<PAGE>   1

                                                                  Exhibit 10.8.1


                                                               Execution Version

                              EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") by and among Colorado Prime
Corporation, a Delaware corporation (the "Company") and a wholly-owned
subsidiary of Colorado Prime Holdings, Inc. ("CPH"), a Delaware corporation,
CPH, and Paul A. Roman ("Employee") is hereby entered into and effective as of
the 1st day of September, 1998.

                                 R E C I T A L S

The following statements are true and correct:

Employee is employed hereunder by CPH and the Company in a confidential
relationship wherein Employee, in the course of his employment with the Company,
has and will continue to become familiar with and aware of information as to the
Company's customers, specific manner of doing business, including the processes,
techniques and trade secrets utilized by the Company, and future plans with
respect thereto, all of which has been and will be established and maintained at
great expense to the Company; this information is a trade secret and constitutes
the valuable good will of the Company.

Therefore, in consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, it is hereby agreed as
follows:

                               A G R E E M E N T S

      1.    Employment and Duties.

      (a) The Company hereby employs Employee as President and Chief Operating
Officer of the Company and as Director of the Company and CPH (or such other
comparable positions as shall be given to Employee by the Company's or CPH's
Board of Directors). Employee shall have direct and primary responsibility over
the areas of sales, operations and telemarketing and shall report to the Chief
Executive Office of the Company and to the Board of Directors of the Company,
and shall have such further duties and authority reasonably accorded to and
expected of such positions and as otherwise may be directed from time to time by
the Chief Executive Officer or the Board of Directors of the Company and CPH
(collectively referred to as the "Board"). Employee hereby accepts this
employment upon the terms and conditions contained herein and agrees to devote
his full business time, attention and efforts to promote and further the
business of the Company.

      (b) Employee faithfully shall adhere to, execute and fulfill all policies
established by the Company.
<PAGE>   2
      (c) Employee shall not, during the Term of his employment hereunder (as
defined in Section 5 hereof), be engaged in any other business activity pursued
for gain, profit or other pecuniary advantage without the prior consent of the
Board. However, the foregoing limitations shall not be construed as prohibiting
Employee from making personal investments in such form or manner as will neither
require his services in the operation or affairs of the companies or enterprises
in which such investments are made nor violate the terms of Section 3 hereof.

      2. Compensation. For all services rendered by Employee in any capacity
required hereunder, the Company shall compensate Employee as follows:

      (a) Base Salary. Effective on the date hereof, the base salary payable to
Employee shall be $300,000 per year, payable on a regular basis in accordance
with the Company's standard payroll procedures but not less frequently than
monthly. Such base salary shall, in the sole discretion of the Board, be subject
to an annual increase.

      (b) Incentive Bonus Plan. Employee shall be eligible to receive year-end
bonus awards based upon individual performance and the achievement by the
Company of specified financial and operating targets. Employee's annual bonus
will range from 0% to 120% of Employee's annual base salary, and Employee's
annual target bonus will be 60% of Employee's base salary. The criteria upon
which Employee's annual bonus shall be based shall be developed by the
Compensation Committee of the Board after taking into consideration the proposed
business plan and financial and operating targets for the Company to be
developed by Employee. Employee and the Compensation Committee shall use all
reasonable efforts to develop such targets and criteria no later than January
31, 1999, and upon adoption by the Compensation Committee such criteria shall be
deemed to be incorporated by reference into this Agreement.

      (c) Executive Perquisites, Benefits and Other Compensation. Employee shall
be entitled to receive additional benefits and compensation from the Company in
such form and to such extent as specified below:

      (1)   Payment of such premiums (or such portion thereof as is provided by
            the Company's plans) for coverage for Employee and his dependent
            family members under health, hospitalization, disability, dental,
            life and other insurance plans that the Company may have in effect
            from time to time. Benefits provided to Employee under this clause
            (1) shall be at least comparable to such benefits provided to the
            Company's senior executive officers on the date of this Agreement.

      (2)   Reimbursement for all business travel and other out-of-pocket
            expenses reasonably incurred by Employee in the performance of his
            services pursuant to this Agreement. All reimbursable expenses shall
            be appropriately documented in reasonable detail by Employee upon
            submission of any request for reimbursement, and in a format and
            manner consistent with the Company's expense reporting policy.


