EXHIBIT 10.20 LETTER AGREEMENT August 25, 1999 Health-Chem Corporation 460 Park Avenue New York, NY 10022 To the Board of Directors: I hereby (i) waive the right to receive my first year's retirement pension distribution from Health- Chem Corporation...

                        EXHIBIT 10.20

                             LETTER AGREEMENT


August 25, 1999

Health-Chem Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

To the Board of Directors:

I hereby (i) waive the right to receive my first year's retirement pension
distribution from
Health-Chem Corporation ("Health-Chem") in the amount of $300,000 and
payable on January
1, 2000, and (ii) agree to transfer 317,406 shares of common stock of
Health-Chem, to
Health-Chem, in exchange for Health-Chem's cancellation of the outstanding debt
owed by
me to Health-Chem in the approximate amount of $249,000.

Very truly yours,



Xxxxxx X. Xxxxxxx


This will confirm that such debt of Xxxxxx X. Xxxxxxx to the Company (principal
and interest)
is hereby conceled.

Dated: August 25, 1999

Health-Chem Corporation


By:
Name:         Xxxxx X. Xxxxxxx
Title:        Vice President