<PAGE>

Exhibit 10.2


               EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT


         This Employment Separation and General Release Agreement (this
"SEPARATION AGREEMENT") is entered into this 8th day of August, 2008, by and
between Dr. Stephen A. Levine, an individual ("EXECUTIVE"), and Allergy Research
Group, Inc., a Florida corporation (the "COMPANY").

         WHEREAS, Executive has been employed as the Chief Executive Officer and
Chief Financial Officer for the Company; and

         WHEREAS, Executive and the Company have mutually agreed to terminate
Executive's employment relationship with the Company subject to the closing of
the merger of Longhorn Acquisition Corp. with and into the Company (the
"MERGER") as of the closing date of such merger (the "SEPARATION DATE") upon the
terms set forth herein;

         NOW, THEREFORE, in consideration of the covenants undertaken and the
releases contained in this Separation Agreement and the Consulting Agreement
attached as EXHIBIT B hereto (the "CONSULTING AGREEMENT"), Executive and the
Company agree as follows:

         I. RESIGNATION. Executive hereby irrevocably resigns as an officer,
director, employee, member, manager and in any other capacity with the Company
and each of its Affiliates, effective as of the Separation Date. On the
Separation Date, Executive agrees that he shall confirm such resignation by
executing the letter attached as EXHIBIT A hereto and promptly delivering such
letter to the Company. The Company and its Affiliates hereby accept such
resignation, effective as of the Separation Date. Executive waives any right or
claim to reinstatement as an employee of the Company or any of its Affiliates by
which he was employed at any time prior to the Separation Date. (For purposes of
this Separation Agreement, the term "AFFILIATE" has the meaning accorded to such
term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.)
Executive acknowledges and agrees that Executive has received all amounts owed
for his regular and usual salary (including, but not limited to, any severance,
overtime, bonus, accrued vacation, commissions, or other wages), reimbursement
of expenses, and usual benefits, and that all payments due to Executive from the
Company have been received.

         II. CONSULTING AGREEMENT. Concurrently with the execution of this
Separation Agreement, Executive shall execute the Consulting Agreement attached
as EXHIBIT B hereto.

         III. RELEASE. Executive, on behalf of himself, his descendants,
dependents, heirs, executors, administrators, assigns, and successors, and each
of them, hereby covenants not to sue and fully releases and discharges the
Company and each of its parents, subsidiaries and Affiliates, past and present,
as well as each of their respective trustees, directors, officers, members,
managers, partners, agents, attorneys, insurers, employees, stockholders,
representatives, assigns, and successors, past and present, and each of them
(hereinafter together and collectively referred to as the "RELEASEES") with
respect to and from any and all claims, wages, demands, rights, liens,
agreements or contracts (written or oral), covenants, actions, suits, causes of
action, obligations, debts, costs, expenses, attorneys' fees, damages,
judgments, orders and liabilities of whatever kind or nature in law, equity or
otherwise, whether now known or unknown, suspected or unsuspected, and whether


                                       1
<PAGE>

or not concealed or hidden (each, a "CLAIM"), which he now owns or holds or he
has at any time heretofore owned or held or may in the future own or hold as
against any of said Releasees (including, without limitation, any Claim arising
out of or in any way connected with Executive's service as an officer, director,
employee, member or manager of any Releasee, Executive's separation from his
position as an officer, director, employee, manager and/or member, as
applicable, of any Releasee, or any other transactions, occurrences, acts or
omissions or any loss, damage or injury whatever), resulting from any act or
omission by or on the part of said Releasees, or any of them, committed or
omitted prior to the date of this Separation Agreement including, without
limiting the generality of the foregoing, any Claim under Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act of 1967 ("ADEA"),
the Americans with Disabilities Act, the Family and Medical Leave Act of 1993,
the California Fair Employment and Housing Act, the California Family Rights
Act, or any other federal, state or local law, regulation, or ordinance, or any
Claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life
insurance, health or medical insurance or any other fringe benefit, workers'
compensation or disability. However, this release does not cover any Claim that
cannot be so released as a matter of applicable law and does not prohibit either
party from filing a claim to enforce or challenge the validity of the terms of
this Separation Agreement pursuant to the provisions hereof. Executive
acknowledges and agrees that he has received any and all leave and other
benefits that he has been and is entitled to pursuant to the Family and Medical
Leave Act of 1993.

                  Without limiting the generality of the foregoing release,
Executive hereby expressly waives any right to indemnification, advancement of
legal fees and expenses, reimbursement or any other form of recovery from the
Company and its current and future affiliates to the extent that Executive
incurs any judgment or award ("LOSS") resulting from, based upon, arising out of
or related to the pending litigation entitled BRONSON V. ALLERGY RESEARCH GROUP,
INC. in Palm Beach County, Florida (including any current or future allegations
of breach of fiduciary duty by Executive during the periods to which such
litigation relates, but excluding any future action taken by Bronson and its
affiliates to the extent that such future action does not relate to such
allegations of breach of fiduciary duty by Executive during the periods to which
such litigation relates) (the "BRONSON LITIGATION"), except to the extent that
such Loss is covered by directors and officers liability insurance purchased by
and maintained by the Company for such periods to which the Bronson Litigation
relates. Executive shall indemnify and hold harmless the Company and its present
and future affiliates, to the fullest extent lawful, from and against any Loss,
promptly as incurred, directly or indirectly resulting from, based upon, arising
out of, or related to the Bronson Litigation, except to the extent that such
Loss is covered by directors and officers liability insurance purchased by and
maintained by the Company for such periods to which the Bronson Litigation
relates; provided, however, that Company shall not be liable to indemnify
Executive for any amounts paid in settlement of any of the Bronson Litigation
effected without the Company's written consent, and the Company shall not settle
any of the Bronson Litigation in a manner which would impose any penalty or
limitation on Executive without Executive's written consent, which consent, in
either case, shall not be unreasonably withheld. In addition to the foregoing
indemnification provision, Executive shall pay or reimburse the Company for
legal fees and expenses incurred by the Company in connection with the Bronson
Litigation, provided that Executive's aggregate obligation to pay or reimburse
such legal fees and expenses shall not exceed Seventy-Five Thousand Dollars
($75,000).


                                       2
<PAGE>


         IV. WAIVER OF CIVIL CODE SECTION 1542. This Separation Agreement is
intended to be effective as a general release of and bar to each and every Claim
hereinabove specified. Accordingly, Executive hereby expressly waives any and
all rights and benefits conferred by Section 1542 of the California Civil Code
and any similar provision of any other applicable state law as to the Claims.
Section 1542 of the California Civil Code provides:

                  "A GENERAL RELEASE DOES NOT EXTEND TO ANY CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
                  AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
                  HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
                  THE DEBTOR."

         Executive acknowledges that he later may discover claims, demands,
causes of action or facts in addition to or different from those which Executive
now knows or believes to exist with respect to the subject matter of this
Agreement and which, if known or suspected at the time of executing this
Separation Agreement, may have materially affected its terms. Nevertheless,
Executive hereby waives, as to the Claims, any claims, demands, and causes of
action that might arise as a result of such different or additional claims,
demands, causes of action or facts.

         V. ADEA WAIVER. Executive expressly acknowledges and agrees that by
entering into this Separation Agreement, he is waiving any and all rights or
claims that he may have arising under the ADEA, which have arisen on or before
the date of execution of this Separation Agreement. Executive further expressly
acknowledges and agrees that:

                  (a) In return for this Separation Agreement, he will receive
consideration beyond that which he was already entitled to receive before
entering into this Separation Agreement;

                  (b) He is hereby advised in writing by this Separation
Agreement to consult with an attorney before signing this Separation Agreement;

                  (c) He has voluntarily chosen to enter into this Separation
Agreement and has not been forced or pressured in any way to sign it;

                  (d) He was given a copy of this Separation Agreement on July
18, 2008 and informed that he had twenty-one (21) days within which to consider
the Separation Agreement and that if he wished to execute this Separation
Agreement prior to expiration of such 21-day period, he should execute the
Acknowledgement and Waiver attached hereto as EXHIBIT C;

                  (e) He was informed that he has seven (7) days following the
date of execution of this Separation Agreement in which to revoke this
Separation Agreement, and this Separation Agreement will become null and void if
Executive elects revocation during that time. Any revocation must be in writing
and must be received by the Company during the seven-day revocation period. In
the event that Executive exercises his right of revocation, neither the Company
nor Executive will have any obligations under this Separation Agreement; and


                                       3
<PAGE>


                  (f) Nothing in this Separation Agreement prevents or precludes
Executive from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs from doing so, unless specifically authorized by
federal law.

         VI. NO TRANSFERRED CLAIMS. Executive warrants and represents that
Executive has not heretofore assigned or transferred to any person not a party
to this Separation Agