AMENDED EMPLOYMENT AGREEMENT
                          ----------------------------

     THIS AMENDED  EMPLOYMENT  AGREEMENT (the  "Agreement")  is dated as of this
25th day of May, 2001, and is by and between Evergood  Products  Corporation,  a
Delaware corporation with an office for purposes of this Agreement at 140 Lauman
Lane, Hicksville, New York 11801 and its subsidiaries, (hereinafter collectively
the "Company" or "Employer")  and Charlotte Rich  (hereafter the "Employee") and
it amends and replaces the existing  Employment  Agreement  between Employee and
Company.

                              W I T N E S S E T H :

     WHEREAS:

     (a)  Company  still  wishes to engage the  services  of  Employee to render
services  for  and on  its  behalf  in  accordance  with  the  following  terms,
conditions and provisions; and

     (b) Employee still wishes to perform such services for and on behalf of the
Company, in accordance with the following terms conditions and provisions.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
herein  contained  and the parties  hereto  intending to be legally bound hereby
agree as follows:
<PAGE>

     1.  EMPLOYMENT.  Company hereby employs  Employee and Employee accepts such
employment  and shall perform her duties and the  responsibilities  provided for
herein in accordance with the terms and conditions of this Agreement.

     2.  EMPLOYMENT  STATUS.  Employee shall at all times be Company's  employee
subject to the terms and conditions of this Agreement.

     3. TERM.  The term of this Agreement (the "Term") shall commence on May 25,
2001, and shall terminate on January 24, 2005 (the  "Termination  Date"),  for a
total term of 4 years and 8 months,  unless earlier terminated pursuant to terms
and  provisions of this  Agreement;  and, will be extended for  additional  five
consecutive (5) year terms on terms mutually agreed to by the parties.

     4. POSITION.  During Employee's employment hereunder,  Employee shall serve
as an officer and director of the Company. In such position, Employee shall have
the  customary  powers,  responsibilities  and  authorities  of officers in such
position of corporations  of the size, type and nature of the Company  including
being generally  responsible  for the operations of Employer's  business and the
day-to-day and certain financial decisions of the Employer's business.  Employee
shall  perform  such  duties and  exercise  such  powers  commensurate  with her
position  and  responsibilities.  Neither  Employee's  title(s)  nor  any of her
functions  nor the manner in which he shall report shall be changed,  diminished

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<PAGE>

or  adversely  affected  during the Term,  as it may be  extended,  without  her
consent.  Employee  shall be provided  with an office,  staff and other  working
facilities  consistent with her positions and as required for the performance of
her duties.  In addition,  Company  agrees to cause  Employee to be nominated to
serve as a director of the Company and to use its best efforts to cause Employee
to be elected to the Board and be retained  as a director of the Company  during
Employee's employment during the Term, as it may be extended.

     5. COMPENSATION.

     (a)  For the  performance  of all of  Employee's  services  to be  rendered
pursuant to the terms of this  Agreement,  Company  will pay and  Employee  will
accept the following  compensation:  Base Salary. During the Term, Company shall
pay the Employee an initial base annual salary of $450,000  (the "Base  Salary")
payable in regular  installments  in accordance with the Company's usual payment
practices  (which  currently  is every week) and such Base  Salary  shall not be
decreased during the Term, as it may be extended.  Employee shall be entitled to
such further  increases,  if any, in her Base Salary as may be  determined  from
time to time in the sole  discretion  of the Board of  Directors  of the Company
(the  "Board");  but,  in any event,  Employee  shall be  entitled to receive an
annual  increase equal to the increase in the CPI for the New York  Metropolitan
Area on an annual basis plus three (3%) per cent.  Employee's Base Salary, as in
effect from time to time, is  hereinafter  referred to as the  "Employee's  Base
Salary".

