EXHIBIT 10(j)
                          EMPLOYMENT AGREEMENT
                                     
     
               AMENDED AND RESTATED AGREEMENT dated the 6th day
     of August, 1997, by and between GUEST SUPPLY, INC., a New
     Jersey corporation (the "Company"), and TERI E. UNSWORTH
     (the "Employee").
     
                          W I T N E S S E T H :
                                
               WHEREAS, the parties desire to amend and restate
     in its entirety the Employment Agreement dated January 11,
     1988 between the Company and the Employee;
     
               WHEREAS, the Company wishes to retain the services
     of the Employee, and the Employee wishes to serve in the
     employ of the Company, upon the terms and conditions
     hereinafter set forth.
     
               NOW, THEREFORE, in consideration of the premises
     and the mutual agreements hereinafter set forth, the parties
     hereto hereby agree as follows:
     
               1.   Employment.
     
               1.1  The Company agrees to employ the Employee,
     and the Employee agrees to serve in the employ of the
     Company, for the term set forth in Section 1.2, in the
     position and with the responsibilities, duties and authority
     set forth in Section 2 and on the other terms and conditions
     set forth in this Agreement.
     
               1.2  The term of the Employee's employment under
     this Agreement shall commence as of August 1, 1997 and shall
     terminate on July 31, 2000, unless extended or sooner
     terminated in accordance with this Agreement.  
     
               1.3  As of July 31, 1998 and each subsequent
     July 31 during the term of this Agreement (each, an
     "Automatic Renewal Date"), unless either party shall have
     given a notice of non-extension not less than two (2)
     months prior to such Automatic Renewal Date, the term of
     this Agreement shall be extended automatically for a
     period of one (1) year to the first anniversary of the
     expiration date of the then-current term of this Agreement. 
     Once a notice of non-extension shall have been given by
     either party, there shall be no further automatic extension
     of this Agreement.
     
               2.   Position, Duties.  The Employee shall serve
     in the position of Vice President - Marketing of the
     Company.  The Employee shall perform, faithfully and
     diligently, such duties, and shall have such
     responsibilities, appropriate to said position, as shall
     be assigned to her from time to time by the President of
     the Company.  The Employee shall report directly to the
     President of the Company.  The Employee shall devote her
     complete and undivided attention to the performance of her
     duties and responsibilities hereunder during the normal
     working hours of executive employees of the Company.  The
     Employee will work from her residence in Los Angeles,
     California, and travel to the Company's corporate office and
     clients as required to effectively execute her duties and
     responsibilities.  
     
               3.   Salary.  During the term of this Agreement,
     in consideration of the performance by the Employee of the
     services set forth in Section 2 and her observance of the
     other covenants set forth herein, the Company shall pay the
     Employee, and the Employee shall accept, a base salary at
     the rate of $168,729 per annum, payable in accordance with
     the standard payroll practices of the Company.  The Employee
     shall be entitled to such increases in base salary during
     the term hereof as shall be determined by the Board of
     Directors of the Company in its sole discretion based on the
     performance of the Company, the performance of the Employee
     and increases in the cost of living.
     
               4.   Expense Reimbursement and Perquisites. 
     During the term of this Agreement, (a) the Company shall
     reimburse the Employee for all reasonable and necessary
     out-of-pocket expenses incurred by her in connection with
     the performance of her duties hereunder, upon the
     presentation of proper accounts therefor in accordance with
     the Company's policies and (b) the Employee shall be
     entitled to such perquisites as may be made available from
     time to time to senior executive employees of the Company.
     
               5.   Benefits.  During the term of this Agreement,
     the Employee will be eligible to participate in all employee
     benefit plans and programs offered by the Company from time
     to time to its employees of comparable seniority, including
     but not limited to group hospitalization, surgical and major
     medical insurance plans, subject to the provisions of such
     plans and programs as in effect from time to time.
     
               6.   Termination of Employment.
     
               6.1  Death.  In the event of the death of the
     Employee during the term of this Agreement, the Company
     shall continue to pay to the estate or other legal
     representative of the Employee the base salary provided for
     in Section 3 (at the annual rate then in effect) until the
     expiration of a period of three (3) months from the date of
     the Employee's death.  Rights and benefits of the estate or
     other legal representative of the Employee under the benefit
     plans and programs of the Company shall be determined in
     accordance with the provisions of such plans and programs.
     Neither the estate or other legal representative of the
     Employee nor the Company shall have any further rights or
     obligations under this Agreement.
     
