AMENDED AND RESTATED
          MARKETING AND CONSULTING SERVICES AGREEMENT

    This Amended and Restated  Marketing and  Consulting  (the  "Agreement")  is
amended as of December  10, 1998,  by and between  Harrogate  Marketing,  L.L.C.
("Harrogate") and Biomune Systems,  Inc., a Nevada  corporation  ("Biomune") who
hereby mutually agree as follows:

    1. Term. The term of this Agreement will begin on the date this Agreement is
    executed  by all  parties  hereto  and  continue  until such time as Biomune
    discontinues  all of the Products  (defined in Section 2, below)  reasonably
    contemplated  by this  Agreement,  subject to  termination  as  provided  in
    Section 8, below.

    2.  Services.  Harrogate agrees to perform the following services in a
    professional manner and in accordance with applicable industry
    standards.

             (a) This  Agreement  contemplates  the  personal  services of Randy
         Olshen and  should Mr.  Olshen  fail or become  unable to perform  such
         services personally,  then such failure will be deemed a breach of this
         Agreement  and Biomune may  terminate  the  Agreement.  Mr. Olshen will
         serve as the President of Biomune's Optim  Nutrition,  Inc.  subsidiary
         ("Optim").

             (b) For  purposes  of this  Agreement,  the term  "Services"  shall
         include the following:

                       (i)  identifying   vitamin  and  nutritional   supplement
              formulations  for marketing by Biomune  through Optim,  including,
              but not limited to the NiteBite  medical food bar and the Mountain
              Lift food bars (collectively the "Products");

                       (ii) assisting and advising Biomune in negotiations  with
              vendors  as  to   product   formulation,   manufacture,   pricing,
              packaging, delivery schedules, and all aspects of the Products;

                       (iii)  assisting and advising  Biomune in connection with
              the  preparation,  design,  content,  style and  production of all
              literature,  brochures,  manuals,  labels and other  documentation
              relating to the Products;

                       (iv)  monitoring  and  advising  Biomune  concerning  all
              regulatory approvals, permits and issues relating to the Products,
              including appropriate labeling, packaging and instructions;

                       (v) assisting  and advising in  connection  with customer
              support and training in the use of the Products;

                       (vi)  formulating  point-of-sale  displays and  marketing
              literature and assisting in the creating of an over-all  marketing
              strategy for the Products;

                       (vii)  attending  trade shows,  marketing  seminars,  and
              similar events as directed by Biomune;

                       (viii) assisting in customer and distributor training and
              promotion of Products;

                       (ix)   monitoring  and  advising   Biomune   relative  to
              competitive issues pertinent to the Products.

             (c)  Notwithstanding  the  definition  of Services,  any demands of
         Harrogate  by Biomune will be  reasonable  in terms of volume of sales,
         prior notice and availability.

    3.  Compensation.

             (a) Fees. So long as this  Agreement is in force,  as  compensation
         for all  Services  rendered  under  this  Agreement,  Biomune  will pay
         Harrogate a fee (the "Marketing  Fee") in an amount equal to forty-five
         percent (45%) of gross  revenues from the sale of the Products.  At its
         sole discretion and option,  Biomune may pay part or all of such fee in
         shares of its common stock;  provided,  that if it elects to do so, the
         shares  shall be valued at the fair market value of the common stock as
         of the date of this Agreement ($0.20 per share).

             (b) Expenses.  Harrogate  will finance its own  operations and will
         not be  reimbursed  by Biomune for any expenses  incurred in connection
         with the performance of Services under this  Agreement.  Harrogate will
         not receive or accept any payment or  consideration of any kind from or
         on behalf of any Biomune vendor, or such vendor's officers,  directors,
         employees,  subsidiaries, or related parties. Harrogate will assume and
         pay from its funds all expenses (including,  without limitation,  legal
         fees and costs)  associated  with the defense of the Sterlin and Furtek
         litigation  proceedings or will reimburse Biomune for any such expenses
         paid by Biomune.  If and to the extent  that  Biomune  provides  office
         space,  insurance,   accounting  or  bookkeeping  services  or  similar
         services to Harrogate, Harrogate will reimburse or pay such expenses as
         invoiced by  Biomune.  Biomune  may, at its option,  offset any amounts
         owing under this Section 3(b) against the payment of fees under Section
         3(a), above.

             (c) Additional  Consideration.  As additional consideration for the
         Services to be  provided by  Harrogate  under this  Agreement,  Biomune
         grants to Harrogate an options to purchase a total of 3,080,000  shares
         of Biomune Common Stock at a price of $0.20 per share. It is understood
         and  agreed  that of this  amount,  Olshen  will  receive  an option to
         acquire 80,000 shares of Common Stock.  The options  granted under this
         section  3(c) will vest and  become  exercisable  only as the  exercise
         thereof  would not cause the holder,  assuming  exercise in full, to be
         the  beneficial  owner of more than 5% of the  issued  and  outstanding
         Common Stock of Biomune.  The options may be assigned or transferred to
         employees,  consultants  and other  affiliates  of Harrogate or persons
         providing services to Harrogate in furtherance of its duties under this
         Agreement.

             (d)  commission  of 10% of the  value of  certain  sales  contracts
         payable  in cash or  stock  or a  combination  thereof  at the  time of
         execution of such sales contracts.

             (e) Timing.  Biomune will pay the Marketing  Fee monthly,  based on
         the sales results of the previous month. Payment will be made within 15
         days of the last  day of each  month  and  shall  be  accompanied  by a
         detailed  accounting  of all  sales  for such  month,  including  where
         practical,   year-to-date   information   showing  buyer  and  quantity
         purchased.

    4.  Confidential Information.

             (a)  Proprietary  and  Confidential  Information.  As  used in this
         Agreement,  "Proprietary and Confidential  Information" will mean data,
         techniques, technical information,  know-how, equipment specifications,
         or  other   information   specifically   designated  as   "Confidential
         Information"  during the term of this  Agreement.  Notwithstanding  any
         other  provision  of  this  Agreement,   Proprietary  and  Confidential
         Information will not include any information that is:

                       (i)  independently developed by the receiving party;

                       (ii)  becomes  or is  already  available  to the  general
              public without breach of this Agreement;

                       (iii)  rightfully  received by the receiving party from a
              third party without obligation of confidence; or

                       (iv) released for disclosure by the disclosing party with
              its written consent.

             (b)  Unilateral  Transfer.  Biomune  does not desire to receive any
         proprietary  or  confidential  information  of  Harrogate  or any third
         party.  Harrogate warrants and represents that none of the information,
         Services,   or  results   thereof  shall  contain  any  proprietary  or
         confidential information of Harrogate or any third party.

             (c)  Confidentiality  Obligation.  Harrogate agrees to use the same
         care and discretion to avoid  disclosure,  publication or dissemination
         of the received Proprietary and Confidential  Information as it employs
         for similar  information of its own that it does not desire to publish,
         disclose or disseminate, except to those employees or subcontractors of
         Harrogate  who  have  signed  an  agreement   for   protection  of  the
         information  and who have a need to know for purposes of achieving  the
         purposes of this Agreement.

             (d)  Return.  Within  thirty  (30) days after  termination  of this
         Agreement,  Harrogate  agrees to return or destroy  all  documents  and
         tangible  items  in  its  possession  that  contain  any  part  of  the
         Confidential Information received by Harrogate or provide a certificate
         of destruction if the information is destroyed.

             (e) Limitations. This Agreement will not be interpreted to restrict
         either  party  from  using,   disclosing  or   disseminating   its  own
         Confidential  Information in any way.  Except as otherwise  provided in
         this  Agreement,  this Agreement  will in no way preclude  either party
         from competing with the other or from independently developing,  having
         developed,  acquiring or marketing any other  material,  products,  and
         services.

