Termination
      Agreement

    


    This
      Agreement is made by and between Nutra Pharma Corp., a California Corporation
      (“the Company”), with an address of 3473 High Ridge Road, Boynton Beach, FL
      33426 (“the Company”), and Doherty & Company, LLC, a Delaware limited
      liability company (“Doherty & Company”) and Michael Doherty, an individual
      (“Doherty”). Doherty & Company, LLC and Doherty are referred to herein
      individually or collectively as “the Doherty Entities.”

    


    WHEREAS,
      the Company and the Doherty Entities have maintained a business relationship
      whereby the Doherty Entities have provided certain services to the Company
      for a
      period of time pursuant to various written agreements; and

    


    WHEREAS,
      the Company and the Doherty Entities now desire to terminate the business
      relationship and agreements between them as set forth herein.

    


    NOW,
      THEREFORE, for and in consideration of good and valuable consideration, the
      receipt of which is hereby acknowledged, the Company and the Doherty Entities,
      intending to be legally bound, mutually agree as follows: 

    


    1.
      Acknowledgment of Entire Agreement. 

    All
      written or oral understandings, agreements, covenants, promises, or arrangements
      between the Doherty Entities and the Company are set forth in the following
      written agreements dated as of June 1, 2005: (i) the Agreement titled “Letter
      Agreement” by and between the Company and the Doherty Entities whereby Doherty
      was appointed as the Company’s Executive Chairman (“the Letter Agreement”) and
      which granted Doherty & Company thirteen million six hundred thousand
      (13,600,000) options to purchase common stock (“the 13,600,000 Options”); (ii)
      the Agreement titled “Option to Purchase” by and between the Company and Doherty
& Company (“the Option to Purchase Agreement”) which is also designated as
      Exhibit A to the Letter Agreement in (i) above; (iii) the untitled Financing
      Agent Agreement between the Company and Doherty whereby Doherty was appointed
      the Financing Agent for the Company (“the Financing Agent Agreement”); and (iv)
      the untitled Indemnification Agreement between the Company and Doherty &
Company. The Letter Agreement, the Option to Purchase Agreement, the Financing
      Agent Agreement, and the Indemnification Agreement are collectively referred
      to
      herein as “the Doherty Agreements.” It is understood and acknowledged by the
      Company and the Doherty Entities that the Doherty Agreements are the only
      agreements and understandings of the parties, and there are no other written
      or
      oral understandings, agreements, covenants, promises, obligations or
      arrangements, directly or indirectly, between the parties except as set forth
      herein.

    


    2.
      Termination of Doherty Agreements.

    The
      Company and Doherty agree that the employment and/or contractual relationship
      established by the Doherty Agreements shall terminate and cease as of the
      execution of this Termination Agreement (“the Termination Agreement”) and the
      Company shall not be obligated to provide any benefits or pay any compensation
      or consideration now or at 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    any
      time
      in the future including but not limited to salaries, commissions,
      reimbursements, expenses, sums of any nature, securities of any nature,
      including common stock, warrants and/or options to purchase common stock, to
      the
      Doherty Entities whether accrued or unaccrued, billed or unbilled, due or not
      due, delivered or not delivered pursuant to the Doherty Agreements. Any
      provision or obligation contained or arising out of any provision in any of
      the
      Doherty Agreements which survived the termination of those agreements including
      any duty or obligation of the Company to provide now or at any time in the
      future any payment, benefit, indemnification, contribution, or defense to the
      Doherty Entities or to any third party is hereby terminated. Any provision
      in
      the Doherty Agreements relative to the manner, method, timing, notification
      of,
      or necessity to establish cause for termination of the Doherty Agreements or
      any
      portion thereof are considered to have been complied with and/or waived by
      the
      Doherty Entities. 

