EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of May
22,  1997,  by and  between  Cell &  Molecular  Technologies,  Inc.,  a Delaware
corporation   having  its  principal   offices  at  406  Grand  Central  Avenue,
Lavallette,  NJ 08735 (the  "Company" or "Employer")  and Thomas J. Livelli,  an
individual  residing  at  245  Bryn  Mawr  Avenue,  Lavallette,  NJ  08735  (the
"Employee").

                                  INTRODUCTION

     To provide for the best  interests  of the Company  and the  Employee,  the
Company and Employee have agreed to the terms and  conditions  set forth in this
Agreement.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
herein contained and for other good and valuable consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  parties,  intending  to be
legally bound hereby, agree as follows:

     1.   EMPLOYMENT.

     The Company  hereby  employs the  Employee  and the  Employee  accepts such
employment as President and Chief Executive Officer ("CEO") of the Company.

     2.   TERM OF AGREEMENT.

     This  Agreement  shall  commence  as of the date first  written  above (the
"Effective  Date") and shall  continue in effect for an initial term of 3 years;
provided,  however,  that it shall  automatically  renew for one additional year
upon  expiration  of such initial  term (the  initial term and renewal,  if any,
being hereinafter  referred to collectively as the 'Term") unless the Company or
Employee  shall give written  notice to the other that it or he does not wish to
extend this Agreement not later than 30 days prior to such renewal.

     3.   DUTIES.

     Employee shall be employed under this Agreement as President and CEO of the
Company,  with  scientific  responsibilities,  and agrees to perform  the duties
normally incidental to the position of President and CEO during the Term of this
Agreement.

     4.   SCOPE.

     The Employee  shall devote  substantially  full time to the business of the
Company during the Term of this Agreement. The Company acknowledges and supports
Employee's duties and


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responsibilities under a part-time appointment as a senior research associate at
Columbia  University,  and  Employee  and the Company  agree that  Employee  can
continue in such or a similar  position  during the Term  hereof,  provided  the
Employee's duties in such position do not unreasonably interfere with Employee's
duties under this Agreement.

     5.   COMPENSATION AND BENEFITS.

     During the Term of this  Agreement,  the Employee  shall be entitled to the
following compensation and benefits.

          (a) Base  Salary.  The  Company  shall pay to the  Employee  an annual
     salary of One Hundred Fifty Thousand Dollars ($150,000) ("Base Salary") for
     all services to be rendered by the Employee pursuant to this Agreement. The
     Base Salary shall be paid in equal installments every two weeks.

          (b) Employee  Benefit and Retirement  Programs.  The Employee shall be
     entitled to the benefits  described in Exhibit I hereto and the  management
     employees shall be entitled to the benefits described in Exhibit 2 hereto.

          (c) Expense  Reimbursement.  The Company shall  reimburse the Employee
     for  all  reasonable  and  necessary  travel  and  entertainment  expenses,
     disbursements,  and other  reasonable  and  necessary  incidental  expenses
     incurred for or on behalf of the Company, in addition to any fees, charges,
     or  costs  for  membership  in  business  or   professional   organizations
     reasonably  approved by the Company,  upon the  presentation of appropriate
     vouchers or other  evidence of such  expenditures.  The  Employee  will not
     incur any single  expense in excess of $2,000 without the prior approval of
     the Board of Directors or an appropriate committee thereof.

     6.   TERMINATION.

     (a) Termination  for Cause.  Employer may terminate  Employee's  employment
hereunder for Cause.  For purposes of this Agreement,  "Cause" shall mean and be
limited to (i) the willful and  continued  failure by Employee to  substantially
perform  his  duties  hereunder  (other  than any such  failure  resulting  from
Employee's  incapacity  due to  physical  or mental  illness)  after  demand for
substantial  performance is delivered by Employer  specifically  identifying the
manner in which Employer believes  Employee has not substantially  performed his
duties and the  failure to correct  such  failure  within 15 days of  Employee's
receipt of such  demand,  or (ii) the  willful  engaging by Employee in criminal
misconduct  which is injurious to Employer,  monetarily  or  otherwise,  and the
failure to correct such  failure  within 15 days of  Employee's  receipt of such
demand, or (iii) Employee is convicted by a court of competent  jurisdiction or,
or pleads guilty or nolo  contendere to, any felony  involving the possession of
controlled substance, moral turpitude, theft or larceny,

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or (iv) the willful  violation by Employee of the provisions of Section 8 hereof
provided that such violation results in material injury to Employer.

