This form of  Manufacturing  Agreement  is used by the  Company in the  ordinary
course of  business  with  several  customers,  including  Breath  Asure,  Inc.,
Ranir/DCP, Inc., Heritage Consumer Products, and Herbalife International, Inc.
<PAGE>
                             MANUFACTURING AGREEMENT


EFFECTIVE DATE:
                -------------------------------

PARTIES:                     , a                 corporation  ("CUSTOMER")
         --------------------    ---------------
            Address:
                     ---------------------------

                     ---------------------------

                   GUM TECH INTERNATIONAL, INC., a Utah corporation ("GUM TECH")
                           Address:  246 East Watkins Street
                                     Phoenix, Arizona 85004

RECITALS:

     A. Gum Tech manufactures and packages specialty gums and other products for
others for their sale and distribution.

     B.  Customer  desires  to have Gum Tech  manufacture  and  package  certain
specialty  gum  products  upon the terms and  conditions  of this  Manufacturing
Agreement (this "AGREEMENT").

AGREEMENTS:

     In consideration  of the mutual promises  contained  herein,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1)  DEFINITIONS.  For purposes of this Agreement the following  terms shall
have the following meanings:

               a) "APPLICABLE  LAWS" means all applicable  determinations of any
governmental  authority  and  all  applicable  federal,  state  or  local  laws,
statutes,   ordinances,   rules,  regulations  and  orders,  including,  without
limitation,  the Federal Food, Drug and Cosmetic Act, 21 U.S.C.  Section 301, ET
SEQ., as amended (the "ACT").

               b) "PRODUCT" or  "PRODUCTS"  means those  products  listed on the
attached EXHIBIT A.

               c) "SKU" OR "STOCK KEEPING UNIT" means a particular configuration
of the Product  (flavor and packaging) that would normally be tracked as a stock
keeping unit by a retailer.

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               d)  "SPECIFICATIONS"  means the  specifications for the Products"
formulas,  packaging and labeling as set forth on the attached EXHIBIT B. In the
event that complete ---------  specifications are not attached to this Agreement
at the time it is executed, the parties shall thereafter mutually agree upon the
Specifications.  Either party may terminate this Agreement in the event that the
parties cannot, in good faith, agree upon the  specifications  within sixty (60)
days after the Effective Date.

     2) MANUFACTURING.

          a) Gum Tech shall manufacture and package the Products for Customer in
     accordance with the Specifications.

          b) Gum Tech may,  with the prior  written  consent of Customer,  which
     consent  shall not be  unreasonably  withheld or delayed,  subcontract  the
     manufacturing  and/or  packaging  processes to any of its  affiliates  or a
     third party.

          c) At the  request  of Gum  Tech,  Customer  shall,  at its  cost  and
     expense,  provide  Gum  Tech  with  such  technical  assistance  as  may be
     reasonably  necessary  to enable Gum Tech to  manufacture  and  package the
     Product in conformance with the Specifications.

          d) Except as otherwise set forth herein,  Gum Tech shall supply all of
     the raw materials and packaging materials for the Product.

     3)  EXCLUSIVITY.  During  the term of this  Agreement,  Customer  shall not
itself  manufacture,  or engage any other person or entity to  manufacture,  the
Product, without Gum Tech's prior written consent.

     4) CHANGE IN  SPECIFICATIONS.  Customer may change the Specifications for a
Product with at least ninety (90) days prior notice to Gum Tech,  provided  that
Customer may not change the  Specifications so substantially that the Product no
longer falls within the general  description of the Product on EXHIBIT A. If Gum
Tech has reasonable, articulable, objections to the change in Specifications, it
shall have the right to terminate  this  Agreement by written notice to Customer
within  thirty (30) days after it receives  the notice  regarding  the change in
Specifications from Customer.  In the event that GumTech does not terminate this
Agreement as provided herein, it shall implement the requested  change(s) to the
Specifications  and Customer  shall (i) reimburse  Gum Tech,  within thirty (30)
days of the date of invoice, for the cost of any packaging materials or finished
Product in inventory that is rendered  obsolete  because of the  change(s);  and
(ii)  pay any  increase  in the cost of  production  of the  Product  due to the
change(s), as provided in SECTION 8.(C) below.

     5)  ADVERTISING/PACKAGING  DESIGN.  Advertising  and sales  promotion  copy
associated  with the  marketing,  sale or  distribution  of the Product  will be
prepared by Customer and be the sole responsibility of Customer and shall comply

                                       2
<PAGE>
with all Applicable  Laws.  Customer shall likewise be responsible for and shall
supply the design for all packaging  hereunder in a digital format.  All design,
artwork, print plates and film costs shall be borne by Customer.  Customer shall
be responsible  for reviewing and approving  final proofs or films for packaging
prior to printing. Gum Tech shall NOT be responsible for press checks.