    5. Representations. Harrogate represents and warrants as follows:

             (a) that it is able to perform  the  Services  and that it does not
         have any  understanding  or agreement with anyone else which  restricts
         its ability to perform such services;

             (b) that any Services it provides and  information  or materials it
         develops  for or discloses to Biomune will not in any way be based upon
         confidential or proprietary  information  derived from any source other
         than Biomune, unless Harrogate is specifically authorized in writing by
         such source to use such proprietary information; and

             (c) that if Biomune  incurs any liability or expense as a result of
         any valid claim that any of the above warranties is not true, Harrogate
         will indemnify  Biomune and hold it harmless against all such liability
         or expense, including reasonable attorneys' fees, provided that Biomune
         notifies  Harrogate  of the  claim and  cooperates  with  Harrogate  in
         defending  against the claim.  Harrogate will notify Biomune if it ever
         becomes aware of any such claim.

    6. Work for Hire.  Everything  Harrogate (including its employees) writes or
    develops for Biomune or any  copyrightable  work  created for Biomune  while
    performing  the  Services,  provided  that such  writing or  development  is
    contemplated by the Project,  shall be works made for hire and therefore the
    property of Biomune. In addition,  Harrogate agrees to assign to Biomune all
    right,  title and  interest in any  invention,  patentable  or not,  made or
    conceived solely or jointly during the course of performing the Services and
    related to or contemplated by the Project.  Harrogate will promptly disclose
    any such invention to Biomune and will, upon request,  execute an assignment
    to Biomune of any patent,  trade secret or other  proprietary right and will
    do  anything  else  reasonably  necessary  to enable  Biomune to perfect its
    rights  therein.  Harrogate  will not license or grant any right to Products
    developed  under the  Project  to any other  entity  during the term of this
    Agreement  and it is  acknowledged  that the  rights of  Biomune  under this
    Agreement are exclusive worldwide.

             (a) Preexisting Works. In the event that something Harrogate writes
         or develops while performing the Services constitutes a derivative work
         of any preexisting  work,  Harrogate shall provide Biomune with written
         notification that indicates:

                       (i)  the nature of such preexisting work;

                       (ii) its owner;

                       (iii) any  restrictions  or royalty  terms  applicable to
              Harrogate's use of such preexisting work or Biomune's exploitation
              of the deliverable as a derivative work; and

                       (iv) the source of  Harrogate's  authority  to employ the
              preexisting  work in the  preparation of any material  required by
              the Project Assignment.

                  Before  initiating  the  preparation of any material that is a
         derivative work of a preexisting  work,  Harrogate shall cause Biomune,
         its  successor,  and  assignees,  to have and  obtain  an  irrevocable,
         nonexclusive,  worldwide,  royalty-free  right and  license to use such
         derivative work(s) for any purpose whatsoever.

         In the  event  that  Harrogate  fails to comply  with this  provision,
         Harrogate  shall grant and hereby grants to Biomune on behalf of itself
         as well as each third party who has a color of title to the  derivative
         work(s)  and such  preexisting  works as may be  incorporated  into the
         derivative   work(s)   an   irrevocable,    nonexclusive,    worldwide,
         royalty-free  right and  license  to use such  derivative  work(s)  and
         preexisting materials for any purpose whatsoever.

             (b) Patent License.  From any Services  performed for Biomune under
         this Agreement, Harrogate hereby grants to Biomune, its successors, and
         assignees, the royalty-free,  worldwide, nonexclusive right and license
         under any patents developed for or owned by Harrogate,  or with respect
         to which  Harrogate has a right to grant such rights and  licenses,  to
         the extent  required by Biomune to exploit the  materials  and exercise
         its full rights in the same, including the right to make, use, and sell
         products  and  services  based  on  or  incorporating   such  materials
         developed  under this Agreement or in connection  with the  Harrogate's
         Services hereunder.

    7.  Exclusivity;  Right to  Purchase.  The  grant  of  marketing  rights  to
    Harrogate  hereunder is exclusive and Biomune agrees it will not appoint any
    other party to  represent  the Products  during the term of this  Agreement.
    Harrogate agrees to diligently provide the Services and promote sales of the
    Products during the term hereof.  In consideration of the grant of exclusive
    rights to market  the  Products,  Harrogate  hereby  grants to  Biomune  the
    irrevocable  right to acquire  100% of the equity  interests of Harrogate in
    exchange  for  $1,000,000  at any time so long as this  Agreement is in full
    force and effect.

