CAPRIUS, INC
                                One Parker Plaza
                           Fort Lee, New Jersey 07024




                                                                   April 4, 2000


Mr. Jack Nelson
281 Linden Avenue
Englewood, New Jersey 07631


Dear Jack:

         This letter sets forth our agreement regarding the payment to you of
$265,941.39, consisting of:

         1. $260,941.39 representing final payment, including principal and
interest accrued, on the Secured Promissory Note issue to you by Caprius, Inc.,
a Delaware corporation (the "Company"), dated December 28, 1999 (the "Note"),
and

         2. $5,000 representing the final compensation for your service as a
director to the Company, as authorized by the Board of Directors on October 14,
1999.

         In consideration of the foregoing, you agree to the following:

         1. You are resigning as a director of the Company immediately, and will
execute the attached resignation letter memorializing such resignation (the
"Resignation Letter").

         2. The above payment represents full payment under the terms of the
letter agreement between yourself and the Company, dated January 14, 2000 (the
"Letter Agreement"), Section 7 of the Severance and Consulting Agreement between
yourself and the Company, dated June 28, 1999 (the "Termination Agreement"), and
the Note.

         3. You represent that your security interest under the Note is hereby
terminated.

         4. You represent that except with respect to the payment described
herein, the terms and conditions of the Termination Agreement and the Letter
Agreement shall remain in full force and effect.

         Please respond to this letter agreement by sending via facsimile
executed copies of this agreement and the Resignation Letter to the Company and
the Company's counsel, Thelen Reid & Priest LLP, c/o Arjun Kampani, Esq. 40 West
57th Street, New York, New York 10024 (facsimile number: (212) 603-2001) and
then sending the originals of each of these documents and the Note via overnight
courier to the Company.

<PAGE>

         This letter agreement sets forth the entire agreement between the
parties hereto as to the subject matter herein, and cannot be amended, modified
or terminated except by an agreement in writing executed by the parties hereto.

         In the event any provision of this letter agreement is invalid, illegal
or unenforceable, the remainder of hereof shall be construed without taking into
effect such invalid, illegal or unenforceable provision.

         This letter agreement shall be governed by the laws of the State of New
York.

         Please signify your agreement to the foregoing by executing and
returning the letter as described above.


                                       Very truly yours,

                                       CAPRIUS, INC.


                                       By:  /s/ George Aaron
                                          --------------------------------------
                                          Name:   George Aaron
                                          Title:  President



This 4th day of April, 2000

/s/ Jack Nelson
--------------------------------
Jack Nelson


<PAGE>



                                                   April 3, 2000


The Board of Directors of
Caprius, Inc.
1 Parker Plaza
Fort Lee, New Jersey  07024



Gentlemen:

         I hereby resign as Director of Caprius, Inc., effective as of the date
hereof.



                                             Sincerely,

                                             /s/ Jack Nelson
                                             ------------------
                                             Jack Nelson