EXHIBIT 10.67
                                    AGREEMENT

         THIS  AGREEMENT (the  "Agreement")  is made and entered into as of July
19,  2002 by and  among  Advanced  Nutraceuticals,  Inc.,  a  Texas  Corporation
("ANII") and Glenwood  Capital  Partners I, LP, a Delaware  limited  partnership
("Glenwood").  Each of ANII and Glenwood is  sometimes  referred to as a "Party"
and may be collectively referred to as the "Parties."

                                    Recitals

A. Glenwood  desires to provide funding to ANII and ANII desires to receive such
funding, subject to the terms and conditions of this Agreement.

                                    Agreement

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and agreements
contained  herein and  intending to be legally  bound,  the Parties  resolve and
agree as follows:

     1.   Loan by Glenwood.
          -----------------

     1.1  Loan to ANII.
     ------------------
     Subject to the terms and conditions of this Agreement,  Glenwood shall loan
$175,000 to ANII at the Closing.

     1.2  Closing.
     -------------
     The Closing shall take place at 1905 West Valley Vista Drive,  Castle Rock,
Colorado  80104,  on or before July 19, 2002, or at such other time and place as
ANII and Glenwood agree (which time and place are designated as the  "Closing").
At the Closing,  upon receipt of the funds specified in Section 1.1 by ANII from
Glenwood,  the  following  documents  shall  be  exchanged:  (a) a  Subordinated
Promissory  Note in the  principal  amount of $175,000  in the form  attached as
Exhibit A to this Agreement (the "Note"), (b) a warrant to purchase up to 35,000
shares of ANII common stock in the form attached as Exhibit B to this  Agreement
(the "Warrant") and (c) the  Intercreditor  and  Subordination  Agreement in the
form  attached  as  Exhibit  C to this  Agreement.  The  Note  and  Warrant  are
collectively referred to as the "Securities." The Note shall be convertible into
shares of the common  stock of ANII and the Warrant  shall be  exercisable  into
shares of the common stock of ANII.  The  conversion  price for the Note and the
exercise  price for the Warrant  shall be the greater of $1.00 per share or 105%
of the price per share of the common stock of ANII as traded on The Nasdaq Stock
Market on the date of the Closing.

     2.   Representations And Warranties of ANII.
          --------------------------------------

     ANII represents and warrants to Glenwood that:ANII  represents and warrants
to Glenwood that:

     2.1 Organization,  Good Standing and  Qualification.  ANII is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Texas and has all requisite  corporate  power and authority to carry on
its business as now conducted.  ANII is duly qualified to transact  business and
is in good  standing  in each  jurisdiction  in which the  failure to so qualify
would have a material adverse effect on its business or properties.

<PAGE>


     2.2  Due  Authorization.  All  action  on  ANII's  part  necessary  for the
authorization,  execution and delivery of this Agreement and the  performance of
the obligations of ANII hereunder,  and the  authorization,  issuance,  sale and
delivery of the  Securities  has been taken,  and this  Agreement  constitutes a
valid and legally  binding  obligation of Securities,  enforceable in accordance
with its terms,  except (i) as limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to the  availability  of  specific  performance,  injunctive  relief,  or  other
equitable remedies.

     2.3 Governmental Consents. No consent, approval, order or authorization of,
or  registration,  qualification,  designation,  declaration or filing with, any
federal,  state or local governmental  authority on the part of ANII is required
in connection  with the  consummation of the  transactions  contemplated by this
Agreement, except for filings which may be required pursuant to applicable state
and federal securities laws.

     3.   Representations And Warranties Of Glenwood.
          ------------------------------------------

Glenwood represents and warrants to ANII that:

     3.1  Purchase  Entirely for Its Own  Account.  This  Agreement is made with
Glenwood in reliance upon Glenwood's  representation to ANII that the Securities
will be acquired for investment for Glenwood's own account,  not as a nominee or
agent,  and not with the view to the resale or distribution of any part thereof,
and Glenwood has no present intention of selling, granting any participation in,
or otherwise distributing the Securities. Glenwood has no contract, undertaking,
agreement  or   arrangement   with  any  person  to  sell,   transfer  or  grant
participations to such person with respect to any of the Securities.

