MARKETING, DISTRIBUTION, LICENSING
                              AND SUPPLY AGREEMENT


         This MARKETING, DISTRIBUTION, LICENSING AND SUPPLY AGREEMENT
("Agreement")  is made and  entered  into as of the 1st day of  September  1998,
("Effective  Date") by and between  Optim  Nutrition,  Inc., a Utah  corporation
("Licensee") located at 2401 South Foothill Drive, Salt Lake City, UT 84109, and
ML Industries  ("Licensor")  located at 4233 Alonzo  Avenue,  Encino,  CA 91316.
Licensor  and Licensee are  sometimes  referred to singly  herein as "Party" and
collectively as "Parties."

         WHEREAS,  Licensor has developed and owns all right, title and interest
in food bars  currently  marketed  under the name Mountain  Lift(tm) and certain
technologies related to such food bars (collectively the "Products");

         WHEREAS, Licensor desires to grant exclusive manufacturing,  marketing,
distribution  and  related  rights  to  Licensee  on the  terms  and  conditions
hereinafter set forth; and

         WHEREAS, Licensee desires to license exclusive manufacturing, marketing
and  distribution  rights  to the  Products  from  Licensor  under the terms and
conditions hereinafter set forth;

         NOW,  THEREFORE,  in  consideration of the terms and provisions of this
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is acknowledged by the execution and delivery thereof,  the
parties hereto hereby agree as follows:

1.       Definitions:  For purposes of this Agreement, the terms hereinafter set
forth shall be defined as follows:

a.  "Exclusive"  means a  covenant  on the part of  Licensor  not to make,  use,
distribute,  sell or otherwise  dispose of the  Products  and not grant  further
licenses with respect to the Products so long as this Agreement is in effect.

b. "Licensed Marks" means those trademarks,  trade names, service marks or other
designations  listed on Exhibit A hereto, by this reference  incorporated in and
made a part of this Agreement.

c. "Licensee" means Optim Nutrition,  Inc., a Utah corporation,  and any and all
of its Affiliates.

d. "Products"  means the food bars further  described and specified on Exhibit B
hereto, by this reference incorporated in and made a part hereof,  including any
enhancements  or  modifications  thereof,   whether  developed  by  Licensee  or
Licensor.

e. "Term" has the meaning set forth in Section 3, below.

<PAGE>
f. "Transition  Period" means the thirty-day  period commencing on the Effective
Date.

2.  License.  Licensee  is hereby  granted  the  Exclusive  right and license to
manufacture,  market,  distribute  and sell the Products  anywhere in the world.
Such Exclusive right is sometimes referred to herein as the License.

3.  Term.  The Term of this  Agreement  commences  with the  Effective  Date and
continues,  subject to the rights of  termination  set forth  elsewhere  in this
Agreement,  through September ___, 2008. Licensee,  at its sole discretion,  may
extend the Term of the Agreement (under the original terms of the Agreement) for
an additional five years by giving written notice to Licensor not fewer than 180
days before this Agreement would otherwise expire.

4. Grant of Option and Right of First Refusal.  Licensor  hereby grants Licensee
the  irrevocable  and exclusive  right  ("Option") to purchase a majority equity
ownership in Licensor. Such Option may be exercised at any time and from time to
time  commencing  with the date at which  aggregate  gross sales of the Products
equals or exceeds $2,000,000.  In addition,  Licensor hereby grants Licensee the
first right of refusal to acquire up to 100% of the remaining  equity  interests
in  Licensor  ("Right  of First  Refusal")  at any time  during the term of this
Agreement.

5.  Licensed  Marks.  The License  granted  under this  Agreement  includes  the
Licensee's right,  during the Term of this Agreement,  to the free and Exclusive
use of the Licensed Marks identified on the attached  Exhibit A, including,  but
not limited to the Mountain Lift(tm) name and trademark, for the sole purpose of
promoting, marketing, manufacturing, distributing and selling the Products.