                                      -2-
<PAGE>   3
      (3)   Payment of a car allowance in the amount of $750.00 per month.

      (4)   Reimbursement of relocation expenses up to $75,000.00.

      (5)   The Company shall provide Employee with other executive perquisites
            as may be available to or deemed appropriate for Employee by the
            Board and shall allow Employee to participate in all other
            Company-wide employee benefits, including the Company's defined
            contribution pension plan and 401(k) Plan, as may be made available
            generally to employees from time to time.

3.    Non-Competition Agreement.

      (a) Employee shall not, during the period of his employment by or with the
Company and for a two (2) year period following the termination of his
employment under Section 5(c) hereto, or for a one (1) year period following the
termination of his employment other than under Section 5(c) hereto, for any
reason whatsoever, for himself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business of whatever
nature:

            (i) engage, as an officer, director, shareholder, owner, partner,
      joint venturer, trustee, or in a managerial capacity, whether as an
      employee, independent contractor, agent, consultant or advisor, or as a
      sales representative, in any business selling any products or services in
      direct competition with the Company;

            (ii) call upon any person who is, at that time, an employee of the
      Company in a managerial capacity for the purpose or with the intent of
      enticing such employee away from or out of the employ of the Company;

            (iii) call upon any person or entity which is, at that time, or
      which has been, within one year prior to that time, a customer of the
      Company for the purpose of soliciting or selling products or services in
      competition with the Company; or

            (iv) call upon any prospective acquisition candidate, on the
Employee's own behalf or on behalf of any competitor of the Company, which
candidate was either called upon by the Company or for which the Company made an
acquisition analysis, for the purpose of acquiring such entity.

For purposes of this Section 3 and for purposes of Sections 5, 6, 7, 8 and 15,
the term "Company" shall be deemed to include all direct and indirect
subsidiaries of the Company. Notwithstanding the above, the foregoing covenant
shall not be deemed to prohibit Employee from acquiring as an investment not
more than five percent (5%) of the capital stock of a competing business, whose
stock is publicly traded on a national securities exchange or on the
over-the-counter market.


                                      -3-
<PAGE>   4
      (b) Because of the difficulty of measuring economic losses to the Company
as a result of a breach of the foregoing covenant, and because of the immediate
and irreparable damage that could be caused to the Company for which it would
have no other adequate remedy, Employee agrees that the foregoing covenant may
be enforced by the Company in the event of breach by him, by injunctions and
restraining orders.

      (c) It is agreed by the parties that the foregoing covenants in this
Section 3 impose a reasonable restraint on Employee in light of the activities,
business and plans of the Company on the date of the execution of this
Agreement; but it is also the intent of the Company and Employee that such
covenants be construed and enforced in accordance with any planned change in
activities, business or locations of the Company throughout the term of this
Agreement.

      (d) The covenants in this Section 3 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant.

      (e) All of the covenants in this Section 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement of such covenants; provided, however, that the
Company's continued failure to make payments to Employee under Section 2 of this
Agreement shall constitute such a defense.

      (f) Notwithstanding any of the foregoing, if any applicable law shall
reduce the time period during which Employee shall be prohibited from engaging
in any competitive activity described in Section 3(a) hereof, the period of time
for which Employee shall be prohibited pursuant to Section 3(a) hereof shall be
the maximum time permitted by law.

4.    Place of Performance.

      (a) Employee understands that he may be requested by the Board to relocate
to another geographic location in order to more efficiently carry out his duties
and responsibilities under this Agreement. In such event, if Employee agrees to
relocate, the Company shall pay all reasonable relocation costs to move
Employee, his immediate family and their personal property and effects. Such
costs may include, by way of example, but are not limited to, pre-move visits to
search for a new residence, investigate schools or for other purposes; temporary
lodging and living costs prior to moving into a new permanent residence;
duplicate home carrying costs; all reasonable closing costs on the sale of
Employee's present residence and on the purchase of a comparable residence in
the new location; and added income taxes that Employee may incur if, but only to
the extent that, any such relocation costs are not deductible for tax purposes.
The general intent of the foregoing is that Employee shall not personally bear
any out-of-pocket cost as a result of the relocation, with an understanding that
Employee shall use his best efforts to incur only those costs which are
reasonable and necessary to effect a smooth, efficient and orderly relocation
with minimal disruption to the business affairs of the Company and the personal
life of Employee and his family.