     (b) Termination for Good Reason.  Employee may terminate this Agreement for
"Good Reason".  "Good Reason" shall mean the occurrence of any  circumstance set
forth  below,  unless such  circumstance  is fully  corrected  within 30 days of
receipt by the Company of written notice of such circumstance from Employee:

          (1) the  assignment  to  Employee  of  "duties  inconsistent  with the
     position of President and CEO of the Company," (as defined below),  removal
     of the Employee from the position of President and CEO of the Company, or a
     substantial   diminution   in  the   nature   or   status   of   Employee's
     responsibilities  from those in effect as of the Effective Date, other than
     pursuant to a merger or combination of the Company with another  company in
     a transaction  approved by the vote of Employee in his capacity as a member
     of the  Board  of  Directors  of the  Company  or as a  shareholder  of the
     Company;

          (2) a reduction  by the Company of the Base Salary as in effect on the
     effective date hereof;

          (3) the deliberate failure by the Company to provide, within two weeks
     of the date payment was required, the compensation,  expense reimbursement,
     or benefits  specified  in Section 5,  provided  Employee is not the person
     responsible for payment of compensation, expense reimbursement or benefits;
     and  provided,  further,  that after the passage of two weeks from the date
     payment was required, Employee shall have given written notice to Frederick
     R.  Adler  and  Joseph K.  Pagano at their  addresses  or fax  machines  as
     provided  in Section  9(j) (or as changed  by notice to  Employee)  of such
     failure by the Company,  Employee  shall have called a meeting of the Board
     of Directors and such failure shall not have been  completely  cured by the
     close of  business  two  business  days after such  meeting of the Board of
     Directors.

          (4) any  breach of Section  3.1 of the  Shareholders  Agreement  which
     continues  more than 15 days after notice of such breach has been  received
     by Shareholders Adler and Pagano; or

          (5) any purported  termination  of employment  under this Agreement by
     the Company which is not based on "Cause"  under Section 6(a);  for purpose
     of this Agreement, no such purported termination shall be effective.

     (c)  Definition.  Employee's  duties at Molecular  Cell  Science,  Inc. and
Specialty Media,  Inc. prior to the date hereof related to executive  scientific
management  and  executive  business  development  shall not be  deemed  "duties
inconsistent  with the position of President  and CEO of the Company" as used in
Section 6(b)(1).


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<PAGE>



     (d)  Death or  Disability.  Upon the (i)  death  of  Employee,  or (ii) the
permanent disability of Employee such that he is no longer capable of performing
his duties under this Agreement,  the Company can terminate this Agreement after
ensuring payment of any applicable benefits provided in Section 5(b).

     (e) Judicial  Determination.  If a court  determines that "Good Reason" did
not exist for Employee's  termination of this  Agreement,  Employee shall become
subject to the obligations under Section 8.

     7.   COMPENSATION UPON TERMINATION.

     Upon  termination of employment as provided  herein during the term of this
Agreement, Employee shall be entitled to the following benefits:

          (a) For Cause or Other Than Good Reason.  If  employment is terminated
     by the  Company  for Cause,  or by  Employee  other  than for Good  Reason,
     Company  shall  pay to  Employee  the full  Base  Salary  up to the date of
     termination  at the rate in  effect  at the time and  shall  pay any  other
     amounts  payable to Employee up to the date of termination  pursuant to any
     other compensation plans,  programs, or this Agreement.  Upon such payment,
     the  Company  shall  have no  further  obligation  to  Employee  under this
     Agreement.

