EXHIBIT 10.1

         REIS EMPLOYMENT AGREEMENT

         AIRPONIC   INTERNATIONAL    CORPORATION,   a   California   Corporation
("Employer")  and RANDALL S. REIS  ("Employee") in  consideration  of the mutual
promises made herein, agree as follows:

         1.       Employment.
                  -----------
         1.01. Employer hereby employs Employee to perform,  and Employee hereby
accepts   employment  with  Employer  and  agrees  to  perform  the  duties  and
responsibilities  of Chairman  and Co-CEO of the  Employer,  together  with such
additional  powers and duties  with  respect to  Employer's  business  as may be
assigned  to  Employee  by the Board of  Directors  of  Employer,  effective  as
provided hereinbelow.

         1.02.  Except  for  legal  holidays,  vacations  and  absences  due  to
temporary illness, Employee shall devote his time, attention and energies to the
business of Employer on a full time basis during the term hereof.

         1.03.  Employee  represents  and warrants  that he is not a party to or
bound by any  agreement  which  forbids his entry  into,  or limits his right of
action under this Agreement.

         2.       Conditions of Employment.
                  -------------------------
         2.01. The term of this Agreement  shall commence on the date hereof and
shall  continue  for a period of five (5)  years  thereafter  ("Initial  Term"),
unless extended or terminated as provided elsewhere herein.

         2.02.  After the expiration of each year during the Initial Term,  this
Agreement  shall be  automatically  extended  for an  additional  one-year  term
("Renewal  Term") beyond the balance of the Initial Term plus any Renewal Terms,
but may be  terminable  by either  party by giving  written  notice to the other
party six calendar  months prior to the  expiration  date of the Initial Term or
any Renewal Term.

         2.03. Anything herein to the contrary notwithstanding, Employer may, at
any  time,  discharge  Employee  with  or  without  just  cause,  whereupon  his
employment  hereunder  shall  terminate  immediately  upon the giving of written
notice of such discharge. As used in this Agreement,  the term "with just cause"
shall  mean:  (i)  the  conviction  of the  commission  of any  crime  involving
dishonesty or resulting in  imprisonment  without the option of a fine, (ii) the
material  non-observance  or material  breach by Employee of any of the material
provisions  of this  Agreement,  or (iii) the  neglect,  failure  or  refusal of
Employee  to carry out the duties  properly  assigned to him after due notice to
the  Employee  of such  neglect,  failure or  refusal.  In the event  Employee's
employment is terminated  for any reason other than just cause,  or in the event
Employee is  constructively  terminated,  the  Employee  (a) will be entitled to
receive,  within 15 days after such  termination,  a cash  payment in the amount
equal to three  times the sum of (x) the  Employee's  then  current  annual base
salary  and (Y) the  amount of the  bonus,  if any,  earned by the  Employee  in
respect of the  previous  fiscal year (a  "severance  Payment")  and (b) will be
entitled to participate  in all benefit  programs of the Company for a period of
one year following such termination. The Employee's employment will be deemed to
have been  "constructively  terminated" (i) if his responsibilities or authority
have been significantly reduced or (ii) if his salary is reduced in violation of
his employment  agreement.  In the event that the Employee becomes entitled to a
Severance  Payment subject to the tax (the "Excise Tax") imposed by Section 4999
of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  the Employer
shall pay to the Employee an additional amount (the"Gross-Up Payment") such that
the net amount  retained by the employee  after payment of any Excise Tax on the
Severance Payment and Gross-Up Payment shall be equal to the Severance  Payment.
In the event of any discharge with just cause pursuant to this Section 2.03, all
obligations of Employer in respect of this Agreement will terminate,  except the
obligation  to pay  Employee any  compensation  which shall have accrued but not
been paid in respect of the portion of the term hereof  which shall have elapsed
prior to the date of such termination,  based upon the number of days elapsed in
such period through the date of such discharge.

         3.    Compensation.
               ------------
         Employer   shall  pay,  and   Employee   shall  accept  as  his  entire
compensation  for the services  rendered by him pursuant to this agreement,  the
following:
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         3.01. An annual base salary for any and all services which Employee may
render to  Employer,  in the  amount  of  $120,000  per  annum,  which  shall be
increased as set forth in Section  3.03 below,  if  applicable,  or from time to
time by appropriate action of the Board of Directors of Employer.