    


    3.
      Resignation by Doherty.

    Doherty
      hereby tenders, and the Company accepts, Doherty's resignation from any and
      all
      positions that Doherty may currently hold with the Company as a result of the
      Letter Agreement, including Doherty's position as the Company’s Executive
      Chairman, Chairman of the Board, or any and all other positions, effective
      upon
      execution hereof. The Doherty Entities represent that they have not entered
      into
      any agreement on behalf of the Company designed to bind the Company to any
      contract or transaction. Upon execution hereof, the Doherty Entities hereby
      forfeit and release all claims and rights of ownership of the 13,600,000 Options
      and request cancellation of all of the 13,600,000 options granted to the Doherty
      Entities pursuant to the Option to Purchase Agreement and the Letter Agreement
      regardless of whether any of the foregoing options have vested, been exercised
      or been delivered to the Doherty Entities.

    


    4.
      Ownership of the 13,600,000 Options.

    The
      Doherty Entities represent that until the time of execution of this Termination
      Agreement by all parties, Doherty & Company was the sole beneficial owner of
      the 13,600,000 Options and no portion of the 13,600,000 Options has been
      promised, assigned, sold, pledged, or otherwise transferred to any third
      party.

    


    5.
      Resignation of Doherty & Company.

    Doherty
      & Company hereby tenders, and the Company accepts, its resignation from any
      and all positions Doherty & Company may currently hold with the Company as a
      result of the Financing Agreement, including but not limited to the Company’s
      agent and investment banker. Doherty & Company represents that Doherty &
Company has not consummated any financing on behalf of or for the Company.
      Doherty & Company waives any right to receive any future compensation
      pursuant to Paragraph 7 of the Financing Agreement and no portion of the
      Financing Agreement shall survive its termination hereunder.

    


    6.
      In
      connection with the Doherty Agreements, the Doherty Entities represent
      that:

    i.
      No
      party is owed a fee of any type for any services provided by
      Doherty;

    ii.
      The
      Doherty Entities have not entered into any agreement of any nature on behalf
      of
      the Company; and 

    iii.
      The
      Doherty Entities have not undertaken any acts that create any liability or
      obligation of any type of the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.
      Consideration to Doherty.

    i.
      Grant.

    In
      consideration for entering into this Termination Agreement, the Company, upon
      execution hereof, hereby grants to Doherty & Company, options to purchase
      two million (“2,000,000”) shares of the Company's common stock (“the 2006
      Option”) upon the terms and conditions set forth herein (the “2006 Option
      Shares”). The Doherty Entities agree that the Company's grant of the 2006 Option
      Shares is in full accord and satisfaction of any obligations, claims, sums,
      amounts and/or disputes that the Doherty Entities may have with the Company.
      The
      Doherty Entities understand, covenant, and agree that the terms of this
      Termination Agreement, and the 2006 Option is the sole consideration for this
      Termination Agreement and that the Doherty Entities accept said consideration
      for the purpose of making a full and final compromise, adjustment and settlement
      of all claims for injuries, losses, and damages resulting, or to result, from
      any claims against the Company.

    


    ii.
      Vesting.

    The
      2006
      Option shall vest upon execution of this Termination Agreement and shall be
      exercisable at any time from the date of execution of this Termination Agreement
      until May 31, 2010.

    


    iii.
      Exercise Price.

    The
      exercise price (the “Exercise Price”) for each share of Common Stock covered by
      the 2006 Option shall be $0.27 per Common Share.

    


    iv.
      Partial Exercise. Subject to the terms of this Termination Agreement, the 2006
      Option may be exercised for all or any part of the 2006 Option
      Shares.

    


    v.
      Method
      of Exercising Option.

    The
      2006
      Option, or any portion thereof, may be exercised by the Doherty Entities by
      delivering to the Company at its main office (to the attention of the Company's
      President) written notice of the number of shares of common stock with respect
      to which the Option is being exercised and by paying in full the purchase price
      of the shares of stock so purchased.

    


    vi.
      Assignability of Options.

    Doherty
      & Company may assign the 2006 Option granted hereunder.

    


    vii.
      Expiration.