          (b)  Good  Reason  or Other  than  Cause,  Death,  or  Disability.  If
     employment  is terminated by the Employee for Good Reason or by the Company
     other than for Cause, death, or disability,  the Employee shall be entitled
     to the benefits set forth below:

               (1) The Company  shall pay to  Employee  (i) the full Base Salary
          through the date of  termination at the rate in effect at the time and
          no later than the loth business day following the date of termination;
          and (ii) all other  amounts to which  Employee is entitled  under this
          Agreement  or any  compensation  plan  of the  Company  applicable  to
          Employee at the time such payments are due; and

               (2) Employee shall be relieved of his  obligations  under Section
          8.

     8.   NON-DISCLOSURE; NON-COMPETITION.

     (a) Confidential Information. Subject to the disclosures and uses essential
to Employee's duties and responsibilities  under the part-time position referred
to in Section 4, Employee shall not, to the detriment of Employer, knowingly use
for his own benefit or disclose or reveal to any unauthorized  person, any trade
secret or other confidential  information  received by Employee in the course of
his  employment  or  engagement  in any  capacity by Employer  which  relates to
Employer or to any of the businesses operated by it, including,  but not limited
to, any scientific  procedures or processes,  customer  lists,  customer  needs,
price and performance information, specifications, hardware, software, devices,

                                       -4-


<PAGE>



supply  sources  and   characteristics,   business   opportunities,   marketing,
promotional,  pricing and financing techniques, or other information relating to
the  business  of  Employer,   and  Employee   confirms  that  such  information
constitutes the exclusive property of Employer.  However,  information shall not
be deemed to be confidential  if it is: (i) generally  available in the industry
in which Employer  operates,  (ii) a matter of common knowledge or public record
or is disclosed in published  literature  or (iii)  obtained by Employee  from a
third party without violation of any confidentiality agreement.  Employee agrees
that,  except as otherwise  expressly  agreed to by Employer,  he will return to
Employer,  promptly  upon the  request  of the  Board or any  executive  officer
designated by the Board,  at the time his  employment  terminates,  any physical
embodiment of such confidential information.

     (b) Non-Competition.  For a period of one year following the termination of
the Term,  other than a termination by Employer  without Cause, or a termination
by Employee for Good Reason,  Employee shall not engage,  directly or indirectly
(which  includes,   but  is  not  limited  to,  owning,   managing,   operating,
controlling, being employed by, giving financial assistance to, participating in
or  being  connected  in any  material  way with any  business  of the  Company;
provided,  however, that Employee's ownership as a passive investor of less than
one  percent  (1%) of the  issued and  outstanding  stock of any  publicly  held
corporation  or  partnership  so  engaged  shall  not by  itself  be  deemed  to
constitute such engagement by Employee.

     (c) Remedies.  Employee  recognizes  that the possible  restrictions on his
activities  which may occur as a result of his  performance  of his  obligations
under this Section 8 are required of the  reasonable  protection of Employer and
Employee expressly  acknowledges that damages alone will be an inadequate remedy
for any breach or violation of this Section 8, and that Employer, in addition to
all other remedies at law or in equity, shall be entitled, as a matter of right,
to injunctive relief,  including specific performance,  with respect to any such
breach or  violation,  in any  court of  competent  jurisdiction.  If any of the
provisions  of this  Section  8 are held to be in any  respect  an  unreasonable
restriction  upon  Employee,  then they shall be deemed to extend  only over the
maximum period of time,  geographic area, and/or range of activities as to which
they may be enforceable.

     9.   MISCELLANEOUS.

     (a) General  Interpretative  Principles.  For  purposes of this  Agreement,
except as expressly  provided or unless the context  otherwise  requires (i) the
terms  defined  in this  Agreement  have the  meanings  assigned  to them in the
provision  in which they  first  appear  and  include  the plural as well as the
singular,   (ii)  references  herein  to  "Sections"  or  "Subsections"  without
reference to a document are to  designated  Sections and  "Subsections"  of this
Agreement,  and (iii) the words  "herein"  and  "hereunder"  and other  words of
similar  import  refer to this  Agreement  as a whole and not to any  particular
provision.