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<PAGE>

     (b) Company  shall deduct and withhold  from  Employee's  compensation  all
necessary  or required  taxes,  including  but not  limited to Social  Security,
withholding and otherwise,  and any other applicable  amounts required by law or
any taxing authority.

     (c)  Employee  shall  be  entitled  to bonus  compensation  in the sole and
absolute discretion of the Board of Directors of the Company.

     (d) As a result of Employee's  long service to Employer and the possibility
that Employee may retire during the Term, as same may be extended, in such event
the Board of Directors in it's sole and  absolute  discretion  will enter into a
Consulting  Agreement  with  Employee in the place and stead of this  Employment
Agreement with Employee becoming a consultant  receiving a consulting fee at the
rate of $120,000  per annum plus all of the  applicable  benefits  provided  for
under this Agreement.

     6. EMPLOYEE BENEFITS.

     (a) During the Term, as it may be extended,  and so long as Employee is not

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<PAGE>

terminated  for cause  Employee  shall  receive and be provided  health and life
insurance benefits,  and during Employee's employment hereunder,  Employee shall
receive and be provided employee benefits (including without limitation,  fringe
benefits, vacation, automobile,  retirement plan participation and life, health,
accident and disability insurance, etc., (collectively, "Employee Benefits")) on
the same basis as those benefits are generally made available to the most senior
executives of the Company.  Employee  shall be entitled to receive not less than
four  weeks  vacation  per  year  and if such  vacation  time,  is not  taken by
Employee, in the then current year, Employee, at her option, may accrue vacation
or receive compensation at the then current level.

     (b) Without  limiting the  generality of the foregoing,  during  Employee's
employment  hereunder,  Company shall use its reasonable efforts to obtain, keep
in effect,  and pay premiums upon,  insurance on the life of Employee payable to
such  persons as Employee  may,  from time to time,  designate in writing to the
Company or in the event Employee fails to provide such designation, to the legal
representative of Employee's  estate. If and so long as the Company  establishes
and  maintains a group life  insurance  program  for which  Employee is eligible
without cost to Employee, benefits under such program shall offset the insurance
obligation  otherwise  provided for in this Section 6. Employee agrees to submit
to any  physical  examination  required  by any  prospective  insurer,  and will
otherwise  cooperate  with the Company in connection  with any life insurance on
Employee's life the Company may wish to obtain.  If Employee is determined to be
suffering  from a congenital  defect or other  illness or condition  which would
preclude  the Company from  obtaining  such  insurance  at a cost  substantially
equivalent to the cost of obtaining such  insurance for a healthy  individual of

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<PAGE>
Employee's  age and gender,  Employee shall have the option to cause the Company
to obtain such  insurance  with  Employee  paying the excess  premium above that
which  the  Company  would  have  been  responsible  for had  Employee  not been
suffering  from such  defect,  illness or  condition,  and if Employee  does not
exercise such option in a timely fashion,  the Company shall purchase the amount
of insurance,  if any, that can be purchased at a cost substantially  equivalent
to the cost of obtaining such  insurance for a healthy  individual of Employee's
age and gender.  In the event that  Employee  does not qualify for any such life
insurance,  Company  shall pay  directly  to  Employee  an amount  equal to such
premiums that Company  would have paid to any  insurance  company to obtain such
life insurance on an annual basis.

     (c) At the  Company's  sole expense,  Employee's  travel for the Company on
business shall be paid for by the Company, portal to portal.