         3.02.  For the fiscal year ended June 30,  1993,  and for every  fiscal
year  thereafter  for so long as  Employee  remains in the  full-time  employ of
Employer, a bonus equal to theree (3) percentage of the net profits before taxes
of Employer for each such fiscal year:

         3.03. The annual base salary of Employee under this Agreement  shall be
increased at the rate of $50,000 per year following any fiscal year in which the
pre-tax net profit of the Employer equals or exceeds $1,000,000.

         3.04.   Employer  shall  reimburse  Employee  for  all  reasonable  and
necessary expenses paid or incurred by Employee in the performance of his duties
during the term of this  Agreement  upon  receipt of  vouchered  statements  and
reasonable evidence of the incurrence thereof.

         3.05.  The  compensation  provided  for in this  Section  3 shall be in
addition  to any pension or  retirement  benefits,  additional  bonuses or stock
options to which employee may become  entitled at the discretion of the Board of
Directors of Employer.  The existence of this  Agreement  shall not be deemed in
any way to preclude Employee from receiving any such additional  benefits nor to
oblige  the Board of  Directors  of  Employer  to  provide  any such  additional
benefits, except as provided herein.

         4.       Vacation and Fringe Benefits.
                  -----------------------------
         4.01 Employee  shall receive paid vacations of six (6) weeks each year,
but shall not take more than (3) weeks at a time  without  the prior  consent of
Employer.

         4.02.    Employee  shall  receive a business  vehicle  allowance not to
exceed $750.00 per month.

         4.03.    Employee  shall  receive  all the paid  holidays  observed  by
Employer each year.

         4.04.  Employee shall receive such health,  medical and other insurance
coverage  and fringe  benefits as are provided to its  employees  or  executives
generally or as may be determined by the Board of Directors.

         5.       Confidentiality; Non-Competition.
                  ---------------------------------
         5.01.    Except for the  information  described  in Section 5.02 below,
employee during his employment and thereafter, will not:

         (i)  communicate,  publish or disseminate  any information to any third
              party  regarding the operations or methods of operation  which are
              unique  to  the  Employer  including,  but  not  limited  to,  the
              disclosure,  publication  or  dissemination  of  (A)  any  written
              materials prepared by or on behalf of Employer,  including without
              limitation  processes,  formulae and technical  data and know-how:
              (B)  the  names  of  customers  of  Employer;  (C)  the  names  of
              prospective  customers  of Employer;  (D) the names of  employees,
              suppliers,   independent   contractors,   consultants   or  others
              providing  services  or  products  to  Employer;  (E)  methods  or
              techniques  by  which  Employer   solicits  business  markets  its
              services  or  products,   services  its  customers  or  implements
              customer  services;  (F) the  pricing of  services  or products of
              Employer,  or the  methods  or  techniques  used  by  Employer  in
              arriving   at  its   pricing;   (G)  any   financial   information
              specifically  relating to Employer:  or (H) any other  information
              pertaining  to the conduct of business by  Employer:  (ii) use for
              his own account any  property or  information  secured,  acquired,
              developed  or  produced  by him while  employed  by  Employer  and
              relating to the conduct of Employer's  business:  (iii) solicit or
              otherwise  communicate  with any employee,  supplier,  independent
              contractor or consultant of Employer  encouraging  such individual
              to engage in any "Competitive Business" as hereinafter defined.

         5.02.    The  provisions  of this  Paragraph  5 shall  not apply to, or
include, any information:

         (i)      in possession of the Employee prior to its disclosure by the
         (ii)     independently developed by the Employee:

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         (iii)    publicly disclosed by the Employer:

         (iv)     rightfully  received by the  Employee  from any third party or
              public source  without  restrictions  on disclosure or use; or (v)
              approved in writing for disclosure by the Employer.

