WRP CORP
EMPLOYMENT AGREEMENT FOR ALAN ZEFFER
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<TYPE>EX-10.46
<SEQUENCE>4
<FILENAME>c72360exv10w46.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT FOR ALAN ZEFFER
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                                  EXHIBIT 10.46
                                   EMPLOYMENT
                          CONFIDENTIALITY / NON-COMPETE
                                    AGREEMENT


         THIS EMPLOYMENT AGREEMENT is made and entered into by and between WRP
Corporation, 500 Park Boulevard, Suite 1260, Itasca, Illinois (hereinafter
"WRPC"), and Alan E. Zeffer, with Social Security Number ###-##-####
(hereinafter "Executive") (collectively the "Parties"), and is intended to set
forth the terms, conditions, rights, duties, responsibilities, and obligations
of the Parties regarding the employment of Executive by WRPC ("Employment
Agreement" or "Agreement").

IT IS RECOMMENDED THAT EXECUTIVE SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL
PRIOR TO SIGNING THIS AGREEMENT.

In consideration for the hire, retention and employment of Executive by WRPC,
the Parties mutually agree as follows:

1.0 DEFINITIONS. In this Agreement the following words shall have the following
meanings:

         1.1 "Document" shall mean and intend any writing, report, bid,
presentation, plan, prospectus, proposal, contract, agreement, document,
memorandum, announcement, letter, facsimile, telex, e-mail, notice, note,
advertisement, brochure, handout, specification, order, invoice, receipt,
schedule, list, database, compilation, matrix, chart, graph, sketch, design,
drawing, picture, photograph, mock-up, packaging, formula, process, and/or plan,
whether in original form or a copy, whether alphanumerical or graphical, and
however created or stored, which concerns, involves, refers to, or relates to
WRPC, WRPC's products, WRPC's business, operations, plans, or activities, or
WRPC's customers, clients, vendors, partners, affiliates, parents, subsidiaries,
divisions, business associates, consultants, or contractors, in any way, manner,
or form whatsoever. The term "Document" shall also intend and include any
diskette, CD, hard-drive, videotape, audiotape, or any other medium or device
for storing information.

         1.2 "Work Product" shall mean and intend any Document, or other item,
that was developed, produced, created, drafted, conceived-of, worked-on, or
assembled, at any time and in any location, in whole or in part by Executive, as
a consequence of or through Executive's employment with WRPC.

         1.3 "Confidential Information" shall mean and intend any proprietary,
privileged, private, classified, confidential, or industry sensitive
information, knowledge, know-how, or idea, not generally known or readily
available to the general public, which concerns, involves, relates to, refers
to, or belongs to WRPC, WRPC's products, WRPC's business, operations, plans, or
activities, or WRPC's customers, clients, vendors, partners, affiliates,
parents, subsidiaries, divisions, business associates, consultants, or
contractors, whether in oral, printed, written, alphanumerical, graphical,
electronic, or other form, and however and whenever obtained or discovered,
including Documents, Work Product, and trade secrets. "Confidential Information"
shall also include any and all information which could afford any person,
company, business,




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organization, or other entity, any kind of competitive advantage over WRPC, or
otherwise adversely affect WRPC, its affiliates, parents, or subsidiaries.

2.0 AGREEMENT WRPC hereby agrees to hire and employ Executive, and Executive
hereby agrees to become employed by WRPC, in the capacity and position of Chief
Financial Officer, Vice President Finance and Operations of WRPC and its wholly
owned subsidiary American Health Products Corporation ("AHPC") upon the terms
and conditions hereinafter set forth ("Employment").

3.0 EFFECTIVE DATE AND TERM. This Agreement shall become effective on October 1,
2001, which shall also be Executive's start date, and shall continue in full
force and effect for a period of twelve (12) months, automatically renewing for
additional one (1) year terms, unless terminated in accordance with the terms of
this Agreement.

4.0 SERVICES In furtherance of Executive's employment by WRPC, Executive shall
perform any and all services, duties, assignments, tasks, and responsibilities
required of Executive as set forth in this Agreement, as well as any tasks,
assignments, and services that are reasonable and/or customary for Executive's
position, and any other services, duties, and assignments that the Chief
Executive Officer of WRPC ("CEO"), and the Chairman of the Board of Directors of
WRPC ("Chairman"), may request from time to time ("Services").

         4.1 Executive shall supervise and direct all financial and operating
departments of WRPC and AHPC, subject at all times to the general supervision
and direction of the CEO, and Chairman.