     6) TERM.  This  Agreement  shall be  effective on the  Effective  Date and,
unless sooner  terminated  pursuant to the terms hereof,  shall continue through
the  ____   anniversary  date  of  the  Effective  Date.  The  Agreement  shall,
thereafter,  be  automatically  renewed for  consecutive  one (1) year  periods,
provided  that Customer has met the minimum  annual  purchase  requirements  set
forth on  EXHIBIT D,  unless  either  party at least  sixty (60) days prior to a
renewal date,  notifies the other party in writing that such party elects not to
renew the Agreement.

     7) FORECAST; PURCHASE ORDERS; SHIPMENT.

          a) FORECAST.  Upon the execution of this  Agreement,  Customer and Gum
Tech shall work together to develop a written,  ninety (90)-day  forecast of the
requirements  for the  Products  to be  manufactured  and  packaged  by Gum Tech
hereunder (the "FORECAST").  Customer and Gum Tech shall work together to update
the Forecast every thirty (30) days during the Term.

          b)  PURCHASE  ORDERS.  Purchase  orders  for the  Product  shall be in
writing  and  shall  specify  the  particular  Product  to be  manufactured  and
packaged,  the quantity of said Product and the date upon which Customer desires
to have the Product ready for delivery  (the  "REQUESTED  DELIVERY  DATE") which
shall be at least  thirty  (30)  days  after  the  date  the  Purchase  Order is
received.  All Purchase  Orders shall be subject to and be deemed to incorporate
all provisions of this Agreement and any term in any Purchase Order inconsistent
with this Agreement shall have no effect  whatsoever,  unless Gum Tech expressly
acknowledges  the  inconsistency  in writing and expressly  agrees in writing to
abide by such inconsistent  term.  Purchase Orders must be for the minimum order
quantities set forth on EXHIBIT D.

          c)  ACCEPTANCE  OR REJECTION OF PURCHASE  ORDERS.  Gum Tech shall give
prompt notice to Customer of any rejection of a purchase  order,  in whole or in
part.  Gum Tech may reject a  purchase  order in whole or in part for any of the
following  reasons:  (i) Gum  Tech  has  experienced  a Force  Majeure  Delay as
provided in SECTION  7.(F) below;  (ii)  Customer is in breach of any  provision
hereof or any provision of any other written  agreement between Customer and Gum
Tech;  (iv)  Customer  is a party to any  voluntary  or  involuntary  proceeding
seeking  liquidation,  reorganization  or other relief with respect to it or its
debts under any  bankruptcy,  insolvency or similar law or Customer is generally
failing to pay its debts when due or Customer has taken any corporate  action in
furtherance of any of the  foregoing;  or (vi) the purchase order contains terms
which are inconsistent with the terms of this Agreement or the course of dealing
between Customer and Gum Tech or are violative of any Applicable Law.

                                       3
<PAGE>
          d) TIMING.  Subject to SECTION 7.(F) below and further  subject to Gum
Tech's  timely  receipt  of  packaging  materials:  (i) to the  extent  that the
requested quantity is as was projected in the Forecast (delivered at least sixty
(60) days prior to the  placement of the purchase  order) for the relevant  time
period,  Gum Tech shall deliver the Product in accordance  with SECTION 7.(E) on
the requested  Delivery Date; but (ii) to the extent that the requested quantity
exceeds the projected quantity in the Forecast for the relevant time period, Gum
Tech shall only be required to use commercially  reasonable  efforts to complete
the order by the Requested Delivery Date.

          e) SHIPPING.  Shipping shall be FOB Phoenix, Arizona, meaning that Gum
Tech  shall,  at Gum  Tech's  shipping  location,  bear the risk and  expense of
placing the Product  ordered in the possession of an inland carrier for shipment
to  Customer,  and  thereafter:  (i) Customer  shall bear all further  risks and
transportation/  freight  costs and other  expenses;  (ii) such Product shall be
deemed  accepted by Customer,  except as otherwise set forth in this  Agreement;
and (iii) all obligations of Gum Tech hereunder with respect to the delivery and
the Product  delivered  shall  terminate and cease as to such Product except for
the  warranty  set forth in SECTION  9.(C) below or  otherwise  provided in this
paragraph.  Customer shall be responsible  for meeting all claims with carriers,
insurers, warehouses and others for mis-delivery or non- delivery, loss, damage,
delay or otherwise. The date of delivery for purposes of this Agreement shall be
the date on which the inland carrier takes possession.

          f) DELAYS.  Gum Tech shall not be liable for delays in delivery and/or
shipment of the Product if such delay  derives from  governmental  regulation or
control, riot, war, acts of God, fires, floods, droughts, storms, strikes, labor
disturbances,   lock-outs,  delays  in  transportation,   untimely  delivery  or
manufacture  of  components or materials or packaging  not  manufactured  by Gum
Tech, epidemics, civil commotions, destruction of Gum Tech's plant or plants, or
from any other cause  whatsoever,  whether or not enumerated,  beyond Gum Tech's
control (collectively, "FORCE MAJEURE DELAY"). If, in such an event, Gum Tech is
unable to make  delivery to Customer for three (3) months,  Customer  shall have
the option of canceling all orders,  including the unshipped portion of any such
orders  already  received and accepted by Gum Tech,  by giving  thirty (30) days
notice in writing thereof.

