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                                                                      Ex - 10.46


                            AMENDMENTS TO EMPLOYMENT

        AGREEMENT made as of the 22nd day of July, 1996, between MBf USA, a 
Maryland corporation, having an office at 500 Park Boulevard, Itasca, IL 60143 
(the "Corporation") and EDWARD J. MARTEKA, an employee of the Corporation, with 
Social Security Number ###-##-#### (the "Executive").

                              W I T N E S S E T H:

        WHEREAS, the Corporation and the Executive entered into an Employment 
Agreement ("Employment Agreement") dated April 1, 1994, pursuant to which the 
Executive was employed as the President of MBf USA Inc., and American Health 
Products Corporation, a wholly-owned subsidiary of the Corporation, and

        WHEREAS, the Prior Employment Agreement remains in effect except where 
the following paragraphs replace the same numbered paragraphs found in the 
"Employment Agreement".

        NOW, THEREFORE, in consideration of the foregoing premises and the 
mutual promises and covenants contained herein, the parties hereby agree to 
the following paragraphs to be substituted and therefore is amended as herein 
provided.

12.     Termination and Resignation.

              (b)(i)  Thirty (30) days prior written notice from the Executive 
to the Corporation that the Executive elects to terminate this Agreement by 
resignation as of the date specified in the written notice.

13.     Effect of Termination and Resignation.

              (a)     In the event that this Agreement is terminated by the 
Corporation or the Executive resigns pursuant to 12.(b)(i), Executive shall be 
entitled to receive at the end of each month, commencing with the first month 
beginning after the effective date of such termination or resignation, an 
amount equal to the sum of his monthly base salary in effect at the time of 
termination or resignation and the monthly automobile allowance set forth in 
the Paragraph 5(c) for a period of six (6) months. In addition, the Corporation 
shall continue to provide to Executive during such six (6) month period (i) 
medical insurance and (ii) other additional benefits such as employee and 
company participation in the 40lK plan, vacation pay in effect at the same time 
of termination or resignation, and to which Executive was entitled hereunder. 
In the event Executive is terminated without cause or resigns, Executive will 
have ninety (90) days, at the end of this six (6) month severance period, 
within which to exercise his stock options he would have been eligible.

21.     Governing Law.

                This Agreement constitutes the entire agreement between the 
parties and shall be governed by and construed in accordance with the laws of 
the State of Illinois applicable to agreements made and to be performed solely 
within such State.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the day and year first above written.


MBf USA INC.



By:  /s/ LOI HENG SEWN                    /s/ EDWARD J. MARTEKA
     -------------------------------      --------------------------------
     LOI HENG SEWN                        EDWARD J. MARTEKA
     CHAIRMAN                             EXECUTIVE
     22nd July 1996                       July 22, 1996