5.0 COMPENSATION. For all Services rendered under this Agreement, Executive
shall be paid and compensated an annual base salary of one hundred and forty
thousand dollars only ($140,000), payable in twenty-four (24) equal semi-monthly
installments.

         5.1 WRPC is under no obligation whatsoever to offer or provide
Executive any compensation, payment, bonus, fringe benefit, perk, award, or
privilege ("Bonus") that is not already offered as part of this Agreement. Any
Bonus that WRPC, in its sole discretion, may offer to Executive shall in no way
be construed as a continuing or repetitive Bonus, and such Bonus shall not form
a part of this Agreement, regardless of what such Bonus shall be called or the
reason for offering the Bonus to Executive, unless a duly authorized executive
officer of WRPC expressly provides in writing that such Bonus shall become an
integral part of this Agreement.

         5.2 As an employee of WRPC, Executive shall be entitled to receive any
benefits that WRPC offers to all of its employees, subject at all times to the
terms and conditions of such benefits, or as otherwise required by law. As an
executive prerequisite, Executive shall receive at least three (3) weeks of
vacation per fiscal year until Executive's employee vesting schedule exceeds
three (3) weeks, whereupon the vesting schedule shall dictate the vacation term.

6.0 EXPENSES WRPC shall reimburse Executive for any reasonable and necessary
out-of-pocket expenses that Executive may incur from time to time in connection
with the performance of the Services under this Agreement. Where applicable,
reimbursement shall be subject to the WRPC Travel and Expense Policy.


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7.0 NASDAQ BONUS, INCENTIVE BONUS AND STOCK OPTIONS. Nasdaq Bonus: As a result
of the Company retaining its Nasdaq listing, the Executive shall receive a bonus
of twenty thousand dollars ($20,000), payable upon acceptance of this agreement.
Incentive BONUS: Executive shall be eligible to receive an annual bonus
incentive equivalent to twenty five percent (25%) of the Executive's annual base
salary. The incentive bonus shall be based upon achievement of the Executive's
goals and objectives as evidenced by the attached MBOs. The Incentive Bonus
shall be payable fifty percent (50%) in cash and fifty percent (50%) in stock
options. The incentive bonus is subject to the approval of the WRPC Compensation
Committee. Stock Options: Executive shall receive WRPC stock options at such
times and in such amounts as the WRPC Compensation Committee shall, in its sole
discretion, determine to be appropriate and suitable, subject at all times to
the terms and conditions of WRPC's Stock Option Plan.

8.0 OTHER BENEFITS. In addition to all other compensation Executive may receive
under this Agreement, Executive shall receive the following benefits, (1)
reasonable housing expenses, not to exceed $1,200.00, and (2) an automobile
allowance of four hundred dollars only ($400.00) per month.

         8.1 Nothing contained in this Agreement shall prevent Executive and
WRPC from mutually agreeing to amend, modify, or supplement any benefits offered
to Executive as part of this Agreement, which amendments, modifications, or
supplements must be in writing and duly signed by both parties.

9.0 WORKING HOURS. Executive agrees to report to work at WRPC's offices in
Itasca, Illinois, Monday through Friday for a forty (40) hour workweek, during
WRPC's normal business hours of 8:00am to 5:00pm, or such other hours as
Executive and Executive's supervisor may agree upon. Notwithstanding the above,
Executive shall work such hours that are required to satisfactorily perform all
Services.

         9.1 Executive acknowledges and understands that Executive may be
required to travel from time to time for varying lengths of time as part of
Executive's Services.

10.0 STATUS AND TERMINATION. Executive hereby acknowledges that Executive is an
"employee-at-will," and that both Executive and WRPC have the absolute right to
terminate Executive's Employment and this Agreement at any time with or without
cause upon three (3) months notice to the other party, subject at all times to
the terms of Termination. This Section shall be subordinate to Clause 4.0,
Review.

         10.1 Notwithstanding the three (3) month notice period, or the twelve
(12) month review period, , WRPC may immediately terminate this Agreement if
Executive breaches the terms of Confidentiality (Section 13), Non-Solicitation
(Sections 16 and 17), Non-Competition (Section (18), violates any Federal,
State, or local laws, or otherwise violates WRPC's policies, rules, and
regulations, subject at all times to the terms and conditions of such policies,
rules, and regulations.

11.0 TERMS OF TERMINATION. Upon the termination of this Employment Agreement for
any reason or no reason whatsoever, the Parties shall have the following
obligations:



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         11.1 WRPC shall pay Executive up to the effective date of termination,
and provide Executive with any other benefits and compensation as required by
this Agreement or the law.