     (d) In  addition  to the  benefits  for which  Employee  shall be  eligible
pursuant  to  paragraph  (a) above,  Company  shall  procure  and  maintain,  if
reasonably  obtainable,  at its  cost,  catastrophic  health  insurance  for the
benefit of  Employee;  provided,  Employee  shall be  insurable  for such health
insurance at reasonable and customary  rates.  Employee  agrees to submit to any
physical  examination  required by any prospective  insurer,  and will otherwise

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<PAGE>

cooperate with the Company in connection  with obtaining such health  insurance.
If Employee is  determined  to be suffering  from a  congenital  defect or other
illness or  condition  which would  preclude  the Company  from  obtaining  such
insurance  at a cost  substantially  equivalent  to the cost of  obtaining  such
insurance for a healthy  individual of Employee's age and gender  Employee shall
have the option to cause the  Company to obtain  such  insurance  with  Employee
paying  the  excess  premium  above  that  which the  Company,  would  have been
responsible  for had Employee not been  suffering  from such defect,  illness or
condition,  and if Employee does not exercise  such option in a timely  fashion,
the  Company  shall  purchase  the  amount  of  insurance,  if any,  that can be
purchased  at a cost  substantially  equivalent  to the cost of  obtaining  such
insurance for a healthy individual of Employee's age and gender.

     7. BUSINESS EXPENSES AND PERQUISITES.

     (a) Reasonable  travel,  entertainment and other business expenses incurred
by Employee in the  performance of his duties  hereunder  shall be reimbursed by
the Company in accordance with Company  policies as in effect from time to time.
In  addition,  Employee  shall  be  entitled  to use,  in  connection  with  his
performance of services hereunder, transportation services of a car.

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<PAGE>

     (b) Company  shall  provide to  Employee a new  automobile,  including  all
related  maintenance,  repairs,  insurance,  parking and other  costs.  The base
annual automobile rental expense shall not exceed $12,000 per annum.

     8. TERMINATION.

     (a) For Cause by the Company.  (i) Employee's  employment  hereunder may be
terminated  by the Company for cause.  For purposes of this  Agreement,  "cause"
shall  mean (i)  Employee's  unjustified  failure  to  perform  his(her)  duties
hereunder  or to follow  reasonable  directions  of the Board within 20 business
days after receipt of written  notice by Employee of such failure,  (ii) willful
misconduct  by Employee in  connection  with his  employment,  (iii)  Employee's
conviction of, or plea of nolo  contendere  to, any crime  constituting a felony
under the laws of the United  States or any State  thereof,  or (iv)  Employee's
material  breach of any of the  material  provisions  of this  Agreement,  which
breach  Employee  has failed to cure  within 20 business  days after  receipt of
written notice by Employee of such breach or which breach Employee has failed to
begin to attempt to cure  during said 20 day period if the breach is not curable
during the 20 day period.  Termination of Employee's employment pursuant to this
Section  8(a) shall be made by delivery  to  Employee of a copy of a  resolution
duly adopted by the affirmative vote of not less than a majority of the Board at

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<PAGE>
an actual  meeting of the Board called and held for that purpose  (after 30 days
prior written notice to Employee and a reasonable opportunity for Employee to be
heard  before  the - Board  prior to such vote)  finding  that in the good faith
judgment  of the  Board,  Employee  was  guilty of  conduct  set forth in any of
clauses (i) through (iv) above and specifying the particulars thereof.

     (ii) If  Employee is  terminated  for cause,  he(she)  shall be entitled to
receive  Employee's  Base Salary from  Company for a period of one (1) year from
the date of  termination.  All other  benefits,  if any, due Employee  following
Employee's  termination of employment pursuant to this Subsection 8 (a) shall be
determined in accordance  with the plans,  policies and practices of the Company
for most senior executives.

     (b)  Disability  or  Death.  (i)  Employee's   employment  hereunder  shall
terminate  upon  his/her  death or if Employee  becomes  physically  or mentally
incapacitated  and is therefore unable (or will as a result thereof,  be unable)
for a period of six (6)  consecutive  months or for an  aggregate of twelve (12)
months in any twenty-four  (24)  consecutive  month period to perform his duties
(such  incapacity  is  hereinafter  referred  to as  "Disability").  If  Company
terminates  Employee's employment under the terms of this Agreement and Employee
does not receive  disability  insurance  payments  under the terms  hereof in an
amount,  at least, of $25,000 per month pursuant to a policy maintained and paid

