement entered into thereunder or
any successor stock compensation plan or agreement thereunder) to the contrary,
any stock option then held by Executive shall be exercisable and any restriction
on any restricted stock then held by Executive shall lapse or be deemed fully
satisfied, as applicable.

      6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit Executive's continuing or future participation in or rights under any
benefit, bonus, incentive or other plan or program provided by the Company or
any affiliate and for which Executive may qualify; provided, however, that if
Executive becomes entitled to and receives all of the payments provided for in
this Agreement, Executive hereby waives his right to receive payments under any
severance plan or similar program applicable to all employees of the Company.

      7. Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of the Executive's employment to the
extent necessary to the intended preservation of such rights and obligations.

      8. Release. Receipt of the Severance Package pursuant to Sections 3.4, 3.5
or 4.3 shall be in lieu of all other amounts payable by the Company to Executive
and in settlement and complete release of all claims Executive may have against
the Company other than those arising pursuant to payment of the Severance
Package. Executive acknowledges and agrees that execution of a general release
of claims in favor of the Company setting forth the terms of this Section 8 and
otherwise reasonably acceptable to the Company and Executive shall be a
condition precedent to the Company's obligation to pay the Severance Package to
Executive. The cash portion of the Severance Package shall be due and payable by
the Company within thirty (30) days after applicable termination of the
Employment Period.


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<PAGE>

      9. Arbitration; Expenses.

            (a) In the event of any dispute under the provisions of this
Agreement other than a dispute in which the sole relief sought is an equitable
remedy such as an injunction, the parties shall be required to have the dispute,
controversy or claim settled by arbitration in the City of Englewood, New Jersey
in accordance with the commercial arbitration rules then in effect of the
American Arbitration Association, before a panel of three arbitrators, two of
whom shall be selected by the Company and Executive, respectively, and the third
of whom shall be selected by the other two arbitrators. Any award entered by the
arbitrators shall be final, binding and nonappealable and judgment may be
entered thereon by either party in accordance with applicable law in any court
of competent jurisdiction. This arbitration provision shall be specifically
enforceable. The fees of the American Arbitration Association and the
arbitrators and any expenses relating to the conduct of the arbitration
(including reasonable attorneys' fees and expenses) shall be paid as determined
by the arbitrators.

            (b) In the event of an arbitration or lawsuit by either party to
enforce the provisions of this Agreement following a Change in Control, the
party that prevails on any material issue which is the subject of such
arbitration or lawsuit, shall be entitled to recover from the other party the
reasonable costs, expenses and attorneys' fees the party has incurred
attributable to such issue.

      10. Notices. Any notice required to be given hereunder shall be delivered
personally, shall be sent by first class mail, postage prepaid, return receipt
requested, by overnight courier, or by facsimile, to the respective parties at
the addresses given below, which addresses may be changed by the parties by
notice conforming to the requirements of this Agreement.

         If to the Company, to:      Gender Sciences Inc.
                                     Attn: Arnold Gans
                                     10 West Forest Avenue
                                     Englewood, New Jersey 07631
                                     Facsimile: (201) 569-3224

         If to Executive, to:        Francis A. Newman
                                     1118 Basil Road
                                     McLean, VA 22101
                                     Facsimile: 703-442-5095

         Cc:                         Board of Directors
                                     Compensation Committee Chairman
                                     Audit Committee Chairman

Any such notice deposited in the mail shall be conclusively deemed delivered to
and received by the addressee four (4) days after deposit in the mail, if all of
the foregoing conditions of notice shall have been satisfied. All facsimile
communications shall be deemed delivered and received on the date of the
facsimile, if (a) the transmittal form showing a successful transmittal is
retained by the sender, and (b) the facsimile communication is followed by
mailing a copy thereof to the addressee of the facsimile in accordance with this
paragraph. Any communication sent by overnight courier shall be deemed delivered
on the earlier of proof of actual receipt or the first day upon which the
overnight courier will guarantee delivery.


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<PAGE>

      11. Contents of Agreement; Amendment and Assignment.

            (a) This Agreement supersedes all prior agreements and sets forth
the entire understanding between the parties hereto with respect to the subject
matter hereof and cannot be changed, modified, extended or terminated except
upon written amendment approved by the Company and executed on its behalf by a
duly authorized officer.

            (b) All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto, except that the duties and responsibilities of Executive
hereunder are of a personal nature and shall not be assignable or delegable in
whole or in part by Executive.

      12. Severability. If any provision of this Agreement or application
thereof to anyone or under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other provision or application of this Agreement which can be given
effect without the invalid or unenforceable provision or application and shall
not invalidate or render unenforceable such provision or application in any
other jurisdiction. If any provision is held void, invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances.