     3.2  Disclosure of  Information.  Glenwood has had the  opportunity  to ask
questions of, and receive  answers from,  ANII as well as officers and directors
of ANII to obtain additional information regarding ANII and this Offering.  ANII
has been given access to full and complete  information  regarding  ANII and has
utilized  such access to  Glenwood's  satisfaction  for the purpose of obtaining
such  information  regarding  ANII as Glenwood has  reasonably  requested.  Such
information  includes the terms and conditions of the offering of the Securities
to Glenwood, use of proceeds of this offering, ANII's business and the financial
condition of ANII.  Glenwood  acknowledges  receipt and review of the 10-K, 8-K,
10-Q and other reports filed by ANII with the Securities and Exchange Commission
(the "SEC") during the twelve months preceding the date of this Agreement.

     3.3  Investment  Experience.  Glenwood  is an  investor  in  securities  of
speculative  companies and acknowledges that it is able to fend for itself,  can
bear the economic risk of its investment,  and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Securities.

     3.4 Glenwood  Qualification.  Glenwood is an "accredited  investor" as that
term is defined in Rule 501(d) of Regulation D of the Securities Act of 1933, as
amended (the "Act") and Glenwood comes within at least one category set forth in
Appendix  A to  this  Agreement.  Glenwood  agrees  to  furnish  any  additional
information  which ANII deems  necessary in order to verify the  representations
made in this Agreement.

                                        2
<PAGE>

     3.5 Restricted  Securities.  Glenwood understands that the Securities it is
purchasing  are  characterized  as  "restricted  securities"  under the  federal
securities  laws inasmuch as they are being  acquired from ANII in a transaction
not  involving  a  public  offering  and that  under  such  laws and  applicable
regulations  such  securities  may be  resold  without  registration  under  the
Securities Act, only in certain limited circumstances.

     3.6 Legends.  The documents  evidencing the  Securities  will bear a legend
substantially to the following effect:

          These  securities have not been registered under the Securities Act of
          1933,  as  amended  (the  "Act'),  and  may be  deemed  a  "restricted
          security,"  as that term is defined  in Rule 144 under the Act.  These
          securities,  and the securities issued upon conversion hereof, may not
          be offered for sale, sold, or otherwise transferred except pursuant to
          an effective  Registration  Statement under the Act, or pursuant to an
          exemption from  registration  under the Act, the availability of which
          is to be established to the satisfaction of ANII.

     3.7  Notations  on  Records.  Glenwood  understands  that ANII will place a
notation on its stock transfer records  indicating the restricted  nature of the
Securities.

     3.8  Disposition.

          (a)  Glenwood is aware that,  in the view of the SEC,  purchase of the
     Securities with an intent to resell by reason of any  foreseeable  specific
     contingency or anticipated change in the condition of ANII or in connection
     with a pledge of the  securities,  would  represent an intent  inconsistent
     with the representations set forth above. Glenwood agrees that if, contrary
     to the foregoing intentions,  Glenwood should later desire to dispose of or
     transfer  any of the  Securities  in any manner,  Glenwood  shall not do so
     unless and until (i) the Securities  shall have first been registered under
     the Act and all  applicable  securities  laws; or (ii) Glenwood  shall have
     first delivered to ANII a written notice declaring  Glenwood's intention to
     effect  such  transfer  and  describe in  sufficient  detail the manner and
     circumstances  of the proposed  transfer,  and ANII has been satisfied that
     the proposed sale or transfer is exempt from the registration provisions of
     the Act  and all  applicable  state  securities  laws,  which  may  require
     Glenwood  to  furnish,  at his  expense,  an opinion of counsel  reasonably
     satisfactory  to ANII that  such  sale or  transfer  will not  violate  any
     applicable laws.

          (b) Glenwood  understands  that ANII has no obligation to register the
     Securities,  except that if ANII proposes to file a registration  statement
     registering  either or both the Common Stock  underlying  the $250,000 note
     made to  Cambridge  Holdings,  Ltd.  ("Cambridge")  in January  2002 or the
     Warrant  issued  then to  Cambridge,  ANII  shall so  notify  Glenwood  and
     Glenwood shall have the opportunity to include the Common Stock  underlying
     the Note and/or the Warrant in such registration  statement, if Glenwood so
     chooses.