    The
      2006
      Option shall in no event be exercisable after May 31, 2010.

    


    viii.
      Issuance of Stock Certificates upon Exercise.

    Subject
      to the Provisions of this Termination
      Agreement,
      upon receipt by the Company of the Exercise Price for any portion of the 2006
      Option, the Company shall issue to the Doherty Entities shares of common stock
      equal to the number of common shares purchased under the 2006
      Option.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ix.
      No
      Rights as a Shareholder.

    The
      Doherty Entities shall not have any rights as a shareholder regarding any shares
      of common stock covered by the 2006 Option until the issuance of a stock
      certificate for such shares. No adjustment shall be made on the issuance of
      a
      stock certificate to the Doherty Entities as to any dividends or other rights
      for which the record date occurred prior to the date of issuance of such
      certificate by the Company's transfer agent.

    


    x.
      Adjustment of Options.

    The
      grant
      of the 2006 Option shall not affect in any way the right or power of the Company
      to make adjustments, reclassifications, reorganizations or changes of its
      capital or business structure or to merge, consolidate, dissolve, liquidate,
      sell or transfer all or any part of its business or assets. The Company shall
      have the sole discretion to make all interpretations and determinations required
      under this Paragraph to the extent it deems equitable and
      appropriate.

    


    8.
      Indemnification

    i. Indemnification
      Generally.

    For
      a
      period of six months after the date of execution of this Agreement, the Company
      shall indemnify the Doherty Entities from and against any and all losses,
      damages, liabilities, claims, charges, actions, proceedings, demands, judgments,
      closing costs and expenses resulting from services provided by the Doherty
      Entities pursuant to the Doherty Agreements. Notwithstanding the foregoing,
      the
      Company shall not be liable for any losses to the extent such Losses arise
      out
      of, result from or are increased by, the breach of this Agreement by, or the
      fraudulent acts or gross negligence of the Doherty Entities or in the event
      of
      any breach by the Doherty Entities of a representation, warranty or covenant
      of
      the Doherty Agreements.

    


    ii. Indemnification
      Procedures. In the event, the Doherty Entities are entitled to indemnification,
      it shall give notice as promptly to the Company of the commencement of any
      action, suit, proceeding or investigation or threat thereof made in writing
      in
      respect of which indemnity may be sought hereunder. Upon such notification,
      the
      Company Party shall assume the defense of such action if it is a claim brought
      by a third party, and after such assumption the Doherty Entities shall not
      be
      entitled to reimbursement of any legal expenses incurred by it in connection
      with such action except as described below. In any such action, the Doherty
      Entities Party shall have the right to retain its own counsel, but the fees
      and
      expenses of such counsel shall be at the expense of the Doherty Entities unless:
      (a) the Doherty Entities and the Company shall have mutually agreed in writing
      to the contrary, or (b) the named parties in any such action (including any
      impleaded parties) include both the Company and Doherty and the representation
      of both parties by the same counsel would be inappropriate due to actual
      conflicting interests between them. The Company if it is not entitled to, or
      elects not to, assume the defense of a claim shall not be obligated to pay
      the
      fees and expenses of more than one counsel in any one jurisdiction for all
      parties indemnified by the Company with respect to such claim, unless


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    in
      the
      reasonable judgment of the Company an actual conflict of interest may exist
      with
      respect to such claim, in which event the Doherty Entities shall be obligated
      to
      pay the fees and expenses of such additional counsel or counsels. The Company
      shall not be liable for any closing of any proceeding effected without its
      written consent (which shall not be unreasonably withheld or delayed by such
      Indemnifying Party), but if settled with such consent or if there be final
      judgment for the plaintiff, the Company shall indemnify the Doherty Entities
      from and against any Losses.