                                      -4-
<PAGE>   5
      (b) Notwithstanding the above, if Employee is requested by the Board to
relocate and Employee refuses, such refusal shall not constitute "good cause"
for termination of this Agreement under the terms of Section 5(c) and, if
Employee is terminated for such refusal, Employee shall be entitled to receive
all payments under this Agreement as if he were terminated by the Company
"without cause."


      5. Term; Termination; Rights on Termination. The term of this Agreement
shall begin on the date hereof and continue for three years (the "Initial
Term"), and, unless terminated as herein provided, shall be extended at the end
of the Initial Term and ongoing successive terms, for a period of one year on
the same terms and conditions contained herein (the "Term"). This Agreement and
Employee's employment may be terminated in any one of the following ways:

      (a) Death. The death of Employee shall immediately terminate the Agreement
with no severance compensation due to Employee's estate.

      (b) Disability. If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall not have performed his duties
hereunder on a full-time basis for four (4) consecutive months, the Employee's
employment under this Agreement may be terminated by the Company upon thirty
(30) days written notice if Employee is unable to resume his full time duties at
the conclusion of such notice period. Such termination for disability shall
require the affirmative vote of a majority of the Board. The Employee's
compensation during any period of disability prior to the effective date of such
termination shall be the amounts normally payable to him in accordance with his
then current annual base salary, reduced by the amounts of disability pay, if
any, paid to the Employee under any Company disability program. The Employee
shall not be entitled to any further compensation from the Company or its
subsidiaries for any period subsequent to the effective date of such
termination, except for pay or benefits, if any, in accordance with then
existing severance policies of the Company or its subsidiaries and the severance
terms of the Incentive Bonus Plan and Company benefit plans.

      (c) Good Cause. The Company may terminate the Agreement immediately upon
written notice to Employee for good cause, which shall be: (1) Employee's
willful misconduct or gross negligence in the performance or intentional
nonperformance (continuing for ten (10) days after receipt of written notice of
need to cure) of any of Employee's material duties and responsibilities
hereunder; (2) Employee's willful dishonesty, fraud, alcohol or illegal drug
abuse, or misconduct with respect to the business or affairs of the Company,
which materially and adversely affects the operations, prospects or reputation
of the Company; or (3) Employee's conviction of a felony or other crime
involving moral turpitude. In the event of a termination for good cause, as
enumerated above, Employee shall have no right to any severance compensation.

      (d) Without Cause. At any time after the commencement of employment, the
Company may, without cause, terminate this Agreement and Employee's employment,
effective thirty (30) days after written notice is provided to the Employee.
Should Employee



                                      -5-
<PAGE>   6
be terminated by the Company without cause, or if this Agreement is not renewed
pursuant to Section 5 hereof, Employee shall receive from the Company his base
salary at the rate then in effect for one year from the date Employee's
employment is terminated, payable over such time period, and any other benefits
to which Employee would otherwise be entitled; provided, however, that if
Employee is terminated without cause at any time prior to September 1, 2000,
Employee shall receive from the Company his base salary at the rate then in
effect from the date Employee's employment is terminated, payable over such time
period, and any other benefits to which Employee would otherwise be entitled,
through September 1, 2001. If Employee resigns or otherwise terminates his
employment for any reason other than Good Reason as defined in Section 5(e),
Employee shall receive no severance compensation.