     3.9 Reliance on Representations. Glenwood understands the meaning and legal
consequences of the representations, warranties and agreements set out above and
agrees that the  agreements  made  hereby may be  accepted in reliance  thereon.
Glenwood will indemnify and hold harmless ANII and its agents and any person who
controls them within the meaning of Section 20 of the Securities Exchange Act of
1934,  as  amended,  from and  against any and all loss,  damage,  liability  or
expense, including reasonable costs and attorneys' fees and disbursements, which
ANII or such other  persons  may incur by reason of, or in  connection  with any
representation,  warranty  or  agreement  made  herein not having been true when
made,  any  misrepresentation  made by  Glenwood  or any  failure by Glenwood to
fulfill any of the covenants or agreements set forth herein.

     3.10 Advice of Counsel.  Glenwood  acknowledges that it has obtained advice
from  independent  counsel and its own investment  advisors with respect to this
Agreement and its  investment in the Securities to the extent that it desires to
do so. Glenwood is not relying on any representations, except those set forth in
this Agreement,  or any advice from ANII, or any of ANII's officers,  directors,
attorneys,   including,   without   limitation,   Patton  Boggs  LLP,  or  other
representatives regarding this Agreement, its content or effect.

     4.   Earnout Payment.
          ---------------

     4.1 Earnout Payment Qualification. Subsequent to Closing, in the event that
ANII's  subsidiary,  ANI  Pharmaceuticals,  Inc. ("ANIP") has Pre-Tax Income (as
defined below) for: (a) the year beginning  October 1, 2002 and ending September
30, 2003 in excess of $850,000 ("Year One"),  or (b) the year beginning  October
1, 2003 and ending September 30, 2004 in excess of $1,520,000 ("Year Two"), ANII
shall issue to Glenwood  0.75  shares of ANII's  common  stock for each $1.00 in
Pre-Tax  Income in excess of: (a)  $850,000 in Year One, and (b)  $1,520,000  in
Year Two.  Provided,  however,  in no event shall Glenwood  receive in excess of
178,114 shares of ANII's common stock.

     4.2 Manner of Computation. For purposes of this Agreement, "Pre-Tax Income"
of ANIP  shall  mean,  ANIP's  aggregate  earnings  net of losses of  operations
calculated  as if ANIP were  operated as a separate,  unaffiliated  corporation,
after deduction of all appropriate  expenses,  charges and reserves,  but before
adjustment  for federal,  state,  and local income or franchise  taxes.  Pre-Tax
Income shall be determined  in accordance  with  generally  accepted  accounting
principles  ("GAAP")  consistently  applied by ANII after  consultation with the
firm of independent certified public accountants engaged by ANII for purposes of
its own audit ("ANII's  Accountants");  provided,  however,  that in determining
such Pre-Tax Income:

          (a) Pre-Tax Income shall be computed without regard to  "extraordinary
     items" of gain or loss as that term shall be defined in GAAP;

          (b) Pre-Tax  Income  shall not  include  any gains,  losses or profits
     realized  from the sale of any assets other than in the ordinary  course of
     business;

          (c) No  deduction  shall be made for any  management  fees or  general
     overhead expenses of ANII or other intercompany  charges,  of whatever kind
     or  nature,  charged by ANII to ANIP,  except  that (i) ANII may deduct any
     expenses  that  are  directly  attributable  to  the  operations  of  ANIP,
     including, without limitation, insurance policy premiums, and (ii) ANII may
     charge interest on any loans or advances made by ANII to ANIP in connection
     with ANIP's business operations at a rate of nine percent (9%);

                                        4
<PAGE>

          (d) No  deduction  shall be made  for  legal  or  accounting  fees and
     expenses  arising  out of this  Agreement  to the extent that such fees and
     expenses are included as an expense for the applicable fiscal year;

          (e) No  deduction  shall  be made for  salaries  or  special  benefits
     (including  club dues,  special car allowances and other similar  benefits)
     paid to Al Sirkin ;

          (f) Pre-Tax  Income  shall  include  all items of interest  expense or
     other  expense,  but shall not include any interest  expense (i) related to
     any  indebtedness  not incurred in connection  with the  acquisition of ASH
     Corp.,  or  any  other  businesses  acquired  for  the  benefit  of  ANIP's
     operations,  or (ii) that would have been  eliminated  from  operating cash
     income generated by the business operations of ANIP, but for the allocation
     of such operating cash income by ANII for other purposes;

          (g) Pre-Tax Income shall include 15% of any revenues actually received
     by ANII's  subsidiary,  Bactolac  Pharmaceutical  Inc.,  at its  operations
     facility located in Hauppauge, New York resulting from orders received from
     customers   referred  by  York   Pharmaceuticals   Incorporated,   or  York
     Pharmaceuticals  Incorporated's former employees to Bactolac; provided that
     Bactolac  shall have the right,  in its sole and  absolute  discretion,  to
     determine whether to sell its products to such parties referred by them;

     4.3  Time of Determination.

          (a) The Pre-Tax Income of ANIP shall be determined in accordance  with
     GAAP promptly  after filing of ANII's  Annual  Reports on Form 10-K for the
     fiscal  years  ending  September  30, 2003 and 2004.  Copies of the reports
     setting  forth the  computation  of the  Pre-Tax  Income  of ANIP  shall be
     submitted in writing to Glenwood and, unless Glenwood  notifies ANII within
     10  business  days  after  receipt  of the  report  that it  objects to the
     computation  of Pre-Tax  Income set forth  therein,  the  reports  shall be
     binding and conclusive for the purposes of this  Agreement.  Glenwood shall
     have  reasonable  access  to the books  and  records  of ANIP and to ANII's
     Accountant's  workpapers  (to the  extent  that  ANII can  facilitate  such
     access) during regular  business hours to verify the computation of Pre-Tax
     Income made by ANII.

          (b) If Glenwood notifies ANII in writing within 10 business days after
     receipt of ANII's  report  that it objects  to the  computation  of Pre-Tax
     Income set forth therein,  the amount of Pre-Tax Income shall be determined
     by negotiation  between  Glenwood and ANII. If Glenwood and ANII are unable
     to reach  agreement  within 30 business days after such  notification,  the
     determination  of the amount of Pre-Tax  Income for the period in  question
     shall be submitted to a mutually  agreeable third party firm of independent
     certified public  accountants  ("Special  Accountants") for  determination,
     whose  determination shall be binding and conclusive on the parties. If the
     Special Accountants  determine that the Pre-Tax Income has been understated
     by 10% or more, then ANII shall pay the Special  Accountants'  fees,  costs
     and  expenses.  If  Pre-Tax  Income  has not been  understated  or has been
     understated  by  less  than  10%,  then  Glenwood  shall  pay  the  Special
     Accountants' fees, costs and expenses.

                                        5
<PAGE>

     4.4 No Earnout.  Notwithstanding  anything herein to the contrary, ANII and
ANIP may  terminate  the  operations  of ANIP at  ANIP's  Gulfport,  Mississippi
facility, sell the assets of ANIP, or sell a majority of ANIP stock (an "Earnout
Payment  Termination  Event").  The  decision  regarding  such  Earnout  Payment
Termination  Event  may be made at any  time by ANII  and/or  ANIP,  at the sole
discretion of such entities, and without any consultation to or with Glenwood or
any of  Glenwood's  representatives.  Glenwood  agrees  that in the  event of an
Earnout  Payment  Termination  Event,  Glenwood's  entitlement  to any potential
earnout will be  terminated,  and that Glenwood shall not be entitled to receive
any additional  consideration  or compensation  of any kind if such  termination
occurs.  Provided,  however,  that if such event occurs  during Year One or Year
Two,  Glenwood  shall be entitled to earnout  payments  calculated  by adjusting
Pre-Tax  Income by the  percentage  obtained by dividing  the number of complete
months  subsequent to the beginning of Year One or Year Two, as the case may be,
prior to the Earnout Payment  Termination  Event which have been completed by 12
and  then  multiplying  that  number  by (a)  $850,000  if the  Earnout  Payment
Termination  Event  occurs  during Year One; and (b)  $1,520,000  if the Earnout
Payment  Termination  Event  occurs  during Year Two. If Pre-Tax  Income for the
completed months exceeds the applicable  threshold number, then ANII shall issue
0.75 shares of ANII common stock for each one dollar of such excess amount.  For
example,  if the Earnout Payment  Termination  Event were to occur on January 4,
2004,  then there would have been three  completed  months of operations  during
Year Two. If there were Pre-Tax  Income of $450,000  during those three  months,
Glenwood  would  receive  52,500  shares of ANII  Common  Stock,  calculated  as
follows:  3 / 12 = .25;  .25 x  $1,520,000  =  $380,000;  $450,000  - $380,000 =
$70,000; 70,000 x 0.75 = 52,500 shares.

     4.5 Withholding  Taxes.  ANII or its affiliates may take such steps as they
deem necessary or appropriate for the withholding of any taxes which they may be
required by law or regulation or any  governmental  authority,  whether federal,
state or local,  domestic or foreign, to withhold in connection with any earnout
payments,  including,  but not limited to, the withholding of all or any portion
of any payment owed by them to Glenwood,  or the  withholding of the issuance of
ANII stock to be issued in connection with an earnout payment.

     5.   Miscellaneous.
          -------------

     5.1 Survival.  The  warranties,  representations  and covenants of ANII and
Glenwood contained in this Agreement shall survive the execution and delivery of
this Agreement and the Closing.

     5.2 Successors and Assigns.  Except as otherwise provided herein, the terms
and  conditions of this  Agreement  shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of any of the  Securities).  Nothing in this Agreement,  express or implied,  is
intended  to  confer  upon any  party  other  than the  Parties  hereto or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

                                        6
<PAGE>

     5.3 Governing Law. This Agreement  shall be governed by and construed under
the laws of the State of Colorado.

     5.4   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     5.5 Notices.  Unless otherwise  provided,  any notice required or permitted
under this Agreement  shall be given in writing and shall be deemed  effectively
given upon  personal  delivery  to the Party to be  notified  or four days after
deposit with the United  States Post Office by  registered  or  certified  mail,
postage prepaid and, in the case of ANII at 1905 West Valley Vista Drive, Castle
Rock, Colorado 80109, and in the case of Glenwood,  at Glenwood's address on the
signature page hereof, or at such other address as either Party may designate to
the other by like notice.

     5.6  Severability.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable law, such provisions shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

     IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the day
first above written.

GLENWOOD CAPITAL PARTNERS I, LP             ADVANCED NUTRACEUTICALS, INC.


By:  /s/  Randall D. Humphreys              By: /s/ Jeffrey G. McGonegal
     -------------------------                  --------------------------------
     Randall D. Humphreys                       Jeffrey G. McGonegal
     General Partner                            Senior Vice President of Finance
                                                and Secretary

     -----------------------------------------------
     Street Address

     -----------------------------------------------
     City, State and Zip Code

     -----------------------------------------------
     Taxpayer Identification Number

                                        7
<PAGE>


                                    EXHIBIT A
                                    ---------

                          Subordinated Promissory Note

                                        8
<PAGE>

                                    EXHIBIT B
                                    ---------

                                     Warrant

                                        9
<PAGE>


                                    EXHIBIT C
                                    ---------

                    Intercreditor and Subordination Agreement

                                       10
<PAGE>



                                   APPENDIX A
                                   ----------


Glenwood  must  come  within  at  least  one  category  below to  qualify  as an
"accredited investor" and to be accepted as a holder of the Securities.


Category I          Glenwood is an executive officer of ANII.

Category II         Glenwood  is a bank;  savings and loan;  insurance  company;
                    registered broker or dealer;  registered investment company;
                    registered  business  development  company;  licensed  small
                    business  investment  company ("SBIC");  or employee benefit
                    plan  within  the  meaning  of Title I of ERISA  whose  plan
                    fiduciary  is either a bank,  savings  and  loan,  insurance
                    company or  registered  investment  advisor  or whose  total
                    assets  exceed  $5,000,000;   or  a  self-directed  employee
                    benefit  plan  with  investment  decisions  made  solely  by
                    persons that are accredited Glenwoods.


Category III        Glenwood  is  a  private  business  development  company  as
                    defined in Section 202(a)(22) of the Investment Advisers Act
                    of 1940.


Category IV         Glenwood  is an  entity  with  total  assets  in  excess  of
                    $5,000,000 which was not formed for the purpose of investing
                    in the Securities and which is one of the following:

                                    a corporation; or

                                    a partnership; or

                                    a business trust; or

                                    tax-exempt organization described in Section
                                    501(c)(3)  of the  Internal  Revenue Code of
                                    1986, as amended.


Category V          Glenwood  is an entity of which all the  equity  owners  are
                    "accredited  investors"  within  one or  more  of the  above
                    categories, other than Category IV or Category V.



Category VI         Glenwood  is  a  trust  with  total   assets  in  excess  of
                    $5,000,000, not formed for the specific purpose of acquiring
                    the  Securities,  whose purchase is directed by a person who
                    has such  knowledge and experience in financial and business
                    matters  that he is  capable  of  evaluating  the merits and
                    risks of the prospective investment.

                                       11