    


    9.
      Restrictive Covenants.

    i.
      The
      Doherty Entities agree to hold and safeguard all trade secrets, proprietary
      information, and confidential information of the Company in trust and confidence
      for the Company. The Doherty Entities agree that they shall not misappropriate,
      disclose, or make available to any person or any entity for use at any time
      any
      of the said information, and the Doherty Entities agree not to use any of the
      said information, whether or not it was developed by the Doherty Entities,
      to
      their own advantage or to the advantage of others.

    


    ii.
      The
      Doherty Entities agree that all records, drawings, data, samples, models,
      correspondence, manuals, notes, reports, notebooks, proposals, and any other
      documents concerning the Company's customers, products, processes, technical
      information or business information used by the Company and any other tangible
      materials or copies or extracts of tangible materials regarding the Company's
      operations or business, testing, formulations or product development received
      by
      the Doherty Entities during their contractual relationship with the Company
      are,
      and shall be, property of the Company exclusively. Doherty agrees to immediately
      return to the Company all of the material mentioned above, including written
      notes, memorandums, or notes taken by Doherty and all tangible materials,
      including, without limitation, correspondence, drawings, manuals, letters,
      notebooks, reports, flow-charts, programs, and proposals. No copies will be
      made
      by the Doherty Entities, or retained by the Doherty Entities, of any written
      information obtained, whether or not developed by the Doherty Entities.


    


    10.
      Breach by Doherty Entities.

    In
      the
      event of a breach by the Doherty Entities of the terms of this Termination
      Agreement, the Company shall be entitled, if it shall so elect, to institute
      legal proceedings to obtain damages for any such breach, or to enforce the
      specific performance of this Termination Agreement by Doherty and to enjoin
      Doherty from any further violation of this Termination Agreement and to exercise
      such remedies cumulatively or in conjunction with all other rights and remedies
      provided by law. Doherty acknowledges, however, that the remedies at law for
      any
      breach by the Doherty Entities of the provisions of this Termination Agreement
      may be inadequate and that the Company shall be entitled to injunctive relief
      against them in the event of any breach. If the Company prevails in a proceeding
      for damages or injunctive relief, Doherty agrees that the Company, in addition
      to other relief, shall be entitled to the following in connection with the
      Doherty Entities’ (either individually or collectively) violations of any terms
      of this Termination Agreement: (a) reasonable attorney fees, costs, and the
      expenses of litigation incurred by the Company in securing the relief granted
      by
      the Court; (b) the cancellation of the right to exercise any part of the 2006
      Option that remains unexercised at the time; (c) repayment of all profits earned
      by Doherty from the options, said profits to be determined by taking the
      difference between the exercise price and the per share price for such shares
      as
      were sold by the Doherty Entities.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.
      Choice of Law and Venue.

    Law
      and
      Arbitration.

    This
      Termination Agreement shall be governed by and construed in accordance with
      the
      laws of the State of Florida applicable to contracts executed and performed
      in
      such State, without giving effect to conflict of law principles. All
      controversies, claims and matters of difference arising between the parties
      under this Termination Agreement shall be submitted to binding arbitration
      in
      Palm Beach County, Florida under the Commercial Arbitration Rules of the
      American Arbitration Association ("the AAA") from time to time in force (to
      the
      extent not in conflict with the provisions set forth herein). This agreement
      to
      arbitrate shall be specifically enforceable under applicable law in any court
      of
      competent jurisdiction. Notice of the demand for arbitration shall be filed
      in
      writing with the other parties to this Termination Agreement and with the AAA.
      Once the arbitral tribunal has been constituted in full, a hearing shall be
      held
      and an award rendered as soon as practicable. The demand for arbitration shall
      be made within a reasonable time after the claim, dispute or other matter in
      question has arisen, and the parties are not making progress toward a
      resolution. In no event shall it be made after the date when institution of
      legal or equitable proceedings based on such claim, dispute or other matter
      would be barred by the applicable contractual or other statutes of limitations.
      The parties shall have reasonable discovery rights as determined by the
      arbitration. The award rendered by the arbitrators shall be final and judgment
      may be entered in accordance with applicable law and in any court having
      jurisdiction thereof. The decision of the arbitrators shall be rendered in
      writing and shall state the manner in which the fees and expenses of the
      arbitrators shall be borne.