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<PAGE>

for by the Company,  Company  shall be  responsible  to continue to pay Employee
Base Salary during the Term.  Any question as to the existence of the Disability
of  Employee  as to  which  Employee  and the  Company  cannot  agree  shall  be
determined in writing by a qualified  independent  physician mutually acceptable
to Employee  and the Company.  If Employee and the Company  cannot agree as to a
qualified independent  physician,  each shall appoint such a physician and those
two  physicians  shall  select a third who  shall  make  such  determination  in
writing.  The  determination  of  Disability  made in writing to the Company and
Employee shall be final and conclusive for all purposes of the Agreement.

     (ii) Upon  termination of Employee's  employment  hereunder during the Term
for  Disability,  Employee shall receive from the Company 50% of Employee's Base
Salary through the end of the Term and that amount equivalent to 50% of the last
bonus received by Employee under the terms of this Agreement times the number of
years remaining in the Term.  Employee shall be entitled to no further  payments
of Employee's Base Salary under this Agreement,  provided that any payment under
this Section 8(b)(ii) shall be reduced by the amount of any disability  benefits
paid to  Employee  under any  other  disability  plan,  program  or  arrangement
maintained and paid for by the Company or its affiliates.

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<PAGE>

     (iii) Upon termination of Employee's  employment hereunder during the Term,
as it may be  extended,  as a  result  of  death,  Employee's  estate  or  named
beneficiary(ies)  shall receive from the Company (x)  Employee's  Base Salary at
the rate in effect at the time of Employee's  death through the end of the sixth
month  after  the month in which his death  occurs  and pro rata  bonus  paid to
Employee during the immediately preceding year of the Term, and (y) the proceeds
of any life insurance policy  maintained for his benefit by the Company pursuant
to Section 6(b) under this Agreement.

     (iv)  All  other  benefits,  if  any,  due  Employee  following  Employee's
termination of employment  pursuant to this  Subsection 8(b) shall be determined
in accordance with the plans, policies and practices of the Company and shall be
at least equal to those  received by the most  senior  executives  and no senior
executive shall receive any fringe benefit that Employee does not receive.

     (c) Without Cause by the Company or For Good Reason.

     (i) If Employee's  employment  is  terminated by the Company  without cause
(other  than by reason of  Disability  or death) or  Employee  resigns  for good
reason,  in either case prior to a Change of  Control,  then  Employee  shall be
entitled to a lump sum cash  payment from the  Company,  payable  within 10 days
after such termination of employment,  in an amount equal to the greater of 2.49
times the sum of Employee's Base Salary and immediately prior year's bonus as in
effect as of the date of such  termination  of  employment  or  Employee's  Base
Salary and immediately prior year's bonus payable for the balance of the Term on

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<PAGE>

the basis of Employee's  most recent year  Employee's  Base Salary and the bonus
received.  All  other  benefits,  if  any,  due  Employee  following  Employee's
termination  of  employment   pursuant  to  this  Subsection  8(c)(i)  shall  be
determined in accordance  with the plans,  policies and practices of the Company
and shall be at least equal to those received by the most senior  executives and
no senior  executive  shall  receive any fringe  benefit that  Employee does not
receive.

     (ii) If there is a Change of Control within one (1) year of the termination
of this  Agreement  without cause by the Company,  Employee shall be entitled to
receive the  difference  between  those  monies he actually  received  upon such
termination and 2.99 times  Employee's base amount as defined in Section 280G(b)
(3) of the Internal Revenue Code of 1986, as amended (the "Code") (the "Employee
Base Amount").

     (iii) Subject to Section  8(f),  if Employee's  employment is terminated by
the Company  without  cause or by Employee  for good reason  during the Term and
coincident with or following a Change of Control,  Employee shall be entitled to
a lump sum payment, payable within 10 days after such termination of employment,
equal to the product of (x) 2.99 times (y) the Employee Base Amount.