6. Fees. In consideration of the grant of the License, Option and Right of First
Refusal,  Licensee  shall pay Licensor  500,000 shares of the Series F Preferred
Stock  of  Licensee's  parent,  Biomune  Systems,  Inc.,  a  Nevada  corporation
("Biomune") and a royalty of 7% of net sales of the Products.  The obligation to
pay the  royalty  will  commence on the 30th day  following  the last day of the
Transition  Period. The royalty may be paid in cash, shares of Biomune Common or
Preferred Stock or a combination of stock and cash, as the Parties may hereafter
from time to time agree.

7. Other Assets. In addition to the other rights granted Licensee hereunder, the
Licensor shall give Licensee  unrestricted  access and use of Licensor's  entire
proprietary database for the purpose of promoting,  marketing,  distributing and
selling the Products  during the Term of this Agreement.  In addition,  Licensor
hereby grants  Licensee the  unrestricted  and Exclusive  right to use,  modify,
update and maintain the world wide web domain name  www.mountainlift.com for the
purpose of marketing, distributing, promoting and selling the Products. Licensor
also grants  Licensee the  unrestricted  and Exclusive  right to use of the toll
free number 800-865-3134,  as well as any and all collateral material,  existing
software files and documentation for logos, advertisements and packaging for the
Products.  Licensor  will promptly  deliver  control of these assets to Licensee
during the Transition Period.
<PAGE>

8. Assignment of Certain Assets and Assumption of Certain Liabilities.  Licensor
hereby  assigns,  transfers and conveys to Licensee all of Licensor's  rights in
and to  inventory  and  accounts  receivable  relating to the Products as of the
Effective  Date. In  consideration  of such  assignment  and transfer,  Licensee
agrees to assume  Licensor's  accounts  payable and  amounts  owing on a line of
credit  with  a  bank,   guaranteed  by  Steve  Sherlin   ("Sherlin")   totaling
approximately  $225,000,  all as of the Effective Date; provided,  however, that
the  aggregate  amount of all such  liabilities  assumed by  Licensee  shall not
exceed the value of the accounts  receivable and inventory assigned and conveyed
to Licensee under this Section.

9.  Consulting  Agreement.  Licensee  hereby  agrees  to  engage  Sherlin  as  a
consultant  to  Licensee  for a period of three  years  from the last day of the
Transition  Period  and  continuing  so long as  Sherlin  continues  to  provide
services to the satisfaction of Licensee  ("Consulting  Term").  Commencing with
the  last day of the  Transition  Period  and so long as  Sherlin  continues  to
provide services to the satisfaction of Licensee, Licensee will pay a consulting
fee of  $120,000  per year  ($10,000  per  month)  which will be  reviewed  on a
semi-annual  basis. In addition,  so long as the services of Sherlin continue to
the  satisfaction of Licensee,  Licensee will pay a $400 per month car allowance
(including auto insurance). During the Consulting Period, Licensee will also pay
Sherlin  a bonus  equal  to 2% of  gross  sales of the  Products,  provided  the
Licensee realizes profits from sales of the Products of 3% or more after payment
of the  consulting  fee and other  benefits  described  herein  and the bonus to
Sherlin.  The  Consulting  Term may be extended from year to year  following the
initial  three-year  term if the  Parties  and  Sherlin  mutually  agree to such
extension.


10. Sales Material and Literature.  Licensor agrees to furnish to Licensee, free
of charge, all printed material published or distributed by Licensor relating to
the Products.  Licensee may at its discretion  translate such sales material and
literature and generate its own sales  material and  literature  relating to the
Products.

11.  Ownership  Warranty.  Licensor  represents  and  warrants  that  it has all
necessary rights in and to all copyrights,  patents and other proprietary rights
associated  with the  Products  that are  necessary  to market,  distribute  and
license the Products. Licensor has the unrestricted right and authority to enter
into this Agreement and to grant the rights and licenses  hereunder with respect
to the Products.  The rights granted Licensee  hereunder do not infringe upon or
violate the rights of any third party.