     8) PRICES; PAYMENT.

          a) PRICE. Customer will pay Gum Tech for the Product at the prices set
forth on the attached  EXHIBIT C (the  "PRICE").  The Price does not include any
sales,  transaction  privilege,  excise, value added or use or consumption taxes
imposed by any federal,  state or local taxing  authority  and the same shall be
the sole responsibility of Customer.

          b) REIMBURSABLE  EXPENSE. In addition to the Price, Customer shall pay
to Gum Tech any and all reasonable costs incurred by Gum Tech in:

                                       4
<PAGE>
               i)  Reformulating  or modifying  the Product  after the Effective
Date hereof at the request of Customer;

               ii)   Complying   with  or   responding   to  any   requirements,
recommendations  or inquiries of the United States Food and Drug  Administration
("FDA") relating to the Product, beyond normal FDA requirements;

               iii) Complying with the  requirements  of any foreign  regulatory
agency;

               iv)  Changing the tooling  with  respect to the  manufacture  and
packaging  of the  Product  to  conform  to  any  change  in the  Specifications
requested by Customer.

In no event shall Gum Tech be required to make plant modifications or to install
specialized  equipment exclusively related to the manufacturing and/or packaging
of the  Product,  unless and until Gum Tech and Customer  mutually  agree upon a
price adjustment and/or an amortization of the costs therefor.

          c) ADJUSTMENT IN PRICE.

               i) AUTHORIZED ADJUSTMENTS. The Price may be adjusted periodically
by Gum Tech to reflect any increase in the costs of raw  materials,  production,
labor and packaging or other costs  incurred by Gum Tech in connection  with the
fulfillment of the purchase orders hereunder,  plus Gum Tech's normal mark up on
the increased amount. If requested in writing,  Gum Tech shall substantiate such
increase by providing documentation to Customer.

               ii)  DUTY  TO  MINIMIZE  PRICE  INCREASES.   Gum  Tech  will  use
reasonable efforts to minimize any such increases by seeking low-cost suppliers,
with due regard to quality and reliability,  and will cooperate with Customer in
investigating  and,  where Gum Tech  deems it  appropriate,  utilizing  any such
suppliers  identified by Customer.  Gum Tech shall not be responsible  hereunder
for any delays or deficiencies  caused by a supplier utilized by Gum Tech at the
request of Customer.

               iii)  EFFECTIVE DATE OF PRICE  ADJUSTMENTS.  Any such increase in
price shall be  effective  upon thirty (30) days  written  notice to Customer of
such change.  Such change shall apply to any new orders made after the effective
date of the change.  Any orders  which were placed for  immediate  delivery  but
remain  unfilled in whole or in part at the effective  time of such change shall
be delivered at the old price.

               iv)   INCREASED   COST   DUE   TO   CHANGE   IN   SPECIFICATIONS.
Notwithstanding   anything  to  the  contrary   above,  if  any  change  to  the
Specifications  (whether to the  formula,  the  packaging  or the  labeling)  is

                                       5
<PAGE>
required by Customer  or by any  governmental  or  regulatory  agency,  and such
changes  result in increased  costs to Gum Tech,  Gum Tech shall be  immediately
entitled to increase its Price to Customer by the amount of such cost increases,
plus the normal mark up on the increased amount.

          d) Payment Terms. Payment, in lawful money of the United States, shall
be due within thirty (30) days following delivery by Gum Tech.

     9) REPRESENTATION AND WARRANTIES; REGULATORY COMPLIANCE.

          a) COMPLIANCE WITH APPLICABLE LAWS. Each party thereto  represents and
warrants that its  obligations  hereunder  shall be performed in full compliance
with all  Applicable  Laws.  Each  party  shall  cooperate  with the  other,  as
necessary, to be and remain in full compliance with Applicable Laws.

          b) PERMITS AND REGULATORY APPROVALS.  Gum Tech represents and warrants
that it has all the  necessary  permits  and  licenses  for the  manufacture  of
Product.  Customer  represents  and  warrants  that  it has  all  the  necessary
regulatory  approvals and  registrations  for the sale and  distribution  of the
Product.

          c) GUM TECH PRODUCT WARRANTY.

               i) Gum Tech represents and warrants that it shall manufacture and
package the Product in compliance  with the  Specifications  and all  Applicable
Laws and that the Product will be free from defects in Materials utilized by Gum
Tech in manufacturing the Product.

