This Amendment to Employment Agreement (this "Amendment") is executed effective as of July 1, 1997, by and between BIOXIDE CORPORATION, a Nevada corporation (the "Company"), and DALE G. KARREN, an individual (the "Executive"). RECITALS

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         This Amendment to Employment  Agreement (this  "Amendment") is executed
effective  as of July 1, 1997,  by and  between  BIOXIDE  CORPORATION,  a Nevada
corporation   (the   "Company"),   and  XXXX  X.  XXXXXX,   an  individual  (the
"Executive").
                                    RECITALS

         A. The Company and the Executive  entered into an Employment  Agreement
dated effective April 1, 1997 (the "Employment Agreement").

         B. The Company and the Executive  hereby desire to amend the Employment
Agreement by entering into this Amendment.


                                    AGREEMENT

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive agree
as follows:

         1.  Amendment.  Paragraph  4(a) of the  Employment  Agreement is hereby
amended to increase the Executive's annual salary from $90,000 to $136,000.

         2. Ratification. The Company and the Executive hereby ratify and affirm
each of the provisions of the Employment Agreement as amended by this Amendment.

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
day and date first noted above.
                                                             BIOXIDE CORPORATION

                                                        By: /s/ Xxxxx X. Xxxxxxx
                                                        Its: Director


                                                        /s/ Xxxx X. Xxxxxx
                                                        Xxxx X. Xxxxxx