                                       -5-

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     (b) Indemnification.  To the greatest extent not inconsistent with the laws
and public  policies of the State of New Jersey,  the Company  hereby  agrees to
indemnify  and hold  Employee  harmless  from and  against  any and all  claims,
liabilities, cost, or expense (including reasonable attorney's fees) incurred by
Employee in connection with any investigation,  hearing, or proceeding,  whether
administrative  or  judicial,   or  in  any  forum   whatsoever,   (as  such,  a
"proceeding"),  arising from or related to  Employee's  employment by Company or
performance of the duties hereunder.  The Company shall pay for or reimburse the
Employee on a monthly basis for the reasonable  expenses incurred by Employee in
connection with any such proceeding in advance of final  disposition,  within 10
business days of the submission by Employee of supporting documentation, subject
to first receiving from the Employee an unsecured written  undertaking to return
such  funds to the  Company  if a court  determines  that the  Employee  was not
entitled  thereto.  The  indemnification  and  advancement of expenses  provided
herein shall be applicable to any claims, investigation,  hearing, or proceeding
arising  from acts or  omissions  of  Employee  relating  to his  employment  or
performance  of the duties  hereunder  occurring  before or after the  Effective
Date. The obligations of this Section 9(b) shall survive the termination of this
Agreement.

     (c)  Cumulative  Remedies.  If either party  breaches any provision in this
Agreement,  the other party shall be entitled to pursue any remedy  available in
law or in equity.  The parties agree that remedies for breach of this  Agreement
are cumulative.

     (d)  Successors,  Binding  Agreement.  This  Agreement  shall  inure to the
benefit of and be  enforceable  by the parties and their legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.  The Company shall require any successor hereto to assume and agree to
perform this Agreement in accordance with its terms. Failure of any successor to
so assume  and  agree  shall  entitle  Employee  to all  rights  and  privileges
applicable to termination for "Good Reason."

     (e) Notice.  Notices,  requests or other communications provided for herein
shall be given in  writing,  sent by hand  delivery or by  recognized  overnight
delivery service or by registered or certified mail,  return receipt  requested,
with postage prepaid,  or by fax. Such notices shall be addressed to the parties
at their respective addresses set forth on the first page of this Agreement, or,
if to Mr. Adler, at 1520 South Ocean Boulevard,  Palm Beach, FL 33480 (or to fax
number (561) 659-1010) and if to Mr. Pagano, at 434 E. Cooper, Suite 201, Aspen,
CO 81611 (or to fax number (970) 920-7931), unless notice of a change of address
or fax is furnished  in the manner  provided in this  Section  8(e).  Any notice
which is required to be made within a stated  period of time shall be considered
timely if delivered before midnight of the last day of such period.

     (f) Waiver.  No provision  of this  Agreement  may be  modified,  waived or
discharged  unless such  waiver,  modification  or  discharge  is agreed to in a
writing signed by the parties hereto.  No waiver by any party hereto at any time
of any breach by any other party hereto of, or compliance with, any provision of
this Agreement to be performed by any

                                       -6-

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other party shall be deemed a waiver of similar or  dissimilar  provision at the
same or at any prior or subsequent time.

     (g) Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties  with  respect to the subject  matter  hereof.  There are no
other  written,  oral,  express,  or  implied  agreements,   understandings,  or
representations  between the parties  except as have been expressly set forth in
this Agreement.

     (h) Choice of Law. This Agreement shall be governed, construed and enforced
in accordance  with the internal  laws,  and not the laws of  conflicts,  of the
State of New Jersey.

     (i) Validity.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the Effective Date.


                                        CELL & MOLECULAR TECHNOLOGIES, INC.



                                        By:
                                           ------------------------------------
                                           Richard Malavarca, Vice-President




                                        EMPLOYEE


                                        
                                        ---------------------------------------
                                        Thomas J. Livelli


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