      (e) Termination by Employee for Good Reason. Employee may terminate his
employment under this Agreement upon written notice to the Company for "Good
Reason." As used herein, "Good Reason" shall mean the continuance of any of the
following after ten (10) days prior written notice by Employee to the Company
and to CPH, specifying the basis for such Employee's having Good Reason to
terminate this Agreement:

            (i) a material adverse change in Employee's status, title, position
      or responsibilities; provided, however, that no such change shall be
      deemed to have occurred as a result of the hiring by the Company of a
      full-time chief executive officer after the date hereof and the assumption
      by such person of the duties normally undertaken by a chief executive
      officer (which duties shall not include direct and primary responsibility
      over the areas of sales, operations and telemarketing);

            (ii) the assignment to Employee of any duties materially and
      adversely inconsistent with the Employee's position as specified in
      Section 1 hereof (or such other position to which he may be promoted),
      including status, offices, responsibilities or persons to whom the
      Employee reports as contemplated under Section 1 of this Agreement, or any
      other action by the Company which results in a material and adverse change
      in such position, status, offices, titles or responsibilities; provided,
      however, that any change in Employee's duties which occurs as a result of
      the hiring by the Company of a full-time chief executive officer after the
      date hereof and the assumption by such person of the duties normally
      undertaken by a chief executive officer (which duties shall not include
      direct and primary responsibility over the areas of sales, operations and
      telemarketing) shall not be the basis for the termination by Employee for
      Good Reason;

            (iii) at any time prior to September 1, 2000, the Company hires a
      new chief executive officer (other than a representative or affiliate of
      Thayer Capital Partners) and Employee demonstrates to the Board that the
      new chief executive officer refuses to, or is unable or unwilling to, work
      constructively with Employee;

            (iv) Employee's removal from, or failure to be reappointed or
      reelected to, Employee's position under this Agreement, except as
      contemplated by Sections 5(a), (b) and (c); or


                                      -6-
<PAGE>   7
            (v) any other material breach of this Agreement by the Company,
      including the failure to pay Employee on a timely basis the amounts to
      which he is entitled under this Agreement.

In the event of any termination by the Employee for Good Reason, Employee shall
be entitled to receive from the Company the base salary at the rate then in
effect for one year from the date Employee's employment is terminated, payable
over such time period, and any other benefits to which Employee would otherwise
be entitled; provided, however, that in the event of a termination by the
Employee for Good Reason at any time prior to September 1, 2000, Employee shall
receive from the Company his base salary at the rate then in effect from the
date Employee's employment is terminated, payable over such time period, and any
other benefits to which Employee would otherwise be entitled, through September
1, 2001. In addition, in the event of any termination by the Employee for Good
Reason, Employee shall be entitled to receive any incentive bonus award earned
and due under Section 2(b), pro rated as through the date Employee's employment
is terminated. The amount of such incentive bonus (if any) shall be determined
at the end of the year for which such bonus relates and shall be paid at such
time as it would have been paid in the event of Employee's continued employment
with the Company.

      (f) Payment Through Termination. Upon termination of this Agreement for
any reason provided above, Employee shall be entitled to receive all
compensation earned and all benefits and reimbursements (including payments for
accrued vacation and sick leave) due through the effective date of termination.
Additional compensation subsequent to termination, if any, shall be due and
payable to Employee only to the extent and in the manner expressly provided
above. All other rights and obligations under this Agreement shall cease as of
the effective date of termination, except that Employee's obligations under
Sections 3, 6, 7, 8 and 9 herein shall survive such termination in accordance
with their terms.

      6. Inventions. Employee shall disclose promptly to the Company any and all
significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by Employee,
solely or jointly with another, during the period of employment and which are
directly related to the business or activities of the Company and which Employee
conceives as a result of his employment by the Company. Employee hereby assigns
and agrees to assign all his interests therein to the Company or its nominee.
Employee agrees that all such materials which he develops or conceives and/or
documents during such period shall be deemed works made-for-hire for the Company
within the meaning of the copyright laws of the United States or any similar or
analogous law or statute of any other jurisdiction and accordingly, the Company
shall be the sole and exclusive owner for all purposes for the distribution,
exhibition, advertising and exploitation of such materials or any part of them
in all media and by all means now known or which may hereafter be devised,
throughout the universe in perpetuity. Employee agrees that in furtherance of
the foregoing, he shall disclose, deliver and assign to the Company all such
conceptions, ideas, improvements and discoveries and shall execute all such
documents, including patent and copyright applications, as the Company
reasonably shall deem necessary to further document the Company's ownership
rights therein and to provide the Company the