               6.2  Disability.  If the Employee shall become
     incapacitated by reason of sickness, accident or other
     physical or mental disability and shall be unable to perform
     her normal duties hereunder for a cumulative period of two
     (2) months in any period of four (4) consecutive months, the
     employment of the Employee hereunder may be terminated by
     the Company or the Employee.  In the event of such
     termination, the Company shall continue to pay to the
     Employee the base salary provided for in Section 3 (at the
     annual rate then in effect) until the first to occur of (i)
     the expiration of a period of six (6) months from the date
     of such termination, (ii) the commencement of payment of
     benefits to the Employee under any disability plan or policy
     maintained by the Company or (iii) the expiration of a
     period of three (3) months from the date of death of the
     Employee.  The Company shall continue to carry the group
     life, hospitalization, surgical and major medical insurance
     coverage for the Employee for a one (1) year period
     following termination of employment.  Rights and benefits of
     the Employee under the benefit plans and programs of the
     Company shall be determined in accordance with the
     provisions of such plans and programs.  Neither the Employee
     nor the Company shall have any further rights or obligations
     under this Agreement, except as provided in Sections 7, 8, 9
     and 10.
     
               6.3  Due Cause.  The employment of the Employee
     hereunder may be terminated by the Company at any time for
     Due Cause (as hereinafter defined).  In the event of such
     termination, the Company shall pay to the Employee the base
     salary provided for in Section 3 (at the annual rate then in
     effect) accrued to the date of such termination and not
     theretofore paid to the Employee.  Rights and benefits of
     the Employee under the benefit plans and programs of the
     Company shall be determined in accordance with the
     provisions of such plans and programs. For purposes hereof,
     "Due Cause" shall mean (i) willful, gross neglect or
     willful, gross misconduct in the Employee's discharge of her
     duties and responsibilities under this Agreement, or (ii)
     the Employee's commission of (x) a felony or (y) any crime
     or offense involving moral turpitude; provided, however, the
     Employee shall be given written notice by a majority of the
     Board of Directors of the Company that it intends to
     terminate the Employee's employment for Due Cause, which
     written notice shall specify the act or acts upon the basis
     of which the majority of the Board of Directors of the
     Company intends so to terminate the Employee's employment,
     and the Employee shall then be given the opportunity, within
     fifteen (15) days of her receipt of such notice, to have a
     meeting with the Board of Directors of the Company to
     discuss such act or acts.  If the basis of such written
     notice is other than an act described in clause (ii), the
     Employee shall be given seven (7) days after such meeting
     within which to cease or correct the performance (or
     nonperformance) giving rise to such written notice and, upon
     failure of the Employee within such seven (7) days to cease
     or correct such performance (or nonperformance), the
     Employee's employment by the Company shall automatically be
     terminated hereunder for Due Cause.  After the satisfaction
     of any claim of the Company against the Employee incidental
     to such Due Cause, neither the Employee nor the Company
     shall have any further rights or obligations under this
     Agreement, except as provided in Sections 7, 8, 9 and 10.  
     
               6.4  Other Termination by the Company.  The
     Company may terminate the Employee's employment at any time
     for whatever reason it deems appropriate; provided, however,
     that in the event that such termination is not pursuant to
     Sections 6.1, 6.2 or 6.3:
     
               (A)  The Company shall pay to the Employee, within
     thirty (30) days of the date of such termination, a lump sum
     amount in cash equal to (a) if such termination shall take
     place prior to a Change in Control (as hereinafter defined),
     the lesser of (i) the product of one (1) month's base salary
     (at the highest monthly rate in effect during the six (6)
     month period immediately preceding such termination)
     multiplied by a fraction, the numerator of which shall be
     the Employee's annual base salary at a rate equal to the
     highest annual rate in effect, pursuant to Section 3, during
     the six (6) month period immediately preceding such
     termination, and the denominator of which shall be 10,000,
     or (ii) three (3) times the Employee's average annualized
     cash compensation (base salary and bonus) during the most
     recent five (5) taxable years of the Company ending before
     the date of such termination (or during such portion of such
     period as the Employee was employed by, or rendered services
     for, the Company), less $1,000, or (b) if such termination
     shall take place subsequent to a Change in Control, the
     lesser of (i) the product of two (2) months' base salary (at
     the highest monthly rate in effect during the six (6) month
     period immediately preceding such termination) multiplied by
     a fraction, the numerator of which shall be the Employee's
     annual base salary at a rate equal to the highest annual
     rate in effect, pursuant to Section 3, during the six (6)
     month period immediately preceding such termination, and the
     denominator of which shall be 10,000, or (ii) three (3)
     times the Employee's average annualized cash compensation
     (base salary and bonus) during the most recent five (5)
     taxable years of the Company ending before the date of such
     termination (or during such portion of such period as the
     Employee was employed by, or rendered services for, the
     Company), less $1,000.  The Employee shall be under no
     obligation to seek subsequent employment and upon obtaining
     subsequent employment shall be under no obligation to offset
     any amounts earned from such subsequent employment (whether
     as an employee, a consultant or otherwise) against such lump
     sum payment.
     