     (iv) For purposes of this  Agreement,  "Good  Reason"  shall mean:

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<PAGE>
     (a)  Any breach by the Company of this Agreement; or

     (b)  The Company's  failure to nominate and use its  reasonable  efforts to
          cause  Employee  to be elected to the Board  and/or be  retained  as a
          director during Employee's employment hereunder,

provided that the foregoing events shall not be deemed to constitute Good Reason
unless  Employee  shall have notified the Board in writing of the  occurrence of
such  event(s)  and the Board shall have  failed to have cured or remedied  such
event; and

     (c) within 20 business days of its receipt of such written  notice or which
breach Employer has failed to begin to attempt to cure during said 20 day period
if the breach is not curable during the 20 day period.

     (d) Termination by Employee. If Employee terminates his employment with the
Company for any reason  (other than for Good Reason)  during the Term,  Employee
shall be entitled to the same payments he would have received if his  employment
had been terminated by the Company for cause.

     (e) Change of Control. For purposes of this Agreement,  "Change of Control"
shall mean (i) any  transaction or series of  transactions  (including,  without
limitation, a tender offer, merger or consolidation) the result of which is that
any  "person" or "group"  (within the meaning of Sections  13(d) and 14(d)(2) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  becomes

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<PAGE>

the  "beneficial"  owners (as  defined  in Rule 13 (d) (3) under the  Securities
Exchange  Act of 1934) of more  than 50  percent  (50%) of the  total  aggregate
voting power of all classes of the voting stock of the Company  and/or  warrants
or options to acquire such voting stock,  calculated  on a fully diluted  basis,
(ii) during any period of two consecutive calendar years, individuals who at the
beginning of such period  constituted the Board (together with any new directors
whose  election by the Board or whose  nomination  for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were  directors  at the  beginning  of such period or
whose election or nomination for election was previously so approved)  cease for
any reason to constitute a majority of the directors then in office,  or (iii) a
sale of assets  constituting  all.  or  substantially  all of the  assets of the
Company  (determined  on a consolidated  basis).  In the event of such Change of
Control, the new entity shall be obligated to assume the terms and conditions of
this Agreement.

     (f) Limitation on Certain Payments.

     (i) In the event it is determined  pursuant to clause (ii) below, that part
or all of the  consideration,  compensation  or  benefits to be paid to Employee
under this  Agreement in connection  with  Employee's  termination of employment
following a Change of Control or under any other plan,  arrangement or agreement

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<PAGE>

in connection  therewith,  constitutes a "parachute payment" (or payments) under
Section  28OG(b)(2) of the Code,  then,  of the aggregate  present value of such
parachute payments (the "Parachute Amount") exceeds 2.99 times the Employee Base
Amount, the amounts  constituting  "parachute payments" which would otherwise be
payable  to or for the  benefit  of  Employee  shall be  reduced  to the  extent
necessary  such that the  Parachute  Amount is equal to 2.99 times the  Employee
Base Amount.  Employee  shall have the right to choose which  amounts that would
otherwise be due him but for the  limitations  described in this paragraph shall
be subject to reduction. Notwithstanding the foregoing, if it is determined that
stockholder  approval of the payment of such,  compensation  and  benefits  will
reduce the  applicability of Section 280G of the Code to such payment,  promptly
after request by Employee,  Company will  undertake  reasonable  efforts to hold
such a meeting to obtain such  approval or to solicit  such  approval by written
consent, and to obtain such approval.

