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                                                                   EXHIBIT 10.18

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is entered into as of January
24, 2000, by and between Omni Nutraceuticals, Inc., a Utah corporation and its
subsidiaries or affiliates (the "Company"), and Corporate Financial Enterprises,
a Delaware corporation ("Consultant").

     WHEREAS, the Company desires to acquire or merge with other businesses,
enter into investment banking relationships and enhance shareholder value
through the sale or restructuring of its business, recapitalizations,
reorganizations and placement of common stock, preferred stock, and/or debt
instruments (the "Company Objectives");

     WHEREAS, the Company recognizes that the Consultant can contribute to
finding, analyzing, structuring, negotiating and financing business sales and/or
acquisitions, joint ventures, alliances and other desirable projects, which
contribution is of great value to the Company and its shareholders;

     WHEREAS, the Company believes it to be important both to the future
prosperity of the Company Objectives and to the Company's general interest to
retain Consultant as an exclusive consultant to the Company and have Consultant
available to the Company for consulting services in the manner and subject to
the terms, covenants, and conditions set forth herein;

     WHEREAS, in order to accomplish the foregoing, the Company and Consultant
desire to enter into this Agreement, effective as of January 24, 2000, to
provide certain services as set forth herein.

     NOW THEREFORE, in view of the foregoing and in consideration of the
premises and mutual representations, warranties, covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

1.   RETENTION. The Company hereby retains the Consultant on a non-exclusive
     basis during the Consulting Period (as defined in Section 2 below), and
     Consultant hereby agrees to be so retained by the Company, all subject to
     the terms and provisions of this Agreement.

2.   CONSULTING PERIOD. The Consulting Period shall commence on January 24,
     2000 and terminate no earlier than January 24, 2001, upon at least 90 days
     prior written notice. After January 24, 2001, either party may terminate
     this Agreement by giving 30 days written notice of termination to the other
     party.

3.   DUTIES OF CONSULTANT. During the Consulting Period, the Consultant
     shall use its reasonable and best efforts to perform those actions and
     responsibilities necessary to (i) identify, analyze, structure and/or
     negotiate business sales and/or acquisitions, including

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     without limitation, merger agreements, stock purchase agreements, and any
     agreements relating to financing and/or the placement of debt or equity
     securities of the Company, (ii) assist the Company in its corporate
     strategies, (iii) assist the Company in the implementation of its business
     plan, in each case as requested by the Company (the "Services"). The
     Company shall provide all necessary financing required in order to purchase
     businesses approved by the Company, including cash or freely tradable or
     restricted securities. Such securities may include freely tradable Common
     Stock, restricted Common Stock, preferred stock in the Company, debt,
     convertible debt or any other security. Consultant shall render such
     Services diligently, in compliance with all applicable laws and to the best
     of its ability.

4.   OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that Consultant
     shall perform only those services that are reasonably required to
     accomplish the goals and objectives set forth herein, and that Consultant
     shall provide services to other businesses and entities other than the
     Company. Consultant shall be free to directly or indirectly own, manage,
     operate, join, purchase, organize or take preparatory steps for the
     organization of, build, control, finance, acquire, lease or invest or
     participate in the ownership, management, operation, control or financing
     of, or be connected as an officer, director, employee, partner, principal,
     manager, agent, representative, associate, consultant, investor, advisor or
     otherwise with (collectively, be "Affiliated" with), any business or
     enterprise, or permit its name or any part thereof to be used in connection
     with any business or enterprise, engaged in any business, including but not
     limited to, any business that is the same as, substantially similar to or
     otherwise competitive with, adverse to, affiliated with, or otherwise
     related to the Company. Consultant may be Affiliated with any entity which
     may provide services to the Company. The Company hereby waives any conflict
     of interest that may arise from a relationship between Consultant and any
     entity which Consultant is Affiliated with provided that Consultant inform
     the Company of any material conflicts known to Consultant. This Agreement
     may not be assigned by Consultant, without the prior written consent of the
     Company; provided, however, Consultant's right to receive compensation
     hereunder may be assigned by Consultant.