                                       -7-
<PAGE>   8
full and complete benefit thereof. Should any arbitrator or court of competent
jurisdiction ever hold that the materials derived from Employee's contributions
to the Company do not constitute works made-for-hire, Employee hereby
irrevocably assigns to the Company, and agrees that the Company shall be the
sole and exclusive owner of, all right, title and interest in and to all such
materials, including the copyrights and any other proprietary rights arising
therefrom. Employee reserves no rights with respect to any such materials, and
hereby acknowledges the adequacy and sufficiency of the compensation paid and to
be paid by the Company to Employee for the materials and the contributions he
will make to the development of any such information or materials. Employee
agrees to cooperate with all lawful efforts of the Company to protect the
Company's rights in and to any or all of such information and materials and will
at the request of the Company execute any and all instruments or documents
necessary or desirable in order to register, establish, acquire, prosecute,
maintain, perfect or defend the Company's rights in and to such information
materials.

      7. Confidential Information and Trade Secrets. Employee acknowledges and
agrees that all Confidential Information, Trade Secrets and other property
delivered to or compiled by Employee by or on behalf of the Company or its
representatives, vendors or customers which pertain to the business of the
Company shall be and remain the property of the Company and be subject at all
times to its discretion and control. Employee agrees that he shall maintain
strictly the confidentiality of, and shall not, during, or for a period of five
(5) years after, the term of this Agreement, disclose, any such Confidential
Information or Trade Secrets.

       For purposes hereof, the parties agree that "Confidential Information"
      means and includes

            -     All business or financial information, plans, processes and
                  strategies, market research and analyses, projections,
                  financing arrangements, consulting and sales methods and
                  techniques, expansion plans, forecasts and forecast
                  assumptions, business practices, operations and procedures,
                  marketing and merchandising information, distribution
                  techniques, customer information and other business
                  information, including records, designs, patents, business
                  plans, financial statements, manuals, memoranda, lists and
                  other documentation respecting the Company;

            -     All information and materials which are proprietary and
                  confidential to a third party and which have been provided to
                  the Company by such third party for the Company's use; and

            -     All information derived from such Confidential Information.

      Confidential Information shall not include information and materials that
      are already, or otherwise become, known by or generally available to the
      public without restriction on disclosure, other than as a result of an act
      or omission by the Employee in breach of


                                      -8-
<PAGE>   9
      the provisions of this Agreement or any other applicable agreement between
      the Employee and the Company.

For purposes hereof, the term "Trade Secret" shall have the meaning given in the
Delaware enactment of the Uniform Trade Secrets Act, and shall include, without
limitation, the whole or any portion or phase of any scientific or technical
information, design, process, formula, concept, data organization, manual, other
system documentation, or any improvement of any thereof, in any case that is
valuable and secret (in the sense that it is not generally known to the
Company's competitors).

      8. Return of Company Property; Termination of Employment. At such time, if
ever, as Employee's employment with the Company is terminated, he shall be
required to participate in an exit interview for the purpose of assuring a
proper termination of his employment and his obligations hereunder. On or before
the actual date of such termination, Employee shall return to the Company all
records, materials and other physical objects relating to his employment with
the Company, including, without limitation, all Company credit cards and access
keys and all materials relating to, containing or derived from any Trade Secrets
or Confidential Information.

      9. No Prior Agreements. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee and his employment by
the Company and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client or any other person or
entity. Further, Employee agrees to indemnify the Company for, and hold the
Company harmless from and against, all claims, including, but not limited to,
attorneys' fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter come to have against the Company based
upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of the
date of this Agreement.

      10. Binding Effect; Assignment. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and assigns. Employee
understands that he has been selected for employment by the Company on the basis
of his personal qualifications, experience and skills. Employee agrees,
therefore, that he cannot assign all or any portion of his performance under
this Agreement.

      11. Complete Agreement. This Agreement is not a promise of future
employment. Employee has no oral representations, understandings or agreements
with the Company or any of its officers, directors or representatives covering
the same subject matter as this Agreement. This written Agreement is the final,
complete and exclusive statement and expression of the agreement between the
Company and Employee and of all the terms of this Agreement, and it cannot be
varied, contradicted or supplemented by evidence of any prior or contemporaneous
oral or written agreements.