    


    12.
      Counterparts.

    This
      Termination Agreement may be executed in two or more counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party.
      This Termination Agreement, once executed by a party, may be delivered to the
      other parties hereto by facsimile transmission of a copy of this Termination
      Agreement bearing the signature of the party so delivering this Termination
      Agreement. In the event any signature is delivered by facsimile transmission,
      the party using such means of delivery shall cause the manually executed
      Execution Page(s) hereof to be physically delivered to the other party within
      five (5) days of the execution hereof, provided that the failure to so deliver
      any manually executed Execution Page shall not affect the validity or
      enforceability of this Termination Agreement.

    


    13.
      Headings.

    The
      headings of this Termination Agreement are for convenience of reference and
      shall not form part of, or affect the interpretation of, this Termination
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14.
      Severability.

    If
      any
      provision of this Termination Agreement shall be invalid or unenforceable in
      any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Termination Agreement or the validity
      or enforceability of this Termination Agreement in any other
      jurisdiction.

    


    15.
      Entire Agreement; Amendments.

    This
      Termination Agreement and the instruments referenced herein contain the entire
      understanding of the Doherty Entities, and the Company, their affiliates and
      persons acting on their behalf with respect to the matters covered herein and
      therein and, except as specifically set forth herein or therein, neither the
      Company nor Doherty Entities makes any representation, warranty, covenant or
      undertaking with respect to such matters. No provision of this Termination
      Agreement may be waived other than by an instrument in writing signed by the
      party to be charged with enforcement and no provision of this Termination
      Agreement may be amended other than by an instrument in writing signed by the
      Company and the Doherty Entities.

    


    16.
      Notices. Any notices required or permitted to be given under the terms of this
      Termination Agreement shall be sent by certified or registered mail (return
      receipt requested) or delivered personally, by responsible overnight carrier
      or
      by confirmed facsimile, and shall be effective five (5) days after being placed
      in the mail, if mailed, or upon receipt or refusal of receipt, if delivered
      personally or by responsible overnight carrier or confirmed facsimile, in each
      case addressed to a party. The addresses for such communications shall
      be:

    


    If
      to the
      Company:

    


    Nutra
      Pharma Corp. 

    1829
      Corporate Drive 

    Boynton
      Beach, Florida 33426

    Attn:  
      Rik
      Deitsch

               
      Chief Executive Officer 

    


    


    If
      to
      Michael Doherty to:

    


    Michael
      Doherty 

    1999
      Avenue of Stars

    Los
      Angeles, California 90069

    Suite
      #1800

    


    


    If
      to
      Doherty & Company to: 

    


    Doherty
      & Company, LLC

    Same

    ___________________

    ___________________

    Attn:
      Michael Doherty

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    17.
      Successors and Assigns.

    This
      Termination Agreement shall be binding upon and inure to the benefit of the
      parties and their successors and assigns. Except as provided herein or therein,
      the Doherty Entities may not assign this Termination Agreement or any rights
      or
      obligations hereunder.

    


    18.
      Further Assurances.

    The
      Doherty Entities shall do and perform, or cause to be done and performed, all
      such further acts and things, and shall execute and deliver all such other
      Termination Agreements, certificates, instruments and documents, as the other
      party may reasonably request in order to carry out the intent and accomplish
      the
      purposes of this Termination Agreement.

    


    19.
      Waivers.

    No
      delay
      on the part of any party in exercising any right, power, or privilege hereunder
      shall operate as a waiver thereof. Nor shall any waiver on the part of any
      party
      of any such right, power or privilege, nor any single or partial exercise of
      any
      such right, power or privilege, preclude any further exercise thereof or the
      exercise of any other such right, power or privilege. The rights and remedies
      of
      any party based upon, arising out of or otherwise in respect of any inaccuracy
      in or breach by any other party of any representation, warranty, covenant or
      agreement contained in this Termination Agreement shall in no way be limited
      by
      the fact that the act, omission, occurrence or other state of facts upon which
      any claim of any such inaccuracy or breach is based may also be the subject
      matter of any other representation, warranty, covenant or agreement contained
      in
      this Termination Agreement (or in any other agreement between the parties)
      as to
      which there is no inaccuracy or breach.