12.  Copyrights or Patents.  Licensor  agrees to defend at its expense any suits
against  Licensee or its  affiliates  or  customers  based upon a claim that any
Product sold under this Agreement  infringes any copyright or patent  registered
under any copyright or patent law. If a claim arises that any Product sold under
this Agreement infringes any patent,  copyright,  or design registered under any
jurisdiction,  Licensee  shall  immediately  upon  receiving  notice of any such
claim,  notify  Licensor  of such  claim and render  any and all  assistance  as
Licensor  may  reasonably  request for the purpose of  defending,  settling,  or
compromising  any such claim.  Licensor  shall be permitted  to defend,  settle,
compromise,  or otherwise  respond to any such claim in whatever manner,  in its
discretion, it sees fit and shall have complete charge of such a claim. Licensor
shall not agree to any  settlement or compromise  under which  Licensee shall be
liable  to pay any such of money or do or  refrain  from  doing  any  other  act
without  the consent in writing of  Licensee.  Licensee  shall not,  without the
written  consent of Licensor,  admit any  liability on any claim or agree to any
settlement or compromise or agree to pay any sum of money.
<PAGE>

13. Trademarks and Trade Names; Ownership to Remain in Licensor.  Licensor shall
remain the owner of the Licensed  Marks and Licensee  covenants that it will not
dispute or otherwise challenge Licensor's ownership thereof.

14.  Assignment.  Licensee  may not assign any rights or  obligations  hereunder
without prior written consent of Licensor.

15.  Export;   Import.   Licensee  assumes  responsibility  for  complying  with
applicable  laws and  regulations  and for obtaining  required export and import
authorizations of the Products.

16. Survival of  Representations  and Warranties and  Indemnification  for their
Breach. All  representations,  warranties and covenants of the Parties hereto as
set forth in this Agreement  shall be true as of the time of and,  together with
the agreements set forth herein,  shall survive the Effective Date. The Parties,
jointly and  severally,  agree that any Party who has  breached or breaches  any
representation warranty or covenant, shall protect,  indemnify and save harmless
any other  non-breaching  Party or Parties  from and against any and all claims,
demands,  liabilities,  demands,  damages, or causes of action of every kind and
character resulting from any breach thereof by the breaching Party.

17. Notices. All notices and requests in connection with this Agreement shall be
given in writing and may be given by  registered  or certified  mail,  telegram,
facsimile  or other  customary  means of  written  communication,  addressed  as
indicated  below or to such other  address as the party to receive the notice or
request shall designate by notice to the other party.  The effective date of any
notice or request given in connection  with this Agreement  shall be the date on
which the addressee receives it.

                  Licensor:                 ML Industries
                               4233 Alonzo Avenue
                                Encino, CA 91396
                                            Attn:  Steve Sherlin
                               FAX: (___) ___-____

                  With a copy  (in  the  event  of any  notice  of  termination,
breach, or other matters not in the ordinary conduct of business) to:

                  Licensee:                 Optim Nutrition, Inc.
                                            2401 South Foothill Blvd.
                                            Salt Lake City, Utah 84109
                                            FAX:  (801) 466-3741

                 With a copy (in the event of any notice of termination, breach,
or other matters not in the ordinary conduct of business) to:

                                            Kevin R. Pinegar, Esq.
                                            DURHAM, EVANS, JONES & PINEGAR, P.C.
                                            Suite 850 Key Bank Tower
                                            50 South Main Street
                                            Salt Lake City, Utah  84144
                                            FAX: (801) 363-1835
<PAGE>

18.  Waiver.  No  variation,  modification,  or waiver of any  provision of this
Agreement,  or  consent  to any  departure  therefrom,  shall be of any force or
effect in any event unless  confirmed in writing and signed by the parties;  and
then such variation, modification, waiver, or consent shall be effective only in
the  specific  instance,  for the  purpose  and to the  extent for which made or
given.