    8.  Termination.

             (a) By Either Party After  September 30, 1999.  After September 30,
         1999,  either party may terminate  this Agreement at any time following
         thirty (30) days written notice to the other party.

             (b) By Either  Party in the Event of Breach  and  Failure  to Cure.
         This  Agreement  may be  terminated  by either party at any time in the
         event that the other party has not performed a material covenant or has
         otherwise  breached any material term of this Agreement upon receipt of
         written notice thereof if the  nonperformance or breach is incapable of
         cure, or upon the expiration of 30 days after receipt of written notice
         thereof if the  nonperformance or breach is capable of cure and has not
         been cured or significant steps have not been undertaken to effect such
         cure.

             (c)  Certain  Rights  of  Biomune.   If  Harrogate   breaches  this
         Agreement, Biomune may (in addition to all of its other rights) require
         Harrogate  to give it all work in progress in exchange  for  reasonable
         compensation  based on the percentage of the work completed.  Harrogate
         acknowledges  that its  breach  (or  threatened  breach)  of any of its
         obligations under Sections 4, 5, or 6 could irreparably  injure Biomune
         and  Harrogate  could not remedy the damage  caused  Biomune  simply by
         paying Biomune some amount of money.

             (d)  Limitation of Damages.  OTHER THAN FOR BREACHES OF HARROGATE'S
         OBLIGATIONS UNDER SECTIONS 4, 5, OR 6, IN NO EVENT WILL EITHER PARTY BE
         LIABLE  TO THE  OTHER  FOR ANY  CONSEQUENTIAL,  INCIDENTAL  OR  SPECIAL
         DAMAGES  ARISING OUT OF ANY DEFAULT  UNDER THIS  AGREEMENT,  WHETHER IN
         CONTRACT OR TORT.

             (e) Termination of Obligations. Upon termination of this Agreement,
         all obligations of Biomune to pay Harrogate the  compensation  provided
         for in Section 3 will cease.  Termination  of this  Agreement  will not
         under any  circumstances  prevent or hinder  Biomune from  pursuing the
         sale or marketing of the Products  through  third  parties or otherwise
         following such termination.

    9.  Dispute  Resolution.  Any dispute  arising  under this  Agreement or its
    interpretation  will be resolved by arbitration in accordance with the rules
    of the American Arbitration Association. Arbitration will occur in Salt Lake
    City, Utah, with each party selecting one arbitrator and the two arbitrators
    so selected choosing a third arbitrator.  A decision of the majority of such
    panel will be binding  upon the parties and may be enforced in the courts of
    the state of Utah in accordance with local law.

    10.  Non-competition.  It is  acknowledged  and agreed by Harrogate that the
    limitations  imposed  by  Section  4 and  Section  6 of this  Agreement  are
    intended to prohibit and prevent  Harrogate  from  competing in any way with
    Biomune. Therefore, except as expressly permitted hereunder,  Harrogate will
    not,  directly or indirectly,  compete with Biomune as to the Project or the
    Products during the term of this Agreement.

    11. Miscellaneous.

             (a)  Harrogate  will  continue  to  be  bound  by  all  obligations
         described  in  Sections  4, 5, 6 and 10 after the  termination  of this
         Agreement for whatever reason.

             (b) The  laws of the  state  of Utah  will  govern  this  Agreement
         (without  regard to its laws  governing  conflicts of law). The parties
         consent  to the  exclusive  jurisdiction  and  venue of Utah  state and
         federal courts in any action arising out of this Agreement.

             (c) This Agreement  constitutes the entire agreement of the parties
         regarding  the  subject   matter  hereof  and   supersedes   all  prior
         representations,  proposals,  discussions, and communications,  whether
         oral or in writing.  This Agreement may be modified only in writing and
         shall be  enforceable  in accordance  with its terms when signed by the
         party sought to be bound.