               (B)  The Company shall continue to carry the group
     life, hospitalization, surgical and major medical insurance
     coverage for the Employee for a two (2) year period
     following termination of employment.  
     
               (C)  Other rights and benefits of the Employee
     under the benefit plans and programs of the Company shall be
     determined in accordance with the provisions of such plans
     and programs.
     
               (D)  For a period of five years following
     termination of the employment of the Employee under Section
     6.4 (the "Consulting Period"), the Company shall retain the
     Employee to provide such consulting services, on such
     projects, at such compensation and at such times as are
     mutually agreed to from time to time by the Employee and the
     Company.  During the Consulting Period, the Employee shall
     be deemed an employee of the Company for purposes of the
     stock option plans and incentive plans of the Company (the
     "Plans").  Any options to purchase common stock, no par
     value (the "Common Stock"), of the Company (the "Options")
     heretofore or hereafter granted to the Employee pursuant to
     the Plans shall become fully exercisable and shall remain
     exercisable upon the termination of employment of the
     Employee until the first to occur of (a) the expiration of
     the term of such Options or (b) the expiration of the
     Consulting Period.  In the event the Company terminates the
     Employee's services as a consultant hereunder prior to the
     expiration of the Consulting Period, the Employee shall be
     entitled to receive payment from the Company of liquidated
     damages in an amount equal to the aggregate Adjusted Option
     Spread (as hereinafter defined), it being agreed that the
     Employee's damages might be impossible to ascertain and that
     such amount constitutes a fair and reasonable amount of
     damages under the circumstances and is not a penalty.  Any
     damages payable to the Employee hereunder shall be paid by
     the Company to the Employee within fifteen (15) days
     following the original expiration date of the Consulting
     Period.  For purposes hereof, the Adjusted Option Spread
     with respect to each Option held by the Employee on the date
     of termination of the Employee's services as a consultant
     hereunder shall be equal to the product of (a) the number of
     shares of Common Stock which are subject to such Option
     multiplied by (b) the excess of (i) the highest Market Price
     (as hereinafter defined) of the Common Stock during the
     period commencing on the date on which such Option ceases to
     be exercisable as a result of the termination of the
     Employee's services as a consultant hereunder and
     terminating on the original expiration date of the
     Consulting Period over (ii) the greater of (x) the option
     exercise price per share of Common Stock under such Option
     or (y) the highest Market Price of the Common Stock during
     the period commencing on the date of termination of the
     Employee's services as a consultant hereunder and
     terminating on the date on which such Option ceases to be
     exercisable as a result of such termination.  For purposes
     hereof, Market Price on any date shall mean the closing
     price per share of Common Stock on the New York Stock
     Exchange (or such other national securities exchange on
     which the Common Stock may be listed, if not listed on the
     New York Stock Exchange, or in the over-the-counter market,
     if not listed on a national securities exchange).
     
     Neither the Employee nor the Company shall have any further
     rights or obligations under this Agreement, except as
     provided in Sections 7, 8, 9 and 10.
     
               6.5  Voluntary Termination.  The Employee may
     terminate her employment with the Company at any time upon
     30 days' prior written notice to the Company.  In the event
     of such termination, the Company shall pay to the Employee
     the base salary provided for in Section 3 (at the annual
     rate then in effect) accrued to the date of such termination
     and not theretofore paid to the Employee.  Rights and
     benefits of the Employee under the benefit plans and
     programs of the Company shall be determined in accordance
     with the provisions of such plans and programs.  Neither the
     Employee nor the Company shall have any further rights or
     obligations under this Agreement, except as provided in
     Sections 7, 8, 9 and 10.
     
               6.6  Constructive Termination Subsequent to a
     Change in Control.  Anything herein to the contrary
     notwithstanding, if, subsequent to a Change in Control, the
     Company:
     
               (A) demotes the Employee to a lesser position than
     provided in Section 2;
     
               (B) causes a material change in the nature or
     scope of the authorities, powers, functions, duties, or
     responsibilities attached to the Employee's position as
     described in Section 2;
     
               (C) decreases the Employee's salary below the
     level provided for in Section 3 (taking into account
     increases made from time to time in accordance with Section
     3);
     
               (D) fails to agree in writing (within ten (10)
     days of such Change in Control) to employ the Employee for a
     period of not less than one year commencing with such Change
     in Control on the terms and conditions set forth in this
     Agreement; or
     
               (E) fails to obtain the agreement of a successor
     company to assume the obligation of the Company under this
     Agreement as required by Section 11.1; 
     
     then such action (or inaction) by the Company, unless
     consented to in writing by the Employee, shall constitute a
     termination of the Employee's employment by the Company
     pursuant to Section 6.4 (subsequent to a change in control
     for purposes of Section 6.4(A)).  Notwithstanding the
     preceding sentence, within thirty (30) days after learning
     of the action (or inaction) constituting the basis for a
     Constructive Termination of Employment, the Employee shall
     (unless she gives written consent thereto) advise the
     Company in writing, that the action (or inaction)
     constitutes a termination of her employment pursuant to
     Section 6.4.  In such event, the Company shall have thirty
     (30) days in which to correct such action (or inaction) and
     if the Company does so correct such action (or inaction) the
     Employee shall not be entitled to terminate her employment
     under this Section as a result of such action (or inaction)
     (the notice provided by the Employee to the Company of the
     action or inaction and the Company's correction of the
     action or inaction, being hereinafter referred to as the
     "Correction Process"); provided, however, that if the
     Employee and the Company engage in the Correction Process
     three (3) times subsequent to a Change in Control, the
     Employee shall not thereafter be required to engage in the
     Correction Process and shall be entitled to treat any such
     subsequent action or inaction by the Company as a
     termination of the Employee's employment pursuant to Section
     6.4 (subsequent to a change in control for purposes of
     Section 6.4(A)).
     
               6.7  Termination of Employment Following a Change
     in Control.  The Employee may terminate her employment with
     the Company during the one (1) year period following a
     Change in Control, and such termination of employment shall
     be deemed to constitute a termination of the Employee's
     employment by the Company pursuant to Section 6.4
     (subsequent to a change in control for purposes of Section
     6.4(A)).  For purposes of this Agreement, a Change in
     Control shall be deemed to have occurred if:
     
               (A) a "person" (meaning an individual, a
     partnership, or other group or association as defined in
     Sections 13(d) and 14(d) of the Securities Exchange Act of
     1934, other than the Employee or a group including the
     Employee) acquires twenty percent (20%) or more of the
     combined voting power of the outstanding securities of the
     Company having a right to vote in elections of directors and
     such acquisition shall not have been approved by a majority
     of the Continuing Directors (as hereinafter defined) then in
     office not later than sixty (60) days after completion of
     such acquisition; or
     
               (B) Continuing Directors shall for any reason
     cease to constitute a majority of the Board of Directors of
     the Company; or
     
               (C) the business of the Company is disposed of by
     the Company to a party or parties other than a subsidiary or
     other affiliate of the Company, in which the Company owns
     less than a majority of the equity, pursuant to a partial or
     complete liquidation of the Company, sale of assets
     (including stock of a subsidiary of the Company) or
     otherwise, and such disposition shall not have been approved
     in advance by a majority of the Continuing Directors then in
     office.
     
               For purposes of this Agreement, the term
     "Continuing Director" shall mean a member of the Board of
     Directors of the Company who either was a member of the
     Board of Directors on the date hereof or who subsequently
     became a Director and whose election, or nomination for
     election, was approved by a vote of at least two-thirds of
     the Continuing Directors then in office.
     
          <PAGE>
          7.   Confidential Information.
     