      13. Remedies Cumulative; No Waiver. No remedy conferred upon a party by
this Agreement is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity. No
delay or omission by a party in exercising any right, remedy or power hereunder
or existing at law or in equity shall be construed as a waiver thereof, and any
such right, remedy or power may be exercised by such party from time to time and
as often as may be deemed expedient or necessary by such party in its sole
discretion.

      14. Beneficiaries; References. Executive shall be entitled, to the extent
permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death by giving the Company written notice thereof. In the event of
Executive's death or a judicial determination of his incompetence, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.

      15. Captions. All section headings and captions used in this Agreement are
for convenience only and shall in no way define, limit, extend or interpret the
scope of this Agreement or any particular section hereof

      16. Executed Counterparts. This Agreement may be executed in one or more
counterparts, all of which when fully-executed and delivered by all parties
hereto and taken together shall constitute a single agreement, binding against
each of the parties. To the maximum extent permitted by law or by any applicable
governmental authority, any document may be signed and transmitted by facsimile
with the same validity as if it were an ink-signed document. Each signatory
below represents and warrants by his signature that he is duly authorized (on
behalf of the respective entity for which such signatory has acted) to execute
and deliver this instrument and any other document related to this transaction,
thereby fully binding each such respective entity.


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<PAGE>

      17. Governing Law. This Agreement shall be governed by and interpreted
under the laws of the State of New Jersey without giving effect to any conflict
of laws provisions.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


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<PAGE>

      IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first above written.

"COMPANY"                               GENDER SCIENCES INC.
                                        a New Jersey Corporation

                                        ----------------------------------------


"EXECUTIVE"                             Francis A. Newman
                                        ----------------------------------------

                    [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]


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<PAGE>

                                                                       EXHIBIT A

                    CONFIDENTIALITY AND NON-COMPETE AGREEMENT

      THIS CONFIDENTIALITY and NON-COMPETE AGREEMENT ("Agreement") is entered
into on _____________, between ______________ ("Employee") and Medical Nutrition
USA, Inc. ("Employer").

      1. Definitions. As used in this Agreement, the following terms have the
following definitions:

            a. Clients: Any person or entity for whom Employer performs
services, to whom Employer sells or licenses products, or from whom Employer,
Employee or both obtain information.

            b. Confidential Information: Proprietary or confidential information
that Employer has or will develop, compile, own or exclusively license, or that
Employer receives under conditions of confidentiality. Confidential Information
includes not only information disclosed by Employer (including its employees,
agents, and independent contractors) or its Clients to Employee in the course of
employment, but also information (including Inventions) developed or learned by
Employee during the course of employment with Employer.

                  Confidential Information is broadly defined and includes (i)
all information that has or could have commercial value or other utility in the
business in which Employer or its Clients are engaged or in which they
contemplate engaging; (ii) all information that, if disclosed without
authorization, could be detrimental to the interest of Employer or its Clients,
whether or not such information is identified as Confidential Information by
Employer or its Clients; (iii) all information that has not been released by
Employer to the general public. For example, Confidential Information includes,
but is not limited to, techniques, methods, processes, formulas, trade secrets,
inventions, discoveries, improvements, research or development information,
specifications, data, patent applications, patents, patent rights, software,
algorithms, flow charts, data flow diagrams, state transition diagrams, formats,
technical plans and designs, marketing plans, business plans, strategies,
forecasts, price lists and other unpublished financial information, budgets,
projections, customer and supplier lists, characteristics, and agreements.

            c. Inventions: Discoveries, developments, designs, ideas,
improvements, inventions, formulas, processes, techniques, know-how, and data
(whether or not patentable or registerable under copyright or similar statutes).

      2. Effective Date. This Agreement will be effective on the earlier of (i)
commencement of Employee's employment with Employer or (ii) the date and time at
which any Confidential Information was or is first disclosed to Employee.

      3. Use and Protection of Employer's Confidential Information. Employee
acknowledges that the unauthorized use or disclosure of Confidential Information
may be highly prejudicial to the interests of Employer or its Clients, an
invasion of privacy, or an improper disclosure of trade secrets. Employee
therefore agrees, at all times during and after Employee's employment to use all
reasonable care to protect the Confidential Information by observing, at a
minimum, the following guidelines:

<PAGE>

            a. Employee will hold in trust, keep confidential, not make use of,
and not disclose or reveal to any third party any Confidential Information,
directly or indirectly, except in the course of Employee's employment with
Employer and for the benefit of Employer. Employee will not copy, reproduce,
remove, or otherwise cause the transmission of Confidential Information or
Inventions from Employer's principal place of business or such other place of
business specified by Employer, except within the authorized scope of his
employment.