     (ii) Any determination  that a payment  constitutes a parachute payment and
any calculation described in this Section 8 (f) ("Determination")  shall be made
by the independent  public  accountants  for the Company,  and may, at Company's
election,  be made prior to termination of Employee's  employment  where Company
determines that a Change in Control, as provided in this Section 8, is imminent.
Such Determination shall be furnished in writing no later than 30 days following

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<PAGE>

the date of the Change in Control by the  accountants  to Employee.  If Employee
does not agree  with such  Determination,  he may give  notice  as  provided  in
Section  13(j) below  within ten days of receipt of the  Determination  from the
accountants  and, within 15 days  thereafter,  accountants of Employee's  choice
must deliver to the Company their  Determination that in their judgment complies
with the Code. If the two accountants cannot agree upon the amount to be paid to
Employee  pursuant  to this  Section 8 within  ten days of the  delivery  of the
statement of Employee's  accountants to the Company,  the two accountants  shall
choose  a  third  accountant  who  shall  deliver  their  determination  of  the
appropriate  amount to be paid to Employee  pursuant to this Section 8(f), which
determination  shall be  final.  If the  final  Determination  provides  for the
payment  of a  greater  amount  than that  proposed  by the  accountants  of the
Company,  then  the  Company  shall  pay all of  Employee's  costs  incurred  in
contesting such  Determination  and all other costs incurred by the Company with
respect to such Determination.

     (iii) If the final  Determination  made  pursuant  to  Clause  (ii) of this
Section 8(f) results in a reduction of the payments that would otherwise be paid
to  Employee  except for the  application  of Clause (i) of this  Section  8(f),
Employee  may then  elect,  in his sole  discretion,  which  and how much of any
particular  entitlement  shall be  eliminated  or reduced  and shall  advise the

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<PAGE>

Company in writing of his election within ten days of the final Determination of
the reduction in payments.  If no such election is made by Employee  within such
ten-day  period,  the Company  may elect  which and how much of any  entitlement
shall be  eliminated  or reduced  and shall  notify  Employee  promptly  of such
election.  Within  ten  days  following  such  Determination  and the  elections
hereunder,  the  Company  shall pay to or  distribute  to or for the  benefit of
Employee such amounts as are then due to Employee under this Agreement and shall
promptly  pay to or  distribute  to or for the benefit of Employee in the future
such amounts as become due to Employee under this Agreement.

     (iv) As a result of the uncertainty in the application of Section 28O(G) of
the Code at the time of a determination  hereunder, it is possible that payments
will be made by the Company  which should not have been made under clause (i) of
this Section 8(f) ("Overpayment") or that additional payments which are not made
by the  Company  pursuant  to Clause (i) of this  Section 8 (f) should have been
made  ("Underpayment")  In the event that there is a final  determination by the
Internal  Revenue  Service,  or a final  determination  by a court of  competent

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<PAGE>

jurisdiction,  that an overpayment has been made, any such Overpayment  shall be
treated for all purposes as a loan to Employee which Employee shall repay to the
Company  together with interest at the  applicable  Federal rate provided for in
Section 7872(f)(2) of the Code. In the event that there is a final determination
by the Internal Revenue Service,  a final  determination by a court of competent
jurisdiction  or a change in the provisions of the Code or regulations  pursuant
to which an  Underpayment  arises under this  Agreement,  any such  Underpayment
shall  be  promptly  paid by the  Company  to or for the  benefit  of  Employee,
together  with interest at the  applicable  Federal rate provided for in Section
7872(f)(2) of the Code.

     9. NON-DISCLOSURE OF INFORMATION.  Employee  acknowledges that by virtue of
his position he will be privy to the Company's  trade secrets  including but not
limited to Company's customers list and private processes, as they may exist or,
as Company may determine  from time to time, and that such secrets are valuable,
special,  and unique assets of Company's  business and  constitute  confidential
information and trade secrets of Employee (hereafter collectively  "Confidential
Information")  Employee  shall not,  during the Term and for a period of six (6)
months  thereafter,  intentionally  disclose all or any part of the Confidential
Information to any person,  firm,  corporation,  association or any other entity
for any reason or purpose  whatsoever,  nor shall  Employee and any other person
by, through or with Employee, during the Term and for a period of six (6) months
thereafter,  intentionally  make use of any of the Confidential  Information for