         11.2 Executive shall abide by the terms of Confidentiality (Section
13), Non-Competition (Sections 16 & 17), Non-Solicitation (Section 18), and
Return of Property (Section 15), as detailed in this Agreement.

12.0 AGREEMENT OF CONFIDENTIALITY. During and after the term of Executive's
Employment with WRPC, Executive hereby agrees to maintain in absolute
confidence, and not to disclose or divulge to any person, company, business,
organization, or other entity whatsoever, in whole or in part, directly or
indirectly, any Confidential Information, except as permitted herein. This
clause shall survive the termination of this Agreement.

         12.1 Executive understands and acknowledges that Executive may only
divulge certain expressly authorized and permitted Confidential Information in
the furtherance of Executive's duties for WRPC, when necessary, and at all times
in good faith, with discretion, and in the best interests of WRPC.

13.0 PROPERTY. Executive understands and acknowledges that at all times, any and
all Documents, Work Product, Confidential Information, and other WRPC property,
including, but not limited to, intellectual property, domain names, memberships,
tickets, products, samples, supplies, equipment, computers, machinery,
furniture, and any and all materials or other items that Executive may acquire
as a consequence of or through Executive's employment with WRPC (hereinafter
"Property"), shall at all times remain the sole and absolute property of WRPC,
and Executive hereby waives and relinquishes in favor of WRPC, any and all
right, title, and interest that Executive may gain in and to such Property.

14.0 RETURN OF PROPERTY. Upon the expiration or termination of Executive's
employment with WRPC, or at any other time at the request of WRPC, Executive
will immediately deliver to WRPC, any and all Documents, Work Product,
Confidential Information, and other Property, without retaining any copies,
reproductions, or samples whatsoever. This clause shall survive the termination
of this Agreement.

         14.1 Executive shall, at the request of, and at complete cost to WRPC,
assist WRPC in bringing any Property into the possession, control, and/or
ownership of WRPC.

         14.2 Executive hereby agrees not to withhold the return of any Property
for any reason whatsoever, including withholding the same as security for any
sums allegedly due Executive by WRPC, or in the event of any other contest
between Executive and WRPC. This clause shall survive the termination of this
Agreement.



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         14.3 Where Executive does not cooperate with WRPC in the return of
property, any and all legal, professional, and administrative fees and costs
that WRPC may incur in enforcing clause 15, the Return of Property, shall be
fully reimbursed by Executive, which fees and costs WRPC shall have the right to
deduct from any sums that may be due Executive by WRPC.

15.0 NONSOLICITATION (CLIENTS). Executive hereby affirms that during the term of
Executive's Employment with WRPC, and for a period of two (2) years thereafter,
Executive will not solicit or encourage, either directly or indirectly, any
customers, clients, accounts, vendors, partners, or business associates of WRPC,
to either terminate their relationship with WRPC or compete with WRPC. This
clause shall survive the termination of this Agreement.

         15.1 Executive hereby acknowledges and agrees that any and all clients,
customers, accounts, or contacts that Executive may develop as a consequence of
or through Executive's Employment with WRPC ("Accounts"), are strictly for and
on account of WRPC, and are in no way personal to Executive. These Accounts
shall at all times remain the absolute property of WRPC. Executive hereby waives
in favor of WRPC any and all right, title, and interests that Executive may gain
in and to said Accounts.

16.0 NONSOLICITATION (EMPLOYEES). Executive hereby affirms that, during the term
of Executive's employment with WRPC, and for a period of one (1) year
thereafter, Executive will not solicit or encourage, either directly or
indirectly, any employees of WRPC to terminate their employment with WRPC or
compete with WRPC. This Section shall survive the termination of this Agreement.

17.0 COMPETITIVE EMPLOYMENT. Executive hereby affirms, that during the term of
Executive's employment with WRPC, and for a period of one (1) year thereafter,
Executive will not, without the express written consent of an executive officer
of WRPC, engage in any employment, business, work, or consulting activity,
competitive with WRPC, regardless of whether Executive is compensated for such
activity, regardless of what such activity is called or named, and regardless of
where such activity is performed. WRPC shall not unreasonably withhold its
consent to allow Executive to engage in activities that may be competitive with
WRPC. This clause shall survive the termination of this Agreement.

