EXHIBIT 10.117

                  MARKETING AND CONSULTING SERVICES AGREEMENT

     THIS MARKETING AND CONSULTING  AGREEMENT  (the  "Agreement")  is made as of
August 14, 1999,  effective April 1, 1999, by and between  Harrogate  Marketing,
L.L.C.   ("Harrogate")   and  Biomune  Systems,   Inc.,  a  Nevada   corporation
("Biomune").


                                R E C I T A L S :

     A. WHEREAS,  Harrogate and Biomune  entered into a Marketing and Consulting
Services  Agreement  dated  September  1, 1998 and Amended on December  10, 1998
("Services Agreements");

     B.  WHEREAS,  Biomune  desires to make certain  changes to the terms of the
Services  Agreements as follows:  increase the time period to purchase Harrogate
and decrease the commission structure from 45% to 10%;

     C. WHEREAS,  Harrogate  desires to make certain changes to the terms of the
Services Agreements as follows: further define the purchase price for Harrogate.

     D. WHEREAS, Harrogate desires to payoff its debts to Biomune.

     NOW, THEREFORE,  in consideration of the mutual promises,  representations,
warranties,  covenants and conditions set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowleged, the Parties agree as follows:

         1. Termination of all Previous Agreements. It is contemplated that this
Agreement replaces all previous Marketing and Consulting Agreements entered into
between Biomune and Harrogate.  That all compensation and services  rendered are
settled  and that there is no further  amounts  owed to either  party  except as
outlined in this Agreement.

         2.  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 the sale of nutraceutical products,  subject to termination
as provided in Paragraph 10, below.

         3. 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.



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                  (b)  Harrogate  has a sales  force and  agrees to  maintain  a
sufficient sales force to market all of Biomune's products.

                  (c)  Harrogate   agrees  to  pay  for  all   advertising   and
promotional expenses associated with the sale of the Biomune products.

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

                           (i)  identifying vitamin and nutritional supplement
formulations for marketing by Biomune through its subsidiary Optim Nutrition,
Inc. (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 preparartion,  design, content, style and production of all literature,
brochures, manuals, labels and other documentation relating to the Products;

                           (iv)  monitoring and advising  Biomune  concerning al
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.

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

         4.  Compensation.



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                  (a) Fees.  From April 1, 1999 through  December  31, 1999,  as
compemsation  for all Services  rendered under this Agreement,  Biomune will pay
Harrogate a fee in an amount equal to ten percent  (10%) of gross  revenues from
the sale of the  Products.  After  December 31, 1999,  as  compensation  for all
Services  rendered under this Agreement,  Biomune will pay Harrogate a fee in an
amount equal to forty-five  percent (45%) of gross revenues from the sale of the
Products.  (Collectively  this  compensation  is referred  to as the  "Marketing
Fee").  At its sole  discretion and option,  Biomune may pay part or all of such
fee in shares of its common stock that is freely tradeable.

                  (b) Additional Consideration.  As additional consideration for
the Services to be provided by Harrogate under this Agreement, Biomune grants to
Harrogate the right to receive any  consideration  owed to it in common stock of
Biomune at a price equal to the fair market value.

                  (c) Timing.  Biomune will pay the Marketing Fee monthly, based
on the sales reults 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.

         5. Payment of Debt.  As of September 30, 1999,  Harrogate  owed Biomune
$1,586,593.  This debt will be paid in full by Harrogate  paying Biomune 353,000
shares of Bioxide common stock.

         6.  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
theProducts  during the term hereof.  In consideration of the grant of exclusive
rights to market  the  Products,  Harrogate  hereby  grants  to  Biomune,  after
December 31, 1999, the irrevocable  right during the period of this agreement to
acquire 100% of Harrogate in exchange for a purchase price  determined by taking
the last three months of gross Product  sales,  multiplying it by four to get an
annualized  gross Product sales number,  then  multiplying  that by two times to
arrive at total purchase price.  For example,  if the last three months totalled
$1,000,000,  then you  would  multiply  that by four to come up with  annualized
sales which would be $4,000,000. You would then multiply annualized sales by two
and come up with the $8,000,000 purchase price.

         7.  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;


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

                           (iv) released for disclosure by the dislcosing  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 al 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 ay  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.

         8. 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 attorney's 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.



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         9. 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) Preexisitng  Works. In the event that something  Harrogate
writes or develops while  perfomring 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  preexisitng  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.


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         10.  Termination.

                  (a) By Either Party After June 30, 2005.  After June 30, 2005,
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 reciept 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  Paragraphs  7, 8, and 9 could  irreparably  injure  Biomune and Harrogate
could not remedy the damage caused  Biomune simply by paying Biomune some amount
of money.

                  (d) Certain  Rights of  Harrogate.  If Biomune  breaches  this
Agreement,  Harrogate  may (in  addition  to all of its  other  rights)  require
Biomune to transfer  over to  Harrogate  all of its rights and  interests to the
Products being sold by Harrogate,  except that Biomune would be entitled to a 5%
royalty fee on all gross sales of the Products.  Biomune  acknowledges  that its
breach (or threatened  breach) of Paragraph 4 could irreparably injure Harrogate
and  Biomune  could not  remedy  the damage  caused  Harrogate  simply by paying
Harrogate some amount of money.

                  (e)  Limitation  of  Damages.   Other  than  for  breaches  of
Harrogate's  obligations under Paragraphs 7, 8, and 9, and Biomune's obligations
under  Paragraph 4, 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.

                  (f)  Termination  of  Obligations.  Upon  termination  of this
Agreement, all obligations of Biomune to pay Harrogate the compensation provided
for in Paragraph 4 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.

         11. Dispute Resolution.  Any disput 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.


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         12.  Non-competition.  It is acknowledged  and agreed by Harrogate that
the limitations  imposed by Paragraphs 7 and 9 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.

         13.  Miscellaneous.

                  (a)  Harrogate  will  continue to be bound by all  obligations
described in Paragraphs 7, 8, and 9 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   supercedes  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  persoanl  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 or personal  injury,  death,  and  property
damages  resulting  from any act or  omission  by Biomune  (including  Biomune's
agents, employees, or subcotractors) 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.



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                  (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 unenforceability
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.  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 on the following page]


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ACKNOWLEDGED AND AGREED, this 13th day of August 1999.


BIOMUNE SYSTEMS, INC.


By: Michael G. Acton

Its: President and CEO


HARROGATE MARKETING L.L.C.


By: David G. Derrick

Its: Managing Member