    


    20.
      Variations in Pronouns. 

    Wherever
      the context shall so require, all words herein in the male gender shall be
      deemed to include the female or neuter gender and vice versa, all singular
      words
      shall include the plural, and all plural words shall include the singular.
      All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

    


    21.
      Presumption Against Scrivener and Mutual Understandings.

    Each
      party waives the presumption that this Termination Agreement is presumed to
      be
      in favor of the party which did not prepare it, in case of a dispute as to
      interpretation. This Termination Agreement has been freely and fairly negotiated
      by the parties hereto and each party has been provided the opportunity to have
      the Termination Agreement reviewed by legal counsel of their choice and to
      modify the terms hereof and, therefore, this Termination Agreement shall be
      construed and interpreted without any presumption, 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    or
      other
      rule, requiring construction or interpretation against the interest of the
      party
      causing this Termination Agreement to be drafted. This Termination Agreement
      embodies the entire understanding between the parties and supersedes and cancels
      all prior understandings and agreements, whether oral or written. The Doherty
      Entities represent and verify that they have not breached any terms of the
      Doherty Agreements. If it is later discovered that such representation is
      untrue, then and in that event, the Company reserves the right to seek any
      remedy permitted by the said Agreement and/or any existing laws notwithstanding
      the language of this Termination Agreement. Additionally, the failure to
      disclose such past or current breach and/or violations of such agreements shall
      be considered a material breach of this Termination Agreement.

    


    22.
      Release.

    The
      Doherty Entities, their heirs, executors, administrators, successors and
      assigns, whether herein named or referred to or not, do hereby release,
      discharge, and acquit and by these presents does hereby release, acquit, and
      forever discharge the Company, its successors and assigns, its agents, servants,
      and its divisions, subdivisions, and affiliates, of and from any and all past,
      present, and future claims, counterclaims, grievances, assertions, matters,
      demands, actions, causes of action, liabilities, damages, costs, loss of
      services, expenses, compensation, contracts, agreements, promises, covenants,
      third-party actions, suits at law or in equity, of every nature and description,
      whether known or unknown, suspected or unsuspected, foreseen, or unforeseen,
      real or imaginary, actual or potential, and whether arising at law or in equity,
      under the common law, state or federal law, or any other law, or otherwise,
      including, but not limited to, any claims that have been or might have been
      asserted as a result of the establishment or termination of the relationship
      between the Company and the Doherty Entities, hereinafter collectively referred
      to as the Doherty Claims. It is the intention of the parties hereto to effect
      a
      full and final complete release of all such Doherty Claims. It is expressly
      understood and agreed that this Termination Agreement is intended to cover,
      and
      does cover, not only all now known injuries, losses, and damages, but any future
      injuries, losses, and damages not now known or anticipated, but which may later
      develop or be discovered, including all the effects and consequences
      thereof.

    


    23.
      Attorney Fees. Each party to this Termination Agreement shall pay their own
      attorney fees with respect to the drafting, negotiation, and execution of this
      Termination Agreement. 

    


    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
      have executed this Agreement on this 30 day of March, 2006. 

    


    Witness:

    


    NUTRA
      PHARMA CORP.

    /s/ 
      Rik J Deitsch 4/1/06

    By:
      Rik J
      Deitsch

    Its:
      President

    


    DOHERTY
      & COMPANY, LLC

    /s/ 
      Michael Doherty

    By:
      Michael Doherty

    Its:
      President

     

    /s/
      Michael Doherty

    Michael
      Doherty