EXHIBIT 10.3

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement (the "Agreement") is entered into
as of April 17, 2006, by and between Francis A. Newman (the "Executive") and
Medical Nutrition USA, Inc (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, 2006 (the "Effective
                  Date") and shall be automatically renewed on each 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 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 best efforts to
                  the performing of his duties and responsibilities under this
                  Section 1.2. Such performance may be either in the Company's
                  Englewood, NJ office or the Executive's 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 eighty five
                  thousand five hundred Dollars ($185,500), 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 reviewed by the Company
                  annually with an increase at the discretion of the
                  Compensation Committee and approved by the Board of Directors.

         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 any or all of: sales; gross profit;
                  EBITDA; and net income. The Annual Bonus may be awarded all in
                  cash or half in cash and half in stock at Executive's
                  discretion with the concurrence of the Compensation Committee.

         1.6.     Transportation Allowance. During the Employment Term,
                  Executive shall be entitled to receive a monthly
                  transportation allowance of $1,500, payable monthly in
                  advance.

         1.7.     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.

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         1.8.     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.

         1.9.     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 A 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.

         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.
<PAGE>


         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 annual Base
                  Salary; (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 or restricted stock 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." 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

     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
<PAGE>

                           (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.

                  (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 Medical Nutrition USA, Inc. 2003 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.
<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:       Medical Nutrition USA, Inc.
                                      Attn: Myra 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.

     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.
<PAGE>

                  (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.

     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]
<PAGE>

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

"Company"                              Medical Nutrition USA, Inc.
                                       a Delaware Corporation


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



"Executive"                            /s/ FRANCIS A. NEWMAN
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                         [Signature Page to Employment]