AMENDMENT AGREEMENT

                             AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT, dated as of April 30, 1997 by and between Superior
Supplements, Inc., a Delaware corporation, with offices at 000 Xxxx Xxxxxx,
Xxxxxxxxx, XX 00000 (the "Company") and Xxxxxxxx X. Xxxxx, an individual
residing at 000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000 (the "Executive").

         WHEREAS, the Company and the Executive have heretofore entered into an
Employment Agreement (the "Agreement"), dated as of May 1, 1996 (the
"Commencement Date").

         WHEREAS, Section 3 of the Agreement provides for the term of the
Executive's employment to be for a period of one (1) year commencing on the
Commencement Date, which provision the parties hereto desire to amend to change
the term to a period of two (2) years commencing on the Commencement Date.

         The terms which are not defined herein shall have the respective
meanings ascribed to them in the Agreement.

         NOW, THEREFORE, for valid and good consideration, the parties hereto
agree as follows:

         1.       Section 3 of the Agreement shall be deleted in its entirety
and shall be replaced with the following language:

                  "3.      Term of Employment.

                           The term of the Executive's employment shall be for a
                           period of two (2) years commencing on the date hereof
                           (the "Term"), subject to







                           earlier termination by the parties pursuant to 
                           Sections 6 and 7 hereof."

         2.      Except as hereinabove amended, the Agreement shall remain in
full force and effect.

         3.      This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.


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


                                          SUPERIOR SUPPLEMENTS, INC.

                                          By: /s/ Xxxxxxxx Xxxxxxxx
      ----------------------------------
                                              Xxxxxxxx Xxxxxxxx, Director


                                              /s/ Xxxxxxxx X. Xxxxx 
       ----------------------------------
                                              XXXXXXXX X. XXXXX


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