19.  Governing Law. This  Agreement,  including the validity and  interpretation
hereof,  and any disputes  which may arise under,  out of or in connection  with
this Agreement, shall be governed by the laws of the State of Utah.

20. Independent Contractors.  It is expressly agreed that the Parties hereto are
acting hereunder as independent contractors and under no circumstances shall any
of the  employees  of one party be  deemed  the  employees  of the other for any
purpose.  This Agreement shall not be construed as authority for either party to
act for the other party in any agency or other  capacity or to make  commitments
of any kind for the account of, or on behalf of, the other party,  except to the
extent, and for the purposes, expressly provided for and set forth herein.

21. Entire Agreement.  This Agreement  embodies the entire  understanding of the
parties as it relates to the sale and  purchase  of the  Products by the parties
and there are no other agreements or understandings between the parties relating
to the subject matter  hereof.  No amendment or  modification  of this Agreement
shall be valid or binding upon the parties  unless in writing and duly signed by
their respective authorized officers.

22. Interpretation.  Unless otherwise provided, all terms shall have the meaning
given them in the ordinary  English usage and as customarily  used. Words in any
gender shall  include both other  genders.  Whenever the context  requires,  the
singular  shall include the plural,  the plural shall include the singular,  and
the whole shall include any part thereof.

23. Invalid Provision;  Severability.  In case any one or more of the provisions
of this  Agreement  shall,  for any reason,  be held to be  invalid,  illegal or
unenforceable   in  any  respect,   such  invalid,   illegal  or   unenforceable
provision(s)  shall be curtailed,  limited,  construed or eliminated only to the
extent necessary to remove such invalidity,  illegality or unenforceability with
respect  to the  applicable  law as it  shall  then be  applied,  and the  other
provisions of this Agreement shall not be affected thereby.

24. Headings. The section and other headings contained in this Agreement are for
purposes of reference only and shall not limit,  expand, or otherwise affect the
construction of any of the provisions of this Agreement.
<PAGE>

25.  Authorized  Execution.  The  individuals  signing below each  represent and
warrant (i) that they are authorized to execute this Agreement for and on behalf
of the party for whom they are  signing,  (ii) that such party shall be bound in
all respects hereby, and (iii) that such execution presents no conflict with any
other agreement of such party.  This Agreement shall not be effective unless and
until it has been duly executed by an authorized representative of each Party.

26.  Facsimile  Signatures.  The parties hereto agree that  transmission  to the
other party of this Agreement with its facsimile signatures shall bind the party
transmitting  this  Agreement by facsimile in the same manner as if such party's
original  signature had been  delivered.  Without  limiting the foregoing,  each
party who transmits  this Agreement  with its facsimile  signature  covenants to
deliver the original thereof to the other party as soon as possible thereafter.

27. Default and Termination.  If either Party defaults or otherwise breaches any
provisions  of this  Agreement,  and fails to cure such default or breach within
thirty (30) days after a written demand for  performance by the other Party,  or
if either  Party  suspends  business or commits and act  amounting to a business
failure, the other Party may, at its option, declare such Party to be in default
and at any time thereafter the non-defaulting  Party may exercise one or more of
the following remedies, as it shall elect:

a) Terminate this Agreement by written notice; and/or

b) Proceed by appropriate  court action,  either at law or in equity, to enforce
performance by the other Party of this  Agreement or to recover  damages for the
breach thereof.

28. Force Majeure.  The failure of any Party hereunder to perform any obligation
otherwise due as a result of governmental  action, law, order or regulation,  or
as a result of war,  act of public  enemy,  strike or other  labor  disturbance,
fire,  flood,  act of God or other  causes of like kind  beyond  the  reasonable
control of such Party,  shall be excused for so long as said cause exists to the
extent such failure is caused by such an event.

DATED THIS 1st day of September 1998.

MOUNTAIN LIFT INDUSTRIES                              OPTIM NUTRITION, INC.


By: [signature illegible]                              By: /s/ Randy Olshen
                                              ----------------------------------
Title: President                                        Title: President