                                      -9-
<PAGE>   10
      12. Notice. Whenever any notice is required hereunder, it shall be given
in writing addressed as follows:

      To the Company:   Colorado Prime Corporation
                        1 Michael Avenue
                        Farmingdale, N.Y. 11735
                        Attention:  Chairman of the Board of Directors

      to CPH:           Colorado Prime Holdings, Inc.
                        1455 Pennsylvania Avenue, N.W.
                        Suite 350
                        Washington, D.C. 20004
                        Attn: Dr. Paul G. Stern

      To Employee:      Paul A. Roman
                        1 Michael Avenue
                        Farmingdale, New York 11735

Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received, if earlier.
Either party may change the address for notice by notifying the other party of
such change in accordance with this Section 12.

      13. Severability; Headings. It is the intention of the parties that the
provisions herein shall be enforceable to the fullest extent permitted under
applicable law, and that the unenforceability of any the provision or provisions
hereof, or any portion thereof, shall not render unenforceable or otherwise
impair any other provisions or portions thereof. If any provision of this
Agreement is determined by a court of competent jurisdiction to be
unenforceable, void or invalid in whole or in part, this Agreement shall be
deemed amended to delete or modify, as necessary, the offending provisions or
portions thereof and to alter the bounds thereof, including specifically, any
time, place and manner restrictions contained in any of the restrictive
covenants contained herein, in order to render it valid and enforceable. In any
event, the balance of this Agreement shall be enforced to the fullest extent
possible without regard to such unenforceable, void or invalid provisions or
part thereof. The Section headings herein are for reference purposes only and
are not intended in any way to describe, interpret, define or limit the extent
or intent of the Agreement or of any part hereof.

      14. Company Actions. Employee acknowledges that in any action by the
Company to enforce the provisions of Sections 3, 6, 7 or 8 of this Agreement,
claims asserted by Employee against the Company arising out of his employment
with the Company or otherwise shall not constitute a defense to enforcement of
his obligations hereunder; provided, however, that the Company's continued
failure to make payments to Employee under Section 2 of this Agreement shall
constitute such a defense.

      15. Arbitration. Any unresolved dispute or controversy arising under or in
connection with this Agreement (excluding specifically, however, claims and
counterclaims of


                                      -10-
<PAGE>   11
the Company arising out of any breach by Employee of the provisions of Sections
3, 7 or 8 hereof) shall be settled exclusively by arbitration, conducted in
accordance with the rules of the American Arbitration Association then in
effect, as modified hereby. Notwithstanding anything contained in the rules to
the contrary, however, the arbitrators shall not have the authority to add to,
detract from, or modify any provision hereof nor to award punitive or special
damages to any injured party. Judgment may be entered on the arbitrators' award
in any court having jurisdiction. The arbitration proceeding shall be held in
New York, New York.

      16. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of New York without reference to its
conflicts of laws provisions.

      17. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts
taken together shall have been executed and delivered (which deliveries may be
by telefax) by the parties. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.

      18. Modifications. This Agreement may not be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought, or his or its duly authorized representative or officer. No waiver by
Employee or the Company of any breach of any provision hereof will be deemed a
waiver of any prior or subsequent breach of the same or any other provision. The
failure of Employee or the Company to exercise any right provided herein will
not be deemed on any subsequent occasions to be a waiver of any right granted
hereunder to either of them

      19. EMPLOYEE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE WAS
GIVEN AN OPPORTUNITY TO READ IT, CAREFULLY EVALUATE IT, AND ASK ANY QUESTIONS HE
MAY HAVE HAD REGARDING IT OR ITS PROVISIONS. EMPLOYEE ALSO ACKNOWLEDGES THAT HE
HAD THE RIGHT TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF HIS CHOOSING AND
THAT THE COMPANY GAVE HIM A REASONABLE PERIOD OF TIME TO DO SO IF HE SO WISHED.

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


                                       COLORADO PRIME CORPORATION



                                       By:
                                         ----------------------------------


                                      -11-
<PAGE>   12
                                       Title:

                                         ----------------------------------




                                      -12-
<PAGE>   13
                                       COLORADO PRIME HOLDINGS, INC.



                                       By:
                                           -------------------------------
                                       Title:



                                       EMPLOYEE:




                                       ------------------------------------
                                       Paul A. Roman






                                      -13-