EMPLOYMENT AGREEMENT


     THIS AGREEMENT,  dated July 1, 1999,  between Chem  International,  Inc., a
Delaware corporation,  with offices at 201 Route 22, Hillside, New Jersey 07205,
("Corporation"), and Riva Sheppard ("Employee").

     WHEREAS, the Corporation is in the business of manufacturing, marketing and
selling vitamins and nutritional supplements; and

     WHEREAS, Corporation desires to employ Employee, and Employee desires
to be so employed, on the terms and conditions hereinafter set forth.

     NOW, THEREFORE,  for and in consideration of the premises and the terms and
conditions hereinafter set forth, the parties agree as follows:

1.   Employment. The Corporation agrees to employ the Employee, and the Employee
     agrees  to be so  employed  by the  Corporation,  in the  capacity  of Vice
     President.  The term of this  agreement  shall commence on July 1, 1999 and
     shall continue until June 30, 2002 (the  "Expiration  Date") or the earlier
     termination  of this  Agreement  in  accordance  with  Section 4 below (the
     "Employment Term").

2.   Duties.  Employee  shall devote her full  business time and best efforts to
     the Corporation in fulfilling his duties consistent with the office of Vice
     President.  Employee's  duties shall  consist of those duties  delegated to
     Employee  from  time to time by the  Corporation's  President  or  Board of
     Directors. Employee shall at all times discharge his duties in consultation
     with, and subject to the authority of, the Corporation's President.

3.   Compensation.

     (a)  Salary. For each contract year (July 1-June 30) or part thereof during
          the Employment Term, Employee shall be paid an annual salary in weekly
          installments equal to $100,000 (the "Financial  Compensation").  On or
          before the first day of each contract year during the Employment  Term
          commencing  with the July 1, 2000  contract year the  Corporation  and
          Employee  shall  negotiate an increase in  Employee's  salary for such
          succeeding contract year. Upon failure of the parties to agree on such
          increase,  Employee's  salary shall be increased by a percentage equal
          to the  percentage  increase in the consumer price index for all urban
          consumers, Northeastern area, for the preceding calendar year.

     (b)  Stock  Compensation.  Employee shall be entitled to participate in the
          Corporation's qualified and non qualified stock option plans ("Plans")
          during  each full year during the term of this  Agreement  (the "Stock
          Compensation") on a basis commensurate with his salary and considering
          the amount of stock awarded to other management employees.

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     (c)  Benefits.  During each  contract  year of the term of this  Agreement,
          Employee  shall receive such other  benefits as are available to other
          management  employees of the Corporation.  Employee shall also receive
          an automobile allowance in an amount to be determined by the President
          of the Corporation.

4.   Termination During Employment Term.

     (a)  This Agreement may be terminated  prior to the Expiration Date, at the
          option of the Corporation, immediately upon written notice to Employee
          for Cause (as hereafter  defined).  In the event of such  termination,
          Employee shall only be entitled to his unpaid  Financial  Compensation
          through  the date of  termination  but  shall not be  entitled  to any
          unpaid  Stock  Compensation  unless  required by law.  "Cause" as used
          herein, shall be defined as any one of the following:

          (i)  The absence (for any reason other than scheduled and pre-approved
               leaves or vacations or sickness or  disability)  of Employee from
               his employment for a continuous period of more than 30 days.

          (ii) The theft or fraud by Employee  involving the  Corporation or the
               conviction  of  Employee  of  an  indictable   criminal   offense
               punishable  by a fine of $1,000 or more and/or a jail term of six
               (6) months or more.

         (iii) The willful disregard by Employee of express  directions from the
               President  or the  Board  of  Directors  provided  that  prior to
               termination,  Employee  shall  be  given  written  notice  of the
               problem and a reasonable period in which to cure the same.

     (b)  This  Agreement may be terminated,  at the option of the  Corporation,
          without Cause,  upon not less than thirty (30) days written notice. In
          such  event,   Employee  shall  be  entitled  to  the  full  Financial
          Compensation  to Employee for the remainder of the Employment Term and
          shall only be entitled to any unpaid Stock  Compensation in accordance
          with the terms of the Plans.

     (c)  This  Agreement  may be terminated at any time by Employee upon thirty
          (30) days prior written  notice.  In such event Employee shall only be
          entitled  to the  Financial  Compensation  unpaid  through the date of
          termination   and  shall  not  be   entitled   to  any  unpaid   Stock
          Compensation.

5.   Restrictive Covenants.

     (a)  Proprietary Property.  Employee acknowledges that in the course of his
          employment with the Corporation, the Corporation will provide Employee
          with, or access to, memoranda, files, records, trade secrets and other
          proprietary  information  and property of the  Corporation,  including
          information   regarding  the  Corporation   and   operations,   market
          structures,   processes,  data,  programs,   inventions,   techniques,
          marketing  plans,  strategies,   forecasts,  new  products,   systems,
          financial information, budgets, projections,  licenses, prices, costs,
          and customer supplier lists (collectively the "Proprietary  Property")
          as is necessary or desirable to assist  Employee in the performance of
          his  employment  duties  hereunder.  Employee  acknowledges  that  the
          Proprietary  Property,  and all information and intellectual  property
          and other data

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          developed  by  Employee  in  connection  with his  employment  duties,
          including any  inventions,  patents,  trademarks,  copyrights,  ideas,
          creations,  and  properties  (also  hereafter  included  in  the  term
          "Proprietary  Property"),  is the sole and  exclusive  property of the
          Corporation,  to the  extent  not  available  to the  public at large.
          Employee shall have no right,  title or interest of any kind or nature
          in  the  Proprietary  Property  or  any  proceeds  thereof.   Employee
          covenants and agrees that he shall not, directly or indirectly, during
          the term of this Agreement or  thereafter,  communicate or divulge to,
          or use for the  benefit  of  himself  or any  other  person  or entity
          without  the prior  written  consent  of its  owner,  any  Proprietary
          Property or any  information  in any way  relating to the  Proprietary
          Property. The Proprietary Property shall remain the sole and exclusive
          property of the Corporation,  as the case may be, and upon termination
          of this Agreement,  Employee shall  immediately  thereupon  return all
          Proprietary Property in his possession or control to the Corporation.