               7.1  The Employee shall, during the Employee's
     employment with the Company and thereafter, treat all
     confidential material confidentially and, except in
     accordance with the terms of this Agreement, shall not,
     without the prior written consent of a majority of the Board
     of Directors of the Company, disclose such material,
     directly or indirectly, to any party not at the time of such
     disclosure an employee or agent of the Company, or remove
     from the Company's premises any notes or records relating
     thereto, copies or facsimiles thereof (whether made by
     electronic, electrical, magnetic, optical, laser, acoustic
     or other means), or any other property of the Company.  The
     Employee agrees that all confidential material, together
     with all notes and records of the Employee relating thereto,
     and all copies or facsimiles thereof in the possession of
     the Employee (whether made by the foregoing or other means)
     are the exclusive property of the Company.  The Employee
     shall not in any manner use any confidential material, or
     any other property of the Company, in any manner not
     specifically directed by the Company or in any way which is
     detrimental to the Company, as determined by a majority of
     the Board of Directors of the Company in its sole
     discretion.
     
               7.2  For the purposes hereof, the term
     "confidential material" shall mean all information in any
     way concerning the activities, business or affairs of the
     Company or the Company's customers and clients, including,
     without limitation, information concerning trade secrets and
     the preparation of raw material for, manufacture of, and/or
     finishing processes utilized in the production of, the
     products or projects of the Company and/or any improvements
     therein, together with all sales and financial information
     concerning the Company and any and all information
     concerning projects in research and development or marketing
     plans for any such products or projects, and all information
     concerning the practices, customers and clients of the
     Company, and all information in any way concerning the
     activities, business or affairs of any of such customers or
     clients, as such, which is furnished to the Employee by the
     Company or any of its agents, customers or clients, as such,
     otherwise acquired by the Employee in the course of the
     Employees employment with the Company; provided, however,
     that the term "confidential material" shall not include
     information which (i) becomes generally available to the
     public other than as a result of a disclosure by the
     Employee, (ii) was available to the Employee on a
     non-confidential basis prior to her employment with the
     Company or (iii) becomes available to the Employee on a
     non-confidential basis from a source other than the Company
     or any of its agents, customers or clients, as such,
     provided that such source is not bound by a confidentiality
     agreement with the Company or any of such agents, customers
     or clients.
     
               7.3  Promptly upon the request of the Company, the
     Employee shall deliver to the Company all confidential
     material in the possession of the Employee without retaining
     a copy thereof, unless, in the opinion of counsel for the
     Company, either returning such confidential material or
     failing to retain a copy thereof would violate any
     applicable Federal, state, local or foreign law, in which
     event such confidential material shall be returned without
     retaining any copies thereof as soon as practicable after
     such counsel advises that the same may be lawfully done.
     
               7.4  In the event that the Employee is required,
     by oral questions, interrogatories, requests for information
     or documents, subpoena, civil investigative demand or
     similar process, to disclose any confidential material, the
     Employee shall provide the Company with prompt notice
     thereof so that the Company may seek an appropriate
     protective order and/or waive compliance by the Employee
     with the provisions hereof; provided, however, that if in
     the absence of a protective order or the receipt of such a
     waiver, the Employee is, in the opinion of counsel for the
     Company, compelled to disclose confidential material not
     otherwise disclosable hereunder to any legislative, judicial
     or regulatory body, agency or authority, or else be exposed
     to liability for contempt, fine or penalty or to other
     censure, such confidential material may be so disclosed.
     
               8.   Intellectual Property.  Any and all
     inventions made, developed or created by the Employee
     (whether at the request or suggestion of the Company or
     otherwise, whether alone or in conjunction with others, and
     whether during regular hours of work or otherwise) (a)
     during the period of this Agreement, or (b) within a period
     of one (1) year after the date of termination of employment
     hereunder, which may be directly or indirectly useful in, or
     relate to, the business of or tests being carried out by the
     Company, shall be promptly and fully disclosed by the
     Employee to the Board of Directors of the Company and shall
     be the Company's exclusive property as against the Employee,
     and the Employee shall promptly deliver to an appropriate
     representative of the Company as designated by the Board of
     Directors all papers, drawings, models, data and other
     material relating to any invention made, developed or
     created by her as aforesaid.  The Employee shall, at the
     request of the Company and without any payment therefor,
     execute any documents necessary or advisable in the opinion
     of the Company's counsel to direct issuance of patents or
     copyrights to the Company with respect to such inventions as
     are to be the Company's exclusive property as against the
     Employee or to vest in the Company title to such inventions
     as against the Employee.  The expense of securing any such
     patent or copyright shall be borne by the Company.
     