               ii) Customer  shall give  written  notice to Gum Tech of a defect
claimed  to be  within  the  scope  of this  warranty  within  five  (5) days of
Customer's discovery of the defect. The Product involved must be returned to Gum
Tech at its manufacturing  facility or other mutually  agreeable location within
five (5) business days after Customer  receives the Product from the customer or
other end-user,  at Customer's expense.  The Product must be properly preserved,
packaged and shipped to avoid damage or degradation  in transit.  Gum Tech shall
have the right to conduct tests and other investigation on the returned Product,
the results of which will be shared with Customer, in order to determine whether
it in fact suffers from a defect for which Gum Tech is responsible hereunder. In
the event that a defect is discovered that is covered by this warranty, Gum Tech
shall reimburse  Customer for the cost of shipping the Product and shall replace
the  Product  with  conforming  Product.  Gum Tech  shall not be liable  for any
consequential or incidental damages caused by any defect in the Product.  In the
event that no defect is discovered for which Gum Tech is responsible  hereunder,
Customer shall reimburse Gum Tech for the cost of testing the returned Product.

               iii)  The  warranties   provided  in  this  SECTION  9.(C),   the
obligations and  liabilities of Gum Tech hereunder,  and the rights and remedies

                                       6
<PAGE>
of Customer  hereunder ARE EXCLUSIVE AND IN SUBSTITUTION FOR AND CUSTOMER HEREBY
WAIVES ALL OTHER WARRANTIES,  GUARANTEES,  OBLIGATIONS,  LIABILITIES, RIGHTS AND
REMEDIES,  EXPRESS OR IMPLIED,  ARISING BY LAW OR OTHERWISE,  AS TO DESCRIPTION,
QUALITY, MERCHANTABILITY,  FITNESS FOR ANY PARTICULAR PURPOSE, PRODUCTIVENESS OR
ANY  OTHER  MATTER,  INCLUDING  BUT  NOT  LIMITED  TO THE  IMPLIED  WARRANTY  OF
MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OR PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE,  ANY  IMPLIED  WARRANTY  OF FITNESS OR FOR LOSS OF
USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

               iv) In the event Customer modifies, alters or changes the Product
in any way  subsequent to the purchase of the Product  without the prior written
consent  of Gum Tech,  Gum  Tech's  obligations  under  this  warranty  shall be
terminated.

          d) CUSTOMER  WARRANTIES.  Customer represents and warrants that if Gum
Tech's manufacturing and packaging processes conform to the Specifications,  the
packaging shall be in full compliance with all Applicable  Laws.  Customer shall
use reasonable  efforts to ensure, to the extent within the control of Customer,
that after delivery of the Product, the Product will not become "adulterated" or
"misbranded"  within the meaning of the Federal Food, Drug and Cosmetic Act (the
"ACT") or violate similar regulations of other countries in which the Product is
to be sold.  Customer  represents  and warrants  that all  packaging and package
labeling  complies with all  requirements of the Fair Packaging and Labeling Act
and all other Applicable Laws.

          e)  ORGANIZATION.  Each party  represents and warrants that it is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  in which it was formed and is  qualified  to do  business in every
jurisdiction  in which  the  nature of its  business  or  assets  requires  such
qualification.

          f) VALID AND BINDING  AGREEMENT.  Each party  represents  and warrants
that execution of this Agreement,  delivery of the same to the other party,  and
the performance  hereunder are duly authorized by all necessary  action and that
this  Agreement  constitutes  the valid and  binding  obligation  of the  party,
enforceable  in  accordance  with its terms,  subject as to the  enforcement  of
remedies to  applicable  insolvency,  moratorium  and other laws  affecting  the
rights of creditors generally and to judicial  limitations on the enforcement of
equitable remedies. Each party represents and warrants that it is not a party to
any contract or subject to any other legal  restrictions  that would  prevent or
restrict  complete  fulfillment  of any of the  terms  and  conditions  of  this
Agreement.

          g) ADVERTISING;  COMPLIANCE WITH LAW. Customer represents and warrants
that all  advertising,  marketing and promotional  activities in connection with
the Product comply with all Applicable Laws.

                                       7
<PAGE>
     10) COMPLIANCE WITH REGULATIONS.

          a) FACILITY INSPECTIONS.  If a designated representative of the United
States,  its territories,  the District of Columbia,  or other regulatory agency
chooses  to  inspect  any  manufacturing  facility  used  by  Gum  Tech  in  the
performance  of its  obligations  under this  Agreement,  Gum Tech shall provide
Customer with notice of the requested inspection.

          b) REGULATORY  REPORTS.  Each party shall  promptly  furnish the other
with copies of reports or other information  relating to the Product prepared by
it, or on its behalf, to be filed with the FDA or other governmental authorities
or received from the FDA or other governmental  authorities.  Any and all issues
concerning  distribution  or  advertising/promotion  of  the  Product  shall  be
addressed  and resolved by Customer.  Any and all issues  raised with respect to
the  manufacturing  of the Product  shall be  resolved  by Gum Tech.  Each shall
apprise the other in writing of all  decisions,  actions or other steps taken by
Customer to resolve any issues raised.