         5.03.  During his  employment  and for one year  after the  termination
thereof for any reason  whatsoever,  Employee will not,  directly or indirectly:
(i) purchase any equity, profit or other participation  interest, as investor or
otherwise,  in any  business  or  enterprise  which is  engaged  in  Competitive
Business in the "Territory",  as hereinafter defined:  provided,  however,  that
nothing herein  contained  shall prohibit the acquisition of stock or securities
listed on a national  securities  exchange  or  actively  traded in the over the
counter market, so long as such investments, in the aggregate, in any particular
business enterprise, constitutes less than five percent (5%) of the total issued
and outstanding voting securities of such business  enterprise:  (ii) conduct or
engage in any  Competitive  Business in the  Territory  as a  principal,  agent,
employee,  consultant, or otherwise: (iii) solicit Competitive Business from any
customers to which  Employer is  furnishing  products or services on the date of
termination of Employee's  employment or to whom Employer has furnished products
or services  during the two-year  period prior to the  termination of Employee's
employment (the  "Customers"):  (iv) divert or attempt to divert any Competitive
Business  from the  Customers:  (v) in any  manner  interfere  with,  disrupt or
attempt to disrupt the contractual or business relationship between Employer and
its Customers: or (vi) influence or attempt to influence any of the Customers to
transfer their  patronage from Employer to any other business or company engaged
in any Competitive Business.

         5.04. (a)  "Competitive  Business"  shall mean a business or enterprise
which  manufactures  and sells airponic  growing  equipment or employs  airponic
growing technology to conduct plant biotechnology or horticultural  research, or
to engage in commercial plant production.

               (b)  "Territory" shall mean worldwide.


         6.       Disability or Death
                  -------------------
         6.01. If Employee  shall at any time be  incapacitated  or prevented by
illness,   injury,   accident   or  other   circumstances   beyond  his  control
("incapacity")  from  discharging  his duties  pursuant to this  Agreement for a
total of 120 days or more in any 24 consecutive  calendar months,  Employer may,
by notice in writing  to  Employee  given at any time so long as the  incapacity
shall  continue   terminate  this  Agreement   forthwith  and  declare  Employee
"disabled"  on such date as may be  specified  in the  notice.  Employee's  base
salary shall, notwithstanding the incapacity, continue to be paid to Employee in
accordance  with the  provisions  of this  Agreement in respect of the period of
incapacity prior to such or termination.

         6.02.  If the Employee is declared  "disabled"  (under Sec. 6.01 above)
ordies prior to the expiration of the term of employment,  the  compensation due
him (or his estate) from the Employer under this  Agreement  shall be the amount
which Employee would be paid under Section 2.03 above if he had been  terminated
for any reason other than just cause.

         7.       Miscellaneous.
                  --------------
         7.01.  This Agreement shall inure to the benefit of and be binding upon
Employer  and  its   successors,   and   Employee  and  his  heirs,   executors,
administrators and legal representatives.

         7.02.  Any notice or other  communication  required or  permitted to be
given under this Agreement  shall be in writing and shall be deemed to have been
duly given if delivered  personally or mailed (by registered or certified  mail,
postage  prepaid)  to Employer  or  Employee,  as the case may be, at its or his
address hereinabove stated.

         7.03. If any part of this Agreement shall be found in any action,  suit
or  proceeding  to be invalid or  ineffective,  the  validity  and effect of the
remaining  parts (as construed  without  regard to such invalid and  ineffective
part) shall not be affected.

         7.04.  This  Agreement is personal in its nature and the parties hereto
shall not,  without the consent of the other,  assign or transfer this Agreement
or any rights or obligations hereunder.

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         7.05. This Agreement may be amended, modified, superseded or cancelled,
and any of the  terms or  conditions  hereof  may be  waived,  only be a written
instrument executed by the parties hereto.

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

         7.07.  This Agreement  supercedes any and all other  agreements  either
oral or in writing, between the parties hereto with respect to the employment of
the Employee by the Employer and contains all of the  covenants  and  agreements
between the parties with respect to such employment.

         7.08.   Employee  has  been  advised  of  his  right  to  consult  with
independent  counsel and has consulted with independent counsel to the degree he
deemed necessary.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Employment
Agreement on July 5, 1991 at Mill Valley, California.

                  EMPLOYER:

                  AIRPONIC INTERNATIONAL CORPORATION

                  By:  /s/ Steven M. Schorr
                       --------------------------------
                           Steven M. Schorr, President

                  EMPLOYEE:

                  By:  /s/ Randall S. Reis
                           -------------------------
                           Randall S. Reis, Chairman
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