               9.   Non-Competition.  The Employee acknowledges
     that the services to be rendered by her to the Company are
     of a special and unique character.  The Employee agrees
     that, in consideration of her employment hereunder, the
     Employee will not (a) during the term of this Agreement and
     thereafter for a period of one (1) year commencing on the
     date of termination of her employment with the Company (i)
     engage, directly or indirectly, whether as principal, agent,
     distributor, representative, consultant, stockholder (other
     than an investment of not more than 5% of the stock of
     equity of any corporation the capital stock of which is
     publicly traded), employee or otherwise, in any activity or
     business venture which is competitive with the business
     conducted or proposed to be conducted by the Company as of
     the date of termination of her employment with the Company
     or (ii) solicit or entice or endeavor to solicit or entice
     away from the Company any person who was an officer,
     employee or consultant of the Company, either on her own
     account or for any person, firm, corporation or other
     organization, whether or not such person would commit any
     breach of her contract of employment by reason of leaving
     the service of the Company, and the Employee agrees not to
     employ, directly or indirectly, any person who was an
     officer or employee of the Company or who by reason of such
     position at any time is or may be likely to be in possession
     of any confidential information or trade secrets relating to
     the businesses or products of the Company, or (b) at any
     time, take any action or make any statement the effect of
     which would be, directly or indirectly, to impair the good
     will of the Company or the business reputation or good name
     of the Company, or be otherwise detrimental to the interests
     of the Company, including any action or statement intended,
     directly or indirectly, to benefit a competitor of the
     Company.
     
               10.  Equitable Relief.  In the event of a breach
     or threatened breach by the Employee of any of the
     provisions of Sections 7, 8 or 9 of this Agreement, the
     Employee hereby consents and agrees that the Company shall
     be entitled to an injunction or similar equitable relief
     from any court of competent jurisdiction restraining the
     Employee from committing or continuing any such breach or
     threatened breach or granting specific performance of any
     act required to be performed by the Employee under any of
     such provisions, without the necessity of showing any actual
     damage or that money damages would not afford an adequate
     remedy and without the necessity of posting any bond or
     other security.  Nothing herein shall be construed as
     prohibiting the Company from pursuing any other remedies at
     law or in equity which it may have.
     
               11.  Successors and Assigns.
     
               11.1 Assignment by the Company.  The Company shall
     require any successors (whether direct or indirect, by
     purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the
     Company to assume and agree to perform this Agreement in the
     same manner and to the same extent that the Company would be
     required to perform if no such succession had taken place.
     As used in this Section, the "Company" shall mean the
     Company as hereinbefore defined and any successor to its
     business and/or assets as aforesaid which otherwise becomes
     bound by all the terms and provisions of this Agreement by
     operation of law and this Agreement shall be binding upon,
     and inure to the benefit of, the Company, as so defined.
     
               11.2 Assignment by the Employee.  The Employee may
     not assign this Agreement or any part thereof without the
     prior written consent of a majority of the Board of
     Directors of the Company; provided, however, that nothing
     herein shall preclude one or more beneficiaries of the
     Employee from receiving any amount that may be payable
     following the occurrence of her legal incompetency or her
     death and shall not preclude the legal representative of her
     estate from receiving such amount or from assigning any
     right hereunder to the person or persons entitled thereto
     under her will or, in the case of intestacy, to the person
     or persons entitled thereto under the laws of intestacy
     applicable to her estate.  The term "beneficiaries", as used
     in this Agreement, shall mean a beneficiary or beneficiaries
     so designated to receive any such amount or, if no
     beneficiary has been so designated, the legal representative
     of the Employee (in the event of her incompetency) or the
     Employee's estate.
     
               12.  Governing Law.  This Agreement shall be
     deemed a contract made under, and for all purposes shall be
     construed in accordance with, the laws of the State of New
     Jersey applicable to contracts to be performed entirely
     within such State.
     
               13.  Entire Agreement.  This Agreement contains
     all the understandings and representations between the
     parties hereto pertaining to the subject matter hereof and
     supersedes all undertakings and agreements, whether oral or
     in writing, if any there be, previously entered into by them
     with respect thereto.
     
