Exhibit
      10.3








December
      1, 2005








Mr.
      Dean
      M. DiMaria


5
      Farm
      Field Ridge Road


Sandy
      Hook, CT 06482





Dear
      Dean:





It
      gives
      me great pleasure to offer you the position of Vice President, Sales &
Marketing, reporting directly to Paul Intlekofer, Chief Operating Officer and
      CFO. Your primary responsibility will be the sale of Chromax® chromium
      picolinate finished products ("Finished Products") to the Food, Drug, Mass
      and
      Club (FDMC) channels.





This
      sets
      forth the terms and conditions that apply to your PERIOD OF EMPLOYMENT and
      is
      conditioned upon your acceptance:





**START
      DATE:** Your
      effective date of employment will be December 1, 2005.





**COMPENSATION:** You
      will
      be an exempt full-time employee with a salary of $190,000 annually, paid every
      2
      weeks. You will also receive a car allowance of $6,000 annually, paid every
      2
      weeks.





**BONUS:** You
      will
      eligible to receive a bonus equal to 2% of net payments received from the FDMC
      channels for Finished Products. The bonus will be paid quarterly within thirty
      (30) days after the end of each calendar quarter. The bonus is subject to a
      maximum payment of $110,000 in any calendar year.





**STOCK
      OPTION PLAN:** You
      will
      be eligible to participate in a Company Stock Option Plan in accordance with
      the
      prevailing terms and conditions of the Plan. You will be granted options to
      purchase 16 0,000 shares
      of
      the Company's common stock at a price per share equal to the closing price
      of
      the stock on your employment date. You will receive a copy of your Award
      Agreement, which describes the terms and conditions of the grant, including
      your
      purchase price per share (exercise price). Such stock options shall vest and
      be
      exercisable as to 25% of such shares on your date of employment, and an
      additional 25% of such shares on each of the first, second and third
      anniversaries of your date of employment.





**SEVERANCE:** In the
      event that your employment is terminated by the Company for any reason other
      than for "Cause", you will be entitled to severance benefits equal to 26 weeks
      of your base salary paid at the Company’s option, either as a lump sum or over a
      26 week period from the date of your termination, subject to your agreeing
      to a
      General Release and related terms in form and substance agreeable to the
      Company.




For
      purposes of your employment agreement, "Cause" means:





(i)
              fraud,
                  embezzlement or gross insubordination on the part of the
                  employee;


(ii)
              conviction
                  of any felony or any crime involving moral
                  turpitude;


(iii)
              a
                  breach of, or failure or refusal by the employee to perform and
                  discharge
                  his duties, responsibilities and obligations as set forth by the
                  Company’s
                  Chief Operating Officer that is not corrected within thirty (30)
                  days
                  following written notice by the Company to the employee stating
                  with
                  specificity the nature of the breach, failure or refusal;
                  or


(iv)
              a
                  breach of, or failure or refusal by the employee to perform and
                  discharge
                  his duties, responsibilities and obligations in accordance with
                  the
                  Company’s Standards of Business Conduct;
                  or


(v)
              any
                  act of moral turpitude or misconduct or gross neglect by employee
                  that is
                  intended to result in personal enrichment of the employee at the
                  expense
                  of the Company or has an adverse impact on the business or reputation
                  of
                  the Company.




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**OTHER
      BENEFITS:** Coverage
      under group insurance plans provided by the Company to employees generally
      will
      be provided to you in accordance with the terms and conditions of the plans,
      e.g.., medical, dental, life insurance, and short and long term disability,
      are
      effective on the first of the month following your date of hire. Company
      sponsored 401(k) savings plan ("Plan") will be provided in accordance with
      the
      terms and conditions of the Plan. The Company provides a 100% match on your
      contributions to the 401(k) plan up to 6% of your salary and bonus, and in
      addition to health, medical and other insurance plans, the Company provides
      a
      non-contributory vision plan. Fitness center membership is offered to you on
      your first day of service.





**VACATION:** Annual
      paid vacation will be four weeks and shall accrue according to Company policy.





**PERIOD
      OF EMPLOYMENT:** Employment with the Company remains on an "at-will" basis. This means that
      both
      the Company as well as you can terminate your employment at any time. Should
      you
      terminate your employment for any reason, you agree not to hire any employee
      of
      the Company, nor induce any employee of the Company to leave the Company for
      a
      period of two years following your termination.




The
      Company makes no implied or expressed contract concerning termination of your
      employment, except as stated in this letter, and no such additional contract
      may
      be implied or construed unless provided in writing and signed on behalf of
      the
      Company by an Officer of the Company. Your signature below confirms agreement
      that this arrangement supersedes any previous understanding.





**INVENTIONS
      AND CONFIDENTIALITY:** It is a
      requirement of your new position that you sign an Invention and Secrecy
      Agreement (a copy of which is attached) which requires that all inventions
      that
      fall within the scope of the Company's business shall belong to the Company,
      that all information relating to your employer and its customers, not generally
      known to the public, will be treated as confidential and proprietary to the
      employer and should not be disclosed to any person during or after the
      employment period without written permission from the employer except where
      necessary and appropriate in the normal course of your duties for the Company,
      and that you will not engage in competitive activities during the term of your
      employment.





Please
      sign this letter below where indicated, initial each page and return to me.





Dean,
      we
      look forward to working with you in meeting the many challenges that lie ahead.





Sincerely,





/s/
      Paul
      Intlekofer





Paul
      Intlekofer








I
      accept
      this offer of employment on the conditions outlined above.





Signed: __/s/
      Dean DiMaria_____________________    Date:
      12/1/05


Dean M. DiMaria




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