             (d) Harrogate  will  indemnify  and hold Biomune  harmless from all
         loss and liability on account of claims of personal injury,  death, and
         property  damages  resulting  from  any act or  omission  by  Harrogate
         (including  Harrogate's  agents,  employees,  or subcontractors) in the
         course of performing  this  Agreement.  Biomune will indemnify and hold
         Harrogate  harmless from all loss and liability on account of claims of
         personal injury,  death, and property damages resulting from any act or
         omission  by  Biomune  (including  Biomune's  agents,   employees,   or
         subcontractors) in the course of performing this Agreement.

             (e)  Harrogate  agrees  that it will not  recommend  to Biomune any
         manufacturer of products unless said  manufacturer will name Biomune as
         an  additional  insured  on a  product  liability  policy  of at  least
         $1,000,000  relating to the Products and agrees to provide Biomune with
         copies of such policies and proof of insurance upon request.

             (f) Neither this  Agreement nor any of the rights or obligations of
         Harrogate  arising under this  Agreement may be assigned or transferred
         without  Biomune's  prior written  consent.  This  Agreement is for the
         benefit of Biomune's  successors and assignees,  and will be binding on
         Harrogate's heirs and legal representatives.

             (g)  If  either  party  cannot   perform  any  of  its   respective
         obligations   because  something  has  happened  which  is  beyond  its
         reasonable control, then the non-performing party will notify the other
         party, take reasonable steps to resume  performance as soon as possible
         and not be considered in breach during the period performance is beyond
         the party's reasonable control.

             (h) In the event that any term or provision of this  Agreement will
         be deemed by a court of  competent  jurisdiction  to be overly broad in
         scope,  duration or area of  applicability,  the court  considering the
         same will have the power and is hereby authorized and directed to limit
         such scope, duration or area of applicability,  or all of them, so that
         such term or  provision  is no longer  overly  broad and to enforce the
         same as so limited. Subject to the foregoing sentence, in the event any
         provision of this Agreement will be held to be invalid or unenforceable
         for any reason, such invalidity or  un-enforceability  will attach only
         to  such   provision   and  will  not  affect  or  render   invalid  or
         unenforceable any other provision of this Agreement.

             (i)  Either  party's  waiver  of a default  by the  other  does not
         constitute a waiver of future or other defaults.

             (j) Harrogate is performing  services for Biomune as an independent
         contractor,  and the  parties  are not  partners  or  joint  venturers.
         Neither  party may bind the other to any  agreement  with anyone  else.
         Harrogate  shall not  represent  that  Harrogate is or ever has been an
         employee of Biomune.  It is  acknowledged  that Harrogate is owned by a
         former  executive  officer  and  director of Biomune and by the present
         manager  of  a  majority  owned  subsidiary  of  Biomune.  The  parties
         acknowledge the conflict  inherent in such  relationships and waive any
         claim  of  conflict  of  interest  that may  arise as a result  of this
         business  transaction.  The parties believe the terms of this Agreement
         are fair to all parties and were  negotiated at arms'  length.  Counsel
         for Biomune  participated  in the preparation of this Agreement and has
         advised each party that it should consider  seeking  independent  legal
         counsel in connection with this transaction.  To the extent the parties
         have not sought the advice of  independent  legal  counsel,  they waive
         such right.

             (k)  Harrogate  will be solely  responsible  for and must  maintain
         adequate  records of  expenses  incurred  in the  course of  performing
         services under this Agreement. No part of Harrogate's compensation will
         be subject to  withholding  by  Biomune  for the  payment of any social
         security,  federal,  state or any other employee payroll taxes. Biomune
         will  regularly  report  amounts  paid  to  Harrogate  by  filing  Form
         1099-MISC with the Internal Revenue Service as required by law.

             (l) Each provision of this Agreement has been subject to the mutual
         consultation,  negotiation  and  agreement of Biomune and Harrogate and
         shall not be construed for or against either party.



[SIGNATURES ARE ON THE FOLLOWING PAGE.]

<PAGE>



ACKNOWLEDGED AND AGREED,  this 31 day of December 1998,  effective  December 10,
1998.

Biomune Systems, Inc.


By: /s/ Michael G. Acton
   ------------------------
Its: President/CEO
Date: December 31, 1998

Harrogate Marketing, L.L.C.

By: /s/ David G. Derrick
    -----------------------
Its: Manager
Date: December 31, 1998