               14.  Amendment, Modification, Waiver.  No
     provision of this Agreement may be amended or modified
     unless such amendment or modification is agreed to in
     writing and signed by the Employee and by a duly authorized
     representative of the Company other than the Employee.
     Except as otherwise specifically provided in this Agreement,
     no waiver by either party hereto of any breach by the other
     party hereto of any condition or provision of this Agreement
     to be performed by such other party shall be deemed a waiver
     of a similar or dissimilar provision or condition at the
     same or any prior or subsequent time, nor shall the failure
     of or delay by either party hereto in exercising any right,
     power or privilege hereunder operate as a waiver thereof to
     preclude any other or further exercise thereof or the
     exercise of any other such right, power or privilege.
     
               15.  Arbitration.  Any controversy or claim
     arising out of or relating to this Agreement, or any breach
     thereof, shall, except as provided in Section 10, be settled
     by binding arbitration in accordance with the rules of the
     American Arbitration Association then in effect and judgment
     upon such award rendered by the arbitrator may be entered in
     any court having jurisdiction thereof.  The arbitration
     shall be held in the area where the Company then has its
     principal place of business. 
               
               16.  Attorneys' Fees and Costs.  All attorneys'
     fees, costs and expenses incurred by the prevailing party in
     connection with any litigation pursuant to Section 10 or any
     arbitration pursuant to Section 15 shall be borne by the
     non-prevailing party.
     
               17.  Notices.  Any notice to be given hereunder
     shall be in writing and delivered personally or sent by
     certified mail, postage prepaid, return receipt requested,
     addressed to the party concerned at the address indicated
     below or at such other address as such party may
     subsequently designate by like notice:
     
               If to the Company:
     
               Guest Supply, Inc.
               4301 U.S. Highway One South
               Post Office Box 902
               Monmouth Junction, New Jersey 08852-0902
     
               If to the Employee:
     
               Teri E. Unsworth
               1960 Deermont Road
               Glendale, California 91207
     
               18.  Severability.  Should any provision of this
     Agreement be held by a court or arbitration panel of
     competent jurisdiction to be enforceable only if modified,
     such holding shall not affect the validity of the remainder
     of this Agreement, the balance of which shall continue to be
     binding upon the parties hereto with any such modification
     to become a part hereof and treated as though originally set
     forth in this Agreement.  The parties further agree that any
     such court or arbitration panel is expressly authorized to
     modify any such unenforceable provision of this Agreement in
     lieu of severing such unenforceable provision from this
     Agreement in its entirety, whether by rewriting the
     offending provision, deleting any or all of the offending
     provision, adding additional language to this Agreement, or
     by making such other modifications as it deems warranted to
     carry out the intent and agreement of the parties as
     embodied herein to the maximum extent permitted by law.  The
     parties expressly agree that this Agreement as so modified
     by the court or arbitration panel shall be binding upon 
     and enforceable against each of them.  In any event, should
     one or more of the provisions of this Agreement be held to
     be invalid, illegal or unenforceable in any respect, such
     invalidity, illegality or unenforceability shall not affect
     any other provisions hereof, and if such provision or
     provisions are not modified as provided above, this
     Agreement shall be construed as if such invalid, illegal or
     unenforceable provisions had never been set forth herein.
     
               19.  Withholding.  Anything to the contrary
     notwithstanding, all payments required to be made by the
     Company hereunder to the Employee or her beneficiaries,
     including her estate, shall be subject to withholding of
     such amounts relating to taxes as the Company may reasonably
     determine it should withhold pursuant to any applicable law
     or regulation.  In lieu of withholding such amounts, in
     whole or in part, the Company, may, in its sole discretion,
     accept other provision for payment of taxes as permitted by
     law, provided it is satisfied in its sole discretion that
     all requirements of law affecting its responsibilities to
     withhold such taxes have been satisfied.
     
               20.  Survivorship.  The respective rights and
     obligations of the parties hereunder shall survive any
     termination of this Agreement to the extent necessary to the
     intended preservation of such rights and obligations.
     
               21.  Titles.  Titles of the sections of this
     Agreement are intended solely for convenience and no
     provision of this Agreement is to be construed by reference
     to the title of any section.
     
               IN WITNESS WHEREOF, the parties hereto have
     executed this Agreement as of the date first above written. 
     
     
     
     
                                        GUEST SUPPLY, INC.
     
     
     
                                          By /s/ Clifford W. Stanley
                                          Name: Clifford W. Stanley
                                          Title: President
                                            
     
     
                                           /s/ Teri E. Unsworth  
                                           Teri E. Unsworth
<PAGE>