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any  purpose  or for the  benefit  of any other  person or  entity,  other  than
Company,  under  any  circumstances.  For a period of six (6)  months  after the
termination of this Agreement,  Employee shall not intentionally take any action
which in any manner  shall be  injurious  to the  Company.  Company and Employee
agree that a violation of the foregoing  covenants will cause irreparable injury
to the  Company,  and that in the  event of a breach  or  threatened  breach  by
Employee of the  provisions  of this  Section,  Company  shall be entitled to an
injunction restraining Employee from:

     (a) Disclosing, in whole or in part, any Confidential Information,  or from
rendering any services to any person,  firm,  corporation,  association or other
entity to whom any such information,  in whole or in part, has been disclosed or
is threatened to be disclosed in violation of this Agreement.

     (b)  Continuing  such  injurious  actions.  Nothing  herein stated shall be
construed  as  prohibiting  the  Company  from  pursuing  any other  rights  and
remedies,  at law or in equity,  available  to the  Company  for such  breach or
threatened breach, including the recovery of damages from the Employee.

     10. RESTRICTIVE COVENANT.

     (a) For a period of six (6) months after the  termination of this Agreement
by Employer without cause and for a period of one (1) year after the termination
of this Agreement by Employer or Employee for any other reason, or expiration of

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<PAGE>

this Agreement,  Employee covenants and agrees that, within a radius of ten (10)
miles from each of the then present place(s) of Company's  business or any other
area in which Company is engaged in business, he shall not own, manage, operate,
control,  be employed by, participate in, or be connected in any manner with the
ownership, management, operation, or control, whether directly or indirectly, as
an  individual  on his own account,  or as a partner,  member,  joint  venturer,
officer,  director or  shareholder  of a  corporation  or other  entity,  of any
business  similar  to or  competitive  with the type of  business  conducted  by
Company at the time of the termination or expiration of this Agreement.

     (b) For a period of six (6) months after the  termination of this Agreement
by Employer without cause and for a period of one (1) year after the termination
of this Agreement by Employer or Employee for any other reason, or expiration of
this  Agreement,  Employee  further  covenants and agrees he shall not interfere
with,  solicit or disrupt or attempt to interfere  with,  solicit or disrupt the
relationship,  contractual  or  otherwise,  between  Company  and any  customer,
supplier, lessee or employee of Company, its parent or subsidiaries.

     (c) Employee acknowledges that the restrictions contained in this Paragraph
10 are  reasonable.  In that regard,  it is the intention of the parties to this
Agreement  that the  provisions  of this  Paragraph  8 shall be  enforced to the
fullest  extent  permissible  under the law and  public  policy  applied in each
Jurisdiction in which enforcement is sought. Accordingly, if any portion of this

                                       20
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Paragraph 10 shall be adjudicated or deemed to be invalid or unenforceable,  the
remaining  portions  shall remain in full force and effect,  and such invalid or
unenforceable  portion shall be limited to the particular  jurisdiction in which
such adjudication is made.

     11.  BREACH OR THREATENED  BREACH OF COVENANTS.  In the event of Employee's
actual or threatened  breach of his obligations  under either Paragraph 9 or 10,
or both, of this  Agreement,  or Company's  breach or threatened  breach of it's
obligations under this Agreement, in addition to any other remedies either party
may have, such party shall be entitled to obtain a temporary  restraining  order
and a  preliminary  and/or  permanent  injunction  restraining  the  other  from
violating  these  provisions.  Nothing in this  Agreement  shall be construed to
prohibit  Company or Employee,  as the case may be, from  pursuing and obtaining
any other available remedies which Company or Employee,  as the case may be, may
have  for  such  breach  or  threatened  breach,  whether  at law or in  equity,
including the recovery of damages from the other.