      4. Noncompetition.

            a. Except with the express prior written consent of the Board of
Directors, Employee will not, during the period of employment with Employer and
for a period of one (1) year thereafter, (i) engage in any employment or
activity outside of Employer which actually or potentially is in conflict with
Employer's business or related interests, (ii) induce any other employee of or
consultant to Employer to engage in any such employment or activity, or (iii)
solicit any Clients or potential Clients of Employer for services similar to
those performed by Employer, even if not directly competitive with such
services.

            b. In order for Employer to protect its trade secrets, confidential
information and client relationships, for a period of one year immediately after
termination of Employee's employment with Employer, Employee will not interfere
with Employer's business by soliciting an employee to leave Employer's employ,
by inducing a consultant to sever the consultant's relationship with Employer,
or by soliciting business from any of Employer's Clients.

      5. Prior Knowledge and Prior Relationships.

            a. Except as disclosed in Attachment A, Employee has no knowledge of
any Confidential Information other than information Employee has learned from
Employer.

            b. Employee has no agreements, relationships, or commitments to any
other person or entity that conflict with or would prevent Employee from
performing any of Employee's obligations to Employer under this Agreement.

            c. Employee will not disclose to Employer, use, or induce Employer
to use any proprietary information or trade secrets that Employee obtained in
the course and scope of previous employment relationships. Employee represents
and promises that Employee has returned all property and Confidential
Information belonging to other employers.


                                      -2-
<PAGE>

      6. Non-Solicitation. During the period of employment with the Company and
for the period after during which the "Severance Package" is in effect:

            a. The [Employee / Executive] will not solicit or cause to be
solicited, or aid in the solicitation of business from past or current clients
or active prospects of the Company for services or products similar to those
being developed, licensed, marketed or sold by the Company; and

            b. The [Employee / Executive] will not directly or indirectly
contact or solicit any employee of the Company with regard to present, future or
contemplated employment opportunities on behalf of himself, or any other person,
firm, corporation, governmental agency or other entity.

      7. Notices. Any notice, report, or statement required or permitted under
this Agreement will be considered to be given or transmitted when sent by
certified mail, postage prepaid, addressed to the party for whom it is intended
at its address of record; by facsimile, which notice will be effective on
computer confirmation of receipt; or by courier or messenger service, which
notice will be effective on receipt by recipient as indicated on the carrier's
receipt. The record addresses of the parties are as follows:

Employer:               10 West Forest Avenue
                        Englewood, NJ  07631
                        Facsimile: (201) 569-3224

Employee:               _____________________

      8. No Waiver. No waiver of a breach, failure of any condition, or any
right or remedy contained in or granted by this Agreement will be effective
unless it is in writing and signed by the party waiving the breach, failure,
right, or remedy. No waiver of any breach, failure, right, or remedy will be
deemed a waiver of any other breach, failure, right, or remedy, whether or not
similar, nor will any waiver constitute a continuing waiver unless the writing
so specifies.

      9. Governing Law. This Agreement, and any dispute arising from the
relationship between the parties to this Agreement, shall be governed and
determined by the laws of the State of New Jersey. Any dispute that arises under
or relates to this Agreement (whether Contract, Tort, or both) shall be resolved
in the applicable state or federal court and the parties expressly waive any
right they may otherwise have to cause any such action or proceeding to be
brought or tried elsewhere.

      10. Severability. If any provision of this Agreement is invalid or
unenforceable by a court of competent jurisdiction, that invalidity will not
affect any other provision or provisions of this Agreement unless an essential
purpose of this Agreement would be defeated by the loss of the illegal,
unenforceable, or invalid provision.


                                      -3-
<PAGE>

      11. Attachments. Attachment A constitutes a part of this Agreement and is
incorporated into this Agreement by this reference.

      12. Binding Effect. This Agreement will inure to the benefit of and be
binding on the successors and assigns of Employer and Employee.

      13. Integration. This Agreement and its Attachments constitutes the final,
complete, and exclusive statement of the Agreement between Employee and Employer
with respect to the protection and disclosure of Confidential Information. The
parties agree that this Agreement supersedes all prior and contemporaneous
understandings or agreements of the parties and that there are no express or
implied agreements contrary to this Agreement.

            This Agreement may be amended, supplemented, or modified only by the
mutual agreement of the parties. No amendment, supplement, or modification of
this Agreement will be binding unless it is in writing and signed by both
parties.

      14. Specific Performance.

            a. Because Employee's breach of this Agreement may cause Employer
irreparable harm for which money is inadequate compensation, Employer will be
entitled to injunctive relief through litigation, arbitration, or any other
proceeding, to enforce this Agreement, in addition to damages and other
available remedies in contract, tort, or both, such as attorney's fees and
costs.

            b. Employee acknowledges and agrees that the protection set forth in
this Agreement are a material condition to employment with, and compensation by,
Employer.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on this ______
day of __________ at Englewood, New Jersey.

MEDICAL NUTRITION USA, INC.


----------------------------------
By: Arnold Gans
Its:  President


[EMPLOYEE]

----------------------------------
Employee


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