     (b)  Employment and Post-Employment Restriction.  Employee hereby covenants
          and agrees that during the term of his employment hereunder, and for a
          period  of one (1)  year  after  the  date of any  termination  of his
          employment  with the  Corporation  in the event he is  terminated  for
          Cause or voluntarily  leaves prior to the end of the Employment  Term,
          he  shall  not,  directly  or  indirectly,  be  engaged  in any  other
          commercial  activities or pursuits  whatsoever which may in any way be
          in  competition  with or in any conflict with the business  affairs of
          the  Corporation  in any  market  or  geographic  area  in  which  the
          Corporation is then doing  business.  Employee  further  covenants and
          agrees  that for one (1) year  after  the date of  termination  of his
          employment  hereunder  (for any  reason)  he shall  not,  directly  or
          indirectly, pursue any party that was a customer of the Corporation on
          the date of that  termination  for the  purpose of  soliciting  and/or
          providing to any of those  customers any products,  goods, or services
          of the nature and type sold by the  Corporation.  For  purposes of the
          preceding sentence,  a "customer" of the Corporation  includes (a) any
          person which the Corporation has actually contacted for the purpose of
          obtaining an order for its  products,  goods or services and which the
          Corporation,  at the time of Employee's termination, is still pursuing
          by regular contacts with such person, and (b) any person  specifically
          identified  by the  Corporation  in any of its  marketing or strategic
          plans as a target for  solicitation  of orders  for the  Corporation's
          products,  goods or  services,  and with  respect to which  person the
          Corporation,  has, as of the time of Employee's termination,  expended
          substantial time, effort and financial resources.

     (c)  Remedies.  Employee hereby  acknowledges  that his services under this
          Agreement are unique and extraordinary and that irreparable injury may
          result  to the  Corporation  in the event of a breach of the terms and
          conditions of this Agreement to be performed or observed by him, which
          may be difficult to  ascertain,  and that the award of damages may not
          be adequate relief to the  Corporation.  Employee,  therefore,  agrees
          that in the event of his breach of any of the terms or  conditions  of
          this  Agreement to be  performed  or observed by him, the  Corporation
          shall have the right,  in addition to all other remedies  available in
          the  event of a  breach  of this  Agreement,  to  injunctive  or other
          equitable relief against Employee.

     (d)  Severability.  If at the time of the enforcement of subparagraphs (a),
          (b) or (c) above a court  shall  hold that the  period or scope of the
          provisions  thereof  are  unreasonable  under the  circumstances  then
          existing,  the parties  hereby agree that the maximum  period or scope
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          reasonable under the circumstances shall be substituted for the period
          or scope stated in those subparagraphs.

6.   Representations  and Warranties.  Employee  hereby  represents and warrants
     that (a) he has not signed any employment agreement or restrictive covenant
     of any kind with any previous employer; (b) he is not bound by the terms of
     any employment agreement (written or oral) with any previous employer;  and
     (c) there is no  restriction on the  performance of his duties  pursuant to
     this Agreement.

7.   Notices. All notices required or permitted to be given under this Agreement
     shall be given by certified mail, return receipt requested,  to the parties
     at the addresses  set forth at the  beginning of this  Agreement or to such
     other addresses as either may designate in writing to the other party.

8.   Governing law. This Agreement shall be construed and enforced in accordance
     with the laws of the State of New Jersey.

9.   Entire contract.  This Agreement  constitutes the entire  understanding and
     agreement  between the  Corporation and Employee with regard to the subject
     matter  set forth  herein.  There are no other  agreements,  conditions  or
     representations,  oral or written,  express or implied, with regard hereto.
     This Agreement may be amended only in a writing signed by both parties.

10.  Non-waiver.  A delay or failure by either  party to  exercise a right under
     this Agreement,  or a partial or single  exercise of that right,  shall not
     constitute a waiver of that or any other right.

11.  Headings. Headings in this Agreement are for convenience only and shall not
     be used to interpret or construe its provisions .

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

13.  Modification.  No  modification,  amendment or waiver of the  provisions of
     this Agreement shall be effective unless in writing specifically  referring
     hereto and signed by all parties.

14.  Assignability  and  Binding  Effect.  Employee  shall not assign any of his
     rights or delegate  the  performance  of any of his  obligations  hereunder
     without the prior written consent of the Board of Directors.  However,  the
     Corporation  may assign any of its rights and delegate the  performance  of
     any of its  obligations  hereunder  to any of its  successors,  assigns  or
     successors-in-interest.   Subject  to  the   provisions  of  the  preceding
     sentences,  all the terms of this Agreement shall be binding upon and shall
     inure to the benefit of the parties and their legal representatives, heirs,
     successors and assigns.

15.  Survival of Covenants. The covenants and other provisions of this Agreement
     shall survive the  termination  of Employee's  employment  pursuant to this
     Agreement.


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IN WITNESS WHEREOF the Corporation and the Employee have signed this Agreement.



                                                    CHEM INTERNATIONAL INC.



                                                    By:
                                                       -------------------------
                                                       Seymour Flug, President

                                                   Employee


                                                       -------------------------
                                                       Riva Sheppard