     12.  REPRESENTATIONS  AND WARRANTIES BY EMPLOYEE.  Employee hereby warrants
and represents that he is not subject to or a party to any restrictive covenants
or other  agreements that in any way preclude,  restrict,  restrain or limit him

                                       21
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(a) from being an  Employee  of Company,  (b) from  engaging in the  business of
Company in any capacity,  directly or  indirectly,  and from  competing with any
other  persons,  companies,  businesses  or entities  engaged in the business of
Company.

     13.  ARBITRATION.  Any  controversy  or claim arising out of or relating to
this Agreement, the performance thereof or its breach or threatened breach shall
be  settled  by  arbitration  in the  State of New  York,  County of New York in
accordance   with  the  then  governing   rules  of  the  American   Arbitration
Association.  The finding of the arbitration  panel or arbitrator shall be final
and binding upon the parties.  Judgment upon any arbitration  award rendered may
be entered and enforced in any court of competent jurisdiction.  In no event may
the arbitration  determination change Employee's compensation,  title, duties or
responsibilities,  the entity to whom Employee  reports or the  principal  place
where Employee is to render his services.

     14. NOTICES.  Any notice  required,  permitted or desired to be given under
this  Agreement  shall be  sufficient  if it is in  writing  and (a)  personally
delivered to Employee or an authorized member of Company,  (b) sent by overnight
delivery, or (c) sent by registered or certified mail, return receipt requested,
to  Employer's  or  Employee's  address as  provided in this  Agreement  or to a
different address designated in writing by either party.  Notice is deemed given
on the day it is  delivered  personally  or by overnight  delivery,  or five (5)
business  days after it is received,  if  transmitted  by the United States Post
Office.

                                       22
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     15.  ASSIGNMENT.  Employee  acknowledges  that his  services are unique and
personal.  Accordingly,  Employee  may not assign  his(her)  rights or  delegate
his(her)  duties or  obligations  under  this  Agreement.  Company's  rights and
obligations  under this  Agreement  shall  inure to the  benefit of and shall be
binding upon the  Company's  successors  and  assigns.  Company has the absolute
right to assign it's rights and benefits under the terms of this Agreement.

     16.  WAIVER  OF  BREACH.  Any  waiver of a breach  of a  provision  of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement,  by either  party,  shall not operate or be  construed as a waiver of
that or any other subsequent breach or right.

     17. ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
parties.  It may not be changed orally but only by an agreement in writing which
is signed by the parties.  The parties hereto agree that any existing employment
agreement between them shall terminate as of the date of this Agreement.

     18. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the internal laws of the State of New York.

     19. SEVERABILITY.  The invalidity or non-enforceability of any provision of
this Agreement or application  thereof shall not affect the remaining  valid and
enforceable provisions of this Agreement or application thereof.

                                       23
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     20.  CAPTIONS.  Captions in this Agreement are inserted only as a matter of
convenience  and  reference  and shall not be used to  interpret or construe any
provisions of this Agreement.

     21.  GRAMMATICAL  USAGE.  In construing  or  interpreting  this  Agreement,
masculine  usage shall be substituted for those feminine in form and vice versa,
and plural usage shall be substituted  or singular and vice versa,  in any place
in which the context so requires.

     22.  CAPACITY.  Employee has read and is familiar with all of the terms and
conditions  of this  Agreement  and has the  capacity to  understand  such terms
conditions  hereof. By executing this Agreement,  Employee agrees to be bound by
this Agreement and the terms and conditions hereof.

     23.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.

     24. LEGAL FEES.  Company agrees to reimburse Employee for any and all legal
expenses  incurred by Employee in connection  with the negotiation and execution
of this Agreement.

                                       24
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     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
as of the date first hereinabove written.

                                 EVERGOOD PRODUCTS CORPORATION

                                 By: /s/Mel Rich
                                     ------------------------
                                     Its President - Mel Rich

                                 Employee:

                                     /s/Charlotte Rich
                                     ------------------------
                                     Charlotte Rich