18.0 NO CONFLICTING OBLIGATIONS. Executive hereby affirms, that Executive is not
a party to any other agreement or arrangement that will interfere or conflict
with Employees full compliance with this Agreement, or with the full performance
of Executive's Services under this Agreement. Executive agrees not to enter into
any agreement or arrangement, whether written or oral, in conflict with this
Agreement.

         18.1 Executive is free to engage in any activities that do not conflict
with this Agreement, compete with WRPC, or interfere with Executive's
performance of the Services, provided that such activities are disclosed to and
expressly approved by the CEO. Executive is currently engaged in the business
activities identified in the attached letter.



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19.0 PROFESSIONALISM: At all times Executive shall perform any and all Services
and represent WRPC in a competent, professional, and ethical manner, in
compliance with all federal, state, and local laws, regulations, and ordinances.

20.0 SPECIFIC PERFORMANCE. Executive understands and acknowledges that a breach
by Executive of any of the promises, conditions, or terms of this Agreement will
result in irreparable and continuing damage to WRPC for which there may be no
adequate remedy at law, and for which WRPC shall be entitled to injunctive
relief and/or a decree for specific performance, and such other relief as may be
proper, including monetary damages.

21.0 WAIVER. The waiver by WRPC of a breach of any provision of this Agreement
by Executive, will not operate or be construed as a continuing waiver, or a
waiver of any further or subsequent breach by Executive, and WRPC may at any
time fully enforce it's rights under this Agreement.

22.0 SEVERABILITY. If any part of this Agreement is found to be invalid,
illegal, or unenforceable by a court of competent jurisdiction, that part will
be amended to achieve as nearly as possible the same effect as the original
provision and the remainder of this Agreement will remain in full force and
effect.

23.0 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, including jurisdiction and
choice of law provisions, and matters of construction, validity, performance,
and intent. Executive hereby consents to the personal jurisdiction of the
federal and state courts situated in Cook County, Illinois.

24.0 ASSIGNMENT. Executive may not assign this Agreement without WRPC's prior
written consent. This Agreement may be freely assigned by WRPC. The rights and
obligations of WRPC under this Agreement shall inure to the benefit of and be
binding upon the successors and assignees of WRPC.

25.0 NOTICES. Any legal or official notices sent pursuant to this Agreement
shall be delivered via hand, certified letter or express mail; if to WRPC, to
WRPC's head office in Itasca, Illinois, and if to Executive, to Executive's
mailing address on file with WRPC's Human Resources department. Any notices
shall be deemed delivered two (2) business days after mailing.

26.0 MODIFICATION. Any modification or amendment to this Agreement must be in
writing and duly signed by both Parties.

27.0 SURVIVAL Any term, clause, section, or provision of this Agreement intended
to survive this Agreement shall survive this Agreement.

28.0 ENTIRE AGREEMENT. This Agreement and any duly executed and authorized
attachments, or amendments constitutes the entire agreement by and between the
Parties hereto, relating to the subject matter hereto and supersedes any and all
other prior or simultaneous representations, discussions, agreements, or
arrangements by and between the parties, whether oral or written.




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         28.1 Any and all duly authorized company policies, procedures, rules,
regulations, mandates, or directives, which now exist or which WRPC may adopt
and implement from time to time, shall form a part of this Agreement.

29.0 CONSENT. EXECUTIVE HEREBY ACKNOWLEDGES AND AFFIRMS THAT EXECUTIVE HAS
THOROUGHLY READ THIS AGREEMENT AND FULLY UNDERSTANDS THE TERMS, CONDITIONS,
INTENT AND SCOPE OF THIS AGREEMENT. EXECUTIVE FURTHER AFFIRMS THAT ANY AND ALL
QUESTIONS OR CONCERNS THAT EXECUTIVE MAY HAVE HAD ABOUT THIS AGREEMENT, OR
EXECUTIVE'S RIGHTS, RESPONSIBILITIES, RESTRICTIONS, AND OBLIGATIONS, HAVE BEEN
FULLY EXPLAINED TO EXECUTIVE, TO EXECUTIVE'S FULL AND FINAL SATISFACTION.
EXECUTIVE FREELY EXECUTES THIS AGREEMENT WITH FULL CONSENT AND IN GOOD FAITH.

IT IS RECOMMENDED THAT EXECUTIVE SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL
PRIOR TO SIGNING THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date:

EXECUTIVE:                                  WRP CORPORATION:




--------------------------------            -------------------------------
Alan E. Zeffer                              Lew Kwong Ann
SSN:  ###-##-####                           CEO and Chairman



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