5.   COMPENSATION. In consideration for Consultant entering into this Agreement,
     the Company shall compensate Consultant as follows:

     a.   MONTHLY FEES AND BENEFITS:

          i.   Retainer. The Company shall pay to Consultant a non-refundable
               monthly retainer of $5,000.

          ii.  Expenses. The Company shall pay all such expenses reasonably
               incurred during the Consulting Period by the Consultant for
               business purposes which are related to or in furtherance of the
               goals and objectives identified by the Company and/or the
               provision of the Services (collectively,

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               "Company Purposes"), including, without limitation, expenses
               incurred with respect to the Consultant's travel (including
               business class travel for flights of less than two hours and
               first class travel for flights of two hours or more), meals and
               entertainment and other customary and reasonable expenses for
               Company Purposes. The Company shall pay authorized expenses
               directly, or, upon submission of bills, receipts and/or vouchers
               by the Consultant, by direct reimbursement to the Consultant.
               Consultant shall obtain the prior approval of the Company for any
               expenses in excess of $1,000, individually or in the aggregate.

     b.   FEES FOR ACQUISITION OPPORTUNITIES. The Company shall pay to the
          Consultant a fee equal to ten percent (10%) of the total aggregate
          consideration paid for any acquisition or sale by the Company of any
          business, corporation or division (a "Target"), including, but not
          limited to, acquisitions by stock purchase agreement, merger
          agreement, plan of reorganization or asset purchase agreement, which
          fee shall be due upon closing of the transaction. For purposes hereof,
          the total aggregate consideration paid shall include all cash and
          stock paid to the seller or sellers of a Target upon closing of the
          transaction in addition to any contingent payments to the seller or
          sellers, including without limitation, earnouts, as if all performance
          targets are met, as well as any debts or liabilities assumed by the
          Company, including without limitation any debts for which the Company
          issues a guarantee. In addition, Consultant shall also be entitled to
          a financing fee equal to ten percent (10%) of any private or public
          placement of debt or equity securities of the Company, including
          without limitation, promissory notes, debentures, convertible debt,
          common stock or preferred stock, or any other securities owned by the
          Company, including without limitation securities of other
          corporations. Notwithstanding the foregoing, no fees shall be payable
          to Consultant unless either (i) Consultant introduces to the Company a
          party involved in any of the above described transactions (i.e. a
          purchaser, seller, lender or investor), or (ii) Consultant, at the
          request of the Company, provides advisory or other consulting services
          in connection with the transaction.

     c.   THIRD PARTY COMMISSIONS. Consultant and/or its Affiliates shall be
          entitled to share in any fees or commissions payable by third parties
          on any transaction contemplated herein, including, but not limited to,
          any fees payable to Consultant by a third party lender, financing
          partner, or other party, or a seller of a corporation or business,
          including, without limitation, investment banking fees or commissions,
          business brokerage fees or commissions, finders fees, or any other fee
          payable by a third party to Consultant for any reason including the
          identification of the Company as a potential purchaser or seller of
          such corporation or business (a "Transaction Commission"). The Company
          hereby waives any conflict of interest that may arise due to any
          transaction wherein Consultant receives such a Transaction Commission,
          including, but not limited to, any conflict of interest which may
          arise as a result of the dual representation by

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          Consultant of the seller or purchaser of a corporation or business on
          the one hand, and the  Company on the other.

     d.   FEES PAID IN COMMON STOCK. The Company, at its option, may pay fees
          due under paragraph (b) of this Section 5 in cash, or by issuance of
          Restricted Common Stock or freely tradeable, registered Common Stock.
          (Restricted Common Stock shall be issued at a rate equal to the lesser
          of (i) twenty percent (20%) of the Bid Price on the day prior to the
          closing date of a transaction which entitles the Consultant to receive
          such fees, or (ii) $2.50. Freely tradeable, registered Common Stock,
          pursuant to an effective and current registration statement, shall be
          issued at the rate equal to the lesser of (i) ten percent (10%) of the
          Bid Price on the day prior to the closing date of a transaction which
          entitles the Consultant to receive such fees, or $4.00.) All fees
          payable hereunder shall be paid within seven business days following
          the date upon which Consultant submits a written statement setting
          forth the amounts due and payable to Consultant.

6.   TERMINATION. Subject to the cure provisions contained herein, the
     Company may terminate the Consulting Period upon written notice for Cause
     at any time. Cause shall mean that during the Consulting Period, the
     Consultant (i) materially breached the terms of this Agreement or (ii)
     engaged in gross negligence or willful or illegal misconduct that is
     materially injurious to the Company, and, after written notice of such
     breach or conduct, Consultant has failed to cure such breach or cease such
     conduct within not less than 30 days. Any termination pursuant to this
     section shall be communicated by written Notice of Intended Termination.
     For purposes of this Agreement, a "Notice of Intended Termination" shall
     mean a notice which shall clearly state the specific termination provision
     in this Agreement relied upon and shall set forth in reasonable and
     specific detail the facts and circumstances claimed to provide a basis for
     termination of the Consulting Period. No Notice of Intended Termination
     shall be valid unless it is signed by at least a majority of the entire
     board of directors of the Company (the "Board"), not counting any designee
     elected by Consultant or any of its affiliates.

     a.   Not less than 15 days after receipt of the Notice of Intended
          Termination, Consultant shall have the opportunity to a full, complete
          and fair hearing in the presence of the entire Board. Not less than 10
          days prior to the hearing, the Board shall present to Consultant its
          reasons for the termination, including the specific actions,
          inactions, omissions or other facts relied upon by the Board in making
          its determination that Consultant has materially breached this
          Agreement or engaged in gross negligence or willful or illegal
          misconduct and that the Company has the right to terminate this
          Agreement for Cause. Consultant shall have the right to rebut any
          evidence or allegations of wrongdoing at the hearing and shall have
          the right to be represented by counsel of Consultant's choice at such
          hearing. After such hearing, should the Board determine that this
          Agreement may properly be

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          terminated for Cause, it shall issue a written Final Notice of
          Termination to Consultant, signed by at least a majority of the
          members of the Board (not counting any designee elected by Consultant
          or any of its affiliates), setting forth in detail the specific facts,
          conclusions and findings of the Board in determining that Cause exists
          for the termination of this Agreement. The Final Notice of Termination
          shall contain an effective termination date, which effective
          termination date shall be no less than thirty (30) days from the date
          of the Final Notice of Termination.

7.   NOTICE. Any notice required, permitted or desired to be given pursuant to
     any of the provisions of this Agreement shall be deemed to have been
     sufficiently given or served for all purposes if delivered in person or
     sent by certified mail, return receipt requested, postage and fees prepaid,
     or by national overnight delivery prepaid service to the parties at their
     addresses set forth below. Any party hereto may at any time and from time
     to time hereafter change the address to which notice shall be sent
     hereunder by notice to the other party given under this paragraph. The date
     of the giving of any notice sent by mail shall be the day two days after
     the posting of the mail, except that notice of an address change shall be
     deemed given when received. The addresses of the parties are as follows:

               TO CONSULTANT:

               CORPORATE FINANCIAL ENTERPRISES
               2224 Main Street
               Santa Monica, California 90405
               Attn: President
               Telephone: (310) 452-1005
               Facsimile: (310) 581-6806

               TO THE COMPANY:
               Omni Nutraceuticals, Inc.
               5310 Beethoven Street
               Los Angeles, California 90066
               Telecopier:(310) 306-4840
               Attention: Chief Executive Officer

8.   WAIVER. No course of dealing nor any delay on the part of either party in
     exercising any rights hereunder will operate as a waiver of any rights of
     such party. No waiver of any default or breach of this Agreement or
     application of any term, covenant or provision hereof shall be deemed a
     continuing waiver or a waiver of any other breach or default or the waiver
     of any other application of any term, covenant or provision.

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9.   DEFINITION OF "REASONABLE AND BEST EFFORTS." Reasonable and best efforts
     shall not include the payment of any non-reimbursable out-of-pocket costs
     or other payments by Consultant. Consultant shall not guarantee, make any
     representation concerning (which representation would survive the closing
     of any escrow or other transaction) or warrant (i) the condition,
     performance, value, or profitability of any business purchased, sold by, or
     otherwise considered for purchase by the Company; (ii) the validity or
     authorization of any capital stock purchased, sold by, or otherwise
     considered for purchase by the Company; (iii) the market value of any
     capital stock, business or assets purchased, sold by, or otherwise
     considered for purchase by the Company; (iv) the ability to finance,
     refinance or otherwise mortgage or encumber any business or corporation
     purchased, sold by, or otherwise considered for purchase by the Company; or
     (vi) that Consultant will find or present any business or corporation which
     the Company will consider, approve or ultimately purchase or be able to
     purchase; or (7) the covenants, representations or warranties of any party
     to any stock purchase, asset purchase, merger or other agreement entered
     into by the Company with any third party.

10.  SUCCESSORS; BINDING AGREEMENTS. Prior to the effectiveness of any
     succession (whether direct or indirect, by purchase, merger, consolidation
     or otherwise) to all or substantially all of the business and/or assets of
     the Company, the Company will require the successor to expressly assume and
     agree to perform this Agreement in the same manner and to the same extent
     that the Company would be required to perform it if no such succession had
     occurred. As used in this Agreement, "Company" shall mean the Company as
     defined above and any successor to its business and/or assets which
     executes and delivers the Agreement provided for in this Section 10 or
     which otherwise becomes bound by all the terms and provisions of this
     Agreement by operation of law or otherwise.

11.  COUNTERPARTS. This Agreement may be executed in two or more counterparts,
     each of which shall be deemed to be an original, but all of which together
     shall constitute one and the same instrument. Any signature by facsimile
     shall be valid and binding as if an original signature were delivered.

12.  CAPTIONS. The caption headings in this Agreement are for convenience of
     reference only and are not intended and shall not be construed as having
     any substantive effect.

13.  GOVERNING LAW. This Agreement shall be governed, interpreted and construed
     in accordance with the laws of the state of California applicable to
     agreements entered into and to be performed entirely therein. Any suit,
     action or proceeding with respect to this Agreement shall be brought
     exclusively in the state courts of the state of California or in the
     federal courts of the United States which are located in Los Angeles,
     California. The parties hereto hereby agree to submit to the jurisdiction
     and venue of such courts for the purposes hereof. Each party agrees that,
     to the extent permitted by law, the losing party in a suit, action or
     proceeding in connection herewith shall pay the prevailing party its
     reasonable attorneys' fees incurred in connection therewith.

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14.  ENTIRE AGREEMENT/MODIFICATIONS. This Agreement constitutes the entire
     agreement between the parties and supersedes all prior understandings and
     agreements, whether oral or written, regarding Consultant's retention by
     the Company; provided, however, that all fees previously earned and/or paid
     to Consultant under prior agreements shall be deemed earned, and shall be
     in addition to any fees payable hereunder. This Agreement shall not be
     altered or modified except in writing, duly executed by the parties hereto.

15.  WARRANTY. The Company and Consultant each hereby warrant and agree
     that each is free to enter into this Agreement, that the parties signing
     below are duly authorized and directed to execute this Agreement, and that
     this Agreement is a valid, binding and enforceable against the parties
     hereto.

16.  SEVERABILITY. If any term, covenant or provision, or any part thereof, is
     found by any court of competent jurisdiction to be invalid, illegal or
     unenforceable in any respect, the same shall not affect the remainder of
     such term, covenant or provision, any other terms, covenants or provisions
     or any subsequent application of such term, covenant or provision which
     shall be given the maximum effect possible without regard to the invalid,
     illegal or unenforceable term, covenant or provision, or portion thereof.
     In lieu of any such invalid, illegal or unenforceable provision, the
     parties hereto intend that there shall be added as part of this Agreement a
     term, covenant or provision as similar in terms to such invalid, illegal or
     unenforceable term, covenant of provision, or part thereof, as may be
     possible and be valid, legal and enforceable.

17.  CONFIDENTIALITY. Consultant hereby agrees, and agrees to cause its
     officers, directors, shareholders and affiliates ("Consultant's
     Representatives") to treat all information received by Consultant or
     Consultant's Representatives concerning the Company or its business,
     financial condition, prospects and affairs, or Company Objectives, or other
     confidential information it may receive in the course of performing
     Services (unless already in the public domain through no breach of any duty
     owed the Company) as confidential proprietary information and it will not
     use, and shall cause all Consultant's Representatives not to use such
     information except in connection with the performance of Services
     hereunder. In the event this Agreement is Terminated, all such information
     shall be returned to the Company.

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     IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.

CORPORATE FINANCIAL                     OMNI NUTRACEUTICALS, INC.
ENTERPRISES, INC.

By: /s/ Regis Possino                     By: /s/ Louis Mancini
    --------------------------                -----------------------------
    Regis Possino                             Louis Mancini
    President                                 President

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