     11) INDEMNIFICATION.

          a)  PARTIES.  As used in this  SECTION 11, the term  "CUSTOMER  GROUP"
means Customer and its subsidiary  and affiliated  companies,  and each of their
officers,  directors,  shareholders,  employees, agents and their successors and
assigns,  and each of them and the term "GUM TECH GROUP"  means Gum Tech and its
subsidiary  and affiliated  companies,  and each of their  officers,  directors,
shareholders,  employees,  agents and their successors and assigns,  and each of
them.

          b) CUSTOMER  INDEMNITY.  Customer shall  indemnify,  defend,  and hold
harmless  Gum Tech  Group  from and  against  any  damages,  costs and  expenses
(including  reasonable  attorneys'  fees),  losses,  obligations,   liabilities,
claims, actions or causes of action sustained or suffered by Gum Tech Group as a
result of any claim by a third party  arising  from or relating to any  material
breach of any representation,  warranty,  covenant or agreement made by Customer
in this Agreement,  or in any certificate,  instrument or agreement delivered by
Customer  pursuant  hereto or thereto  or in  connection  with the  transactions
contemplated hereby or thereby, or any facts or circumstances  constituting such
breach.  This indemnity shall survive expiration or earlier  termination of this
Agreement.

          c) GUM TECH  INDEMNITY.  Gum Tech shall  indemnify,  defend,  and hold
harmless  Customer  Group as a result  of any  claim by a third  party  from and
against any damages,  costs and expenses (including reasonable attorneys' fees),
losses, obligations,  liabilities, claims, actions or causes of action sustained
or suffered by Customer Group arising from or related to any material  breach of
any  representation,  warranty,  covenant or agreement  made by Gum Tech in this
Agreement, or in any certificate,  instrument or agreement delivered by Gum Tech
pursuant hereto or thereto or in connection with the  transactions  contemplated

                                       8
<PAGE>
hereby or thereby, or any facts or circumstances  constituting such breach. This
indemnity shall survive expiration or earlier termination of this Agreement.

          d) DEFENSE.  In case any claim,  demand or  deficiency  (a "CLAIM") is
asserted or any action is commenced or notice is given of any  administrative or
other proceeding  against the person(s) and/or entities seeking  indemnity under
this  SECTION 11  (hereinafter  referred to as the  "INDEMNITEE")  in respect of
which such  indemnity  is sought  hereunder  (each and all of such  persons  and
entities being  hereinafter  referred to as the  "INDEMNITOR")  pursuant to this
SECTION  11,   Indemnitee  shall  give  prompt  notice  thereof  in  writing  to
Indemnitor.  Within  thirty (30) days after  receipt of such notice (or prior to
such earlier date as any answer in any  administrative  or other  proceeding  is
due),  Indemnitor may give Indemnitee  written notice of its election to conduct
the defense of such Claim at its own expense. If Indemnitor has given Indemnitee
such notice of election to conduct the defense,  Indemnitee  shall  nevertheless
have the right to participate  in the defense  thereof,  but such  participation
shall be solely at its expense.  If  Indemnitor  shall not notify  Indemnitee in
writing  (within the time  hereinabove  provided) of its election to conduct the
defense of such Claim,  Indemnitee may (but need not) conduct (at the expense of
Indemnitor) the defense of any Claim.  The party assuming the defense of a Claim
hereunder (the "DEFENDING  PARTY") shall notify the other party of its intention
to settle,  compromise  or satisfy any such Claim and may make such  settlement,
compromise or satisfaction  unless such other party (the "ASSUMING PARTY") shall
notify the Defending  Party in writing (within thirty (30) days after receipt of
such notice of  intention to settle,  compromise  or satisfy) of its election to
assume  (at its sole  expense)  the  defense  of any  such  Claim  and  promptly
thereafter take appropriate action to implement such defense. The Assuming Party
shall indemnify the Defending  Party and hold it harmless  against any losses in
excess of the amount of losses the  Defending  Party would have  incurred if the
proposed  settlement  had been agreed  upon.  Indemnitee  shall  cooperate  with
Indemnitor in such defense,  at Indemnitor's  cost, and Indemnitee shall provide
reasonable assistance of Indemnitee's employees in connection with such defense.

          12)  INSURANCE.  Each party  shall  maintain,  during the term of this
Agreement,  on  occurrence  basis,  comprehensive  general  liability  insurance
(including  products  liability  and  contractual  liability)  with an insurance
carrier  reasonably  acceptable to the other party,  which  insurance  policy or
policies  shall  maintain the full  products  hazards  provisions  with products
hazards limits subject to deductibles not in excess of $10,000 in the aggregate,
and with at least  $1,000,000  per occurrence  and at least  $3,000,000  overall
coverage  for claims of bodily  injury and  property  damage  arising out of any
claim.  Each party shall extend  coverage with respect to  occurrences  during a
policy  period,  regardless  of the  dates on which  claims  arising  from  such
occurrences  are made,  and shall  include the other party as a named insured in
such  policy.  Each  party  shall  provide  the other  with the  certificate  of
insurance to the effect set forth herein. Each policy shall also expressly cover
any liability arising from an obligation to indemnify the other party under this
Agreement. Each party shall receive thirty (30) days prior written notice of any
alteration,  modification  or  cancellation  of  the  insurance  coverage  to be
provided herein.

                                       9
<PAGE>
     13) RECALLS.

          a) If any governmental  authority having jurisdiction over the subject
matters of this  Agreement  requires  Customer to recall any  Product,  Customer
shall  immediately  notify Gum Tech and  review  with Gum Tech the basis for the
recall.

          b) Prior to commencing any recall, Customer shall review with Gum Tech
the proposed  manner in which the recall is to be carried out in compliance with
instructions of the applicable  regulatory  authority.  Customer shall carry out
the  recall  in the  manner  agreed  upon  between  Customer  and Gum Tech in as
expeditious  a  manner  as  possible  and in such a way as to  cause  the  least
disruption  to the sales of Product and to preserve the goodwill and  reputation
associated  with the Product and the names of Customer  and Gum Tech.  All costs
including,  but not limited to,  attorneys' fees incurred in connection with any
recall or the disposal of any recalled Product shall be borne solely by Customer
unless the recall was necessitated by a manufacturing  defect in the Product, in
which event Gum Tech shall reimburse  Customer for all reasonable costs incurred
in the recall or disposal.

          c) Notice shall be given as soon as possible by the receiving party to
the  other  affected  party or  parties  of any  actual or  threatened  legal or
administrative  action  arising  out of  the  manufacture,  sale,  distribution,
marketing or consumption of the Product.  Customer  agrees to maintain a file on
all written or oral consumer or other type of complaints  received  which in any
way relate to the Product for the  duration of the  Agreement  and  otherwise in
accordance with Applicable  Laws.  Should Customer receive any consumer or other
type of complaints, Customer shall review, investigate and, if necessary, notify
the FDA and endeavor to handle and satisfactorily resolve such complaints.

     14) INTELLECTUAL PROPERTY.

          a) TRADEMARKS/TRADENAMES.  Customer shall sell the Product under their
generic names and under its own trademarks or trade names, if any. In connection
with the performance of this  Agreement,  Customer hereby grants to Gum Tech the
right to reproduce and print on the Products those trademarks and/or trade names
of Customer as are  designated  by Customer.  Gum Tech shall notify  Customer in
writing of any Gum Tech  trademark  or trade name  associated  with the Product.
Customer shall not have any right, title, or interest in or to any of Gum Tech's
trademarks or trade names.

          b) NO  VIOLATION  OF  THIRD  PARTY  RIGHTS.  Customer  represents  and
warrants to Gum Tech that the  execution of this  Agreement and  performance  by
Customer  and Gum Tech  hereunder  shall not  violate  any rights of the parties
hereunder or any third party in any patent,  copyright,  trademark or trade name
or other proprietary technology or information ("INTELLECTUAL PROPERTY"). If any
claim based upon  alleged  infringement  of rights to  Intellectual  Property is
asserted  against  Gum  Tech by  virtue  of its  contractual  duties  hereunder,

                                       10
<PAGE>
Customer shall indemnify and hold Gum Tech harmless from all claims, demands and
legal  actions  against Gum Tech in  accordance  with the  provisions of SECTION
11.(B) above.

          c)  SPECIFICATIONS.  At all times,  Gum Tech shall retain ownership of
the Specifications and any improvements thereto.

     15) CONFIDENTIALITY.

          a) DEFINITION OF "CONFIDENTIAL  INFORMATION".  The term  "Confidential
Information" means any oral or written  information or materials relating to and
including,  but  not  limited  to,  such  matters  as  trade  secrets,  systems,
procedures,  manuals,  confidential  reports,  lists of suppliers,  research and
development projects, policies, processes,  formulas,  techniques,  know-how and
facts relating to sales, advertising,  mailing,  promotions,  financial matters,
customers,  customer lists, purchases or requirements or other methods used by a
party in its  operations.  Notwithstanding  the  above,  the term  "Confidential
Information" shall not include any information that:

               i) At the time of disclosure is generally available to the public
or  thereafter  becomes  available  to the public by  publication  or  otherwise
through no act, omission or default of the party to whom disclosure is made.

               ii) Was in the possession of the party to whom disclosure is made
prior to the time of disclosure and was not acquired directly or indirectly from
the disclosing party or any person,  firm or corporation acting on behalf of, or
otherwise subject to any duty of confidentiality to, the disclosing party.

               iii) Is  independently  made  available as a matter of right by a
third party who is under no duty of confidentiality to the disclosing party .

               iv) Is  independently  developed by an employee of the  receiving
party who has not had access to the Confidential  Information  received from the
disclosing party.

          b) DUTY NOT TO DISCLOSE.  Each party recognizes and acknowledges  that
by the terms of this Agreement it shall from time to time obtain and have access
to the Confidential Information of the other party.  Accordingly,  it shall not,
during  the term  hereof  and at all  times  forever  after  the  expiration  or
termination of this Agreement, in any way, directly or indirectly,  make use of,
divulge,  publish, reveal or disclose any of the Confidential Information of the
other party or any part thereof for any purpose whatsoever to any person,  firm,
corporation,  association or other entity without the express written consent of
the disclosing party.  Notwithstanding  any provision to the contrary  contained
herein, the foregoing  restriction shall not apply to any release,  publication,
or disclosure  required by Applicable  Law,  provided  that, in the event of any
such legal  compulsion  to disclose  Confidential  Information,  the party being
compelled shall  immediately  notify the disclosing  party of the compulsion and
shall  cooperate with the disclosing  party in any effort to limit or annul such
compulsion.

                                       11
<PAGE>
          c) DUTY TO  PRESERVE  CONFIDENTIALITY.  Each party  shall use its best
efforts,  including,  but not limited to, efforts fully  commensurate with those
employed by such party for the protection of its own  confidential  information,
to protect  the  Confidential  Information  of the other  party in such  party's
possession.  Each  party  shall  instruct  its  employees,   agents,  directors,
officers,  and any other person acting on such party's behalf to treat the other
party's Confidential Information as confidential.

          d) CUSTOMER NOT TO REPLICATE  PRODUCT.  Customer  shall not, under any
circumstances,  copy,  replicate,  imitate or reverse engineer any of Gum Tech's
products, including, but not limited to, the Product.

          e) INJUNCTIVE  RELIEF.  Each party  acknowledges and realizes that the
other party's Confidential  Information is special, unique and extraordinary and
is vital to the other  party.  Accordingly,  the  parties  acknowledge  that the
breach of this  SECTION 15 by one of the parties will result in  irreparable  to
the other party and that,  therefore,  in addition to any and all other remedies
the other party may have under this Agreement,  at law or in equity, it shall be
entitled to institute  and  prosecute  proceedings  at law or in equity,  in any
court of competent  jurisdiction,  to obtain an injunction restraining the first
party from violating or continuing to violate this SECTION 15. Each party agrees
that the disclosing  party's remedy at law would be inadequate  and,  therefore,
agrees and consents that temporary  and/or  permanent  injunctive  relief may be
sought in any proceeding which may be brought to enforce this SECTION 15 without
the necessity or proof of actual damage.

          f) SURVIVAL OF  OBLIGATIONS.  The  obligations  under this  SECTION 15
shall survive the expiration or termination of this Agreement.

     16) TERMINATION. This Agreement may be terminated by:

          a) Gum Tech in the  event  that  Customer  does  not meet the  minimum
annual purchase levels or minimum order amounts set forth on EXHIBIT D.

          b) Gum Tech in the event that an invoice  is not paid  within  fifteen
(15)  days  after  the due date  thereof  or in the event  that  Customer  is in
material default of any covenant,  representation,  agreement, warranty or other
non-monetary  obligation  hereunder,  which material default is not cured within
fifteen (15) days following written notice of such default.

          c) Customer  in the event that Gum Tech is in material  default of any
covenant,  representation,  agreement,  warranty or other obligation  hereunder,
which material  default is not cured within fifteen (15) days following  written
notice of such default, or

          d) Customer in accordance with SECTION 7.(F).

                                       12
<PAGE>
In the event of a termination of this Agreement,  Customer agrees to pay for all
raw materials and packaging materials purchased exclusively for Customer and all
finished Product on hand.

     17) MISCELLANEOUS.

          a) INDEPENDENT  CONTRACTORS.  Both parties agree to perform under this
Agreement solely as independent contractors and shall not hold themselves out as
employees  or  agents of the  other.  This  Agreement  does not and shall not be
construed to constitute a  partnership,  agency  relationship,  or joint venture
between the parties,  and neither party shall have the right to obligate or bind
the other party except as specifically set forth herein.

          b) COMPLETE  AGREEMENT.  This Agreement and Exhibits  attached  hereto
contain the entire understanding of the parties and may not be modified, altered
or amended except in writing signed by both parties.  Customer acknowledges that
Gum Tech and its representatives  have made no promise or affirmation of fact to
Customer  with  respect to the  Product  which is not set forth in the terms and
conditions of this Agreement or any written materials  furnished by one party to
the other. This is the complete and final expression of the bargain made between
the parties hereto.

          c) SEVERABILITY OF PROVISIONS.  If any provision of this Agreement, or
its  application to any person or  circumstances,  is invalid or  unenforceable,
then the remainder of this  Agreement or the  application  of such  provision to
other persons or circumstances shall not be affected thereby.

          d)  ATTORNEYS'  FEES.  In the event either party hereto is required to
bring  any  action to  enforce  any  provision  hereof,  or to  secure  specific
performance  hereof,  or to  collect  damages of any kind for any breach of this
Agreement,  the  prevailing  party  shall be entitled  to all court  costs,  all
expenses  arising  out of or  incurred  by  reasons  of the  litigation  and any
reasonable attorneys' fees expended or incurred in any such proceedings, and all
costs and expenses shall be included in the judgment.

          e) NOTICES.  All notices provided for by this Agreement shall be given
in writing, postage or transmission costs prepaid, and shall be addressed to the
intended  recipient at the address first set forth above,  or such other address
as such party may from time to time  designate in writing.  All notices shall be
deemed  received by the intended  recipient on: (i) the third business day after
the date placed in the United States mail,  as certified  mail,  return  receipt
requested  and postage  paid  thereon;  (ii) the day that such notice is sent by
telecopy or  facsimile to the intended  recipient  provided  that such notice is
also sent by United States mail, as certified mail, return receipt requested and
postage  paid  thereon,  and  (iii)  the  business  day  after  the date sent by
reputable overnight service.

          f) GOVERNING  LAW. This  Agreement  and each  purchase  order shall be
exclusively  governed  by the laws of the State of Arizona,  including,  but not

                                       13
<PAGE>
limited  to,  the  uniform  commercial  code in effect in the State of  Arizona,
without giving effect to the choice of law principals thereof. It is the parties
express  intent that this Agreement and all sales to Customer shall be deemed to
be made in Phoenix,  Maricopa County, Arizona. The parties agree that any action
interpreting  the  Agreement  shall be brought in  Superior  Court of Arizona in
Maricopa County,  Arizona and they consent to the jurisdiction and venue of such
a court.

          g) TIME OF ESSENCE. Time is of the essence of hereunder.

          h)  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

          i) AUTHORITY. Each signer of this Agreement is authorized and warrants
that he,  she, or it is  authorized  to enter into this  Agreement  on behalf of
himself, herself, or itself or his, her, or its respective principals.

          j) FURTHER  ASSURANCES.  In  addition  to the  respective  obligations
required to be performed under this Agreement,  Customer and Gum Tech shall each
perform,  from time to time, other acts, and shall execute,  acknowledge  and/or
deliver  such  other  instruments,  documents  and  other  materials,  as may be
reasonably  required in order to consummate the  transactions  described in this
Agreement.  It  is  understood  and  agreed,  inter  alia,  that  the  foregoing
provisions  shall not be deemed to require  either  party to perform  any of the
obligations of the other.

          k) ASSIGNMENT. No party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the  other  party.  Notwithstanding  the  foregoing,  Customer  approves  the
transfer of Gum Tech's rights and obligations  hereunder to any entity or person
which purchases substantially all of Gum Tech's assets.

          l) BINDING EFFECT.  This Agreement shall be binding upon, and inure to
the  benefit  of,  the  parties  hereto  and  their  respective   heirs,   legal
representatives, successors and assigns.

          m) WAIVER.  None of the terms of this Agreement  shall be deemed to be
waived or modified except by a written document drawn expressly for such purpose
and  executed  by  the  party  against  whom   enforcement  of  such  waiver  or
modification  is sought.  Failure or delay of either party hereto to enforce any
of its  rights  under this  Agreement  shall not be deemed a  modification  or a
continuing waiver by such party of any of its rights hereunder.

          n)  INCORPORATION.  The Recitals and the Exhibits are  incorporated in
this Agreement by this reference.

                                       14
<PAGE>
         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as of the date and year first written above.

                                    GUM TECH INTERNATIONAL, INC., a Utah
                                    Corporation

                                    By:
                                        ----------------------------------------

                                    Name:
                                          --------------------------------------

                                    Title:
                                           -------------------------------------



                                                                  , a
                                    -----------------------------     ----------
                                    Corporation

                                    By:
                                        ----------------------------------------

                                    Name:
                                          --------------------------------------

                                    Title:
                                           -------------------------------------

                                       15
<PAGE>
                                    EXHIBIT A

                                    PRODUCTS

                                       16
<PAGE>
                                   EXHIBIT B

                                 SPECIFICATIONS


                                       17
<PAGE>
                                    EXHIBIT C

                                      PRICE


                                       18
<PAGE>
                                    EXHIBIT D

                      MINIMUM ANNUAL PURCHASE REQUIREMENTS




                              MINIMUM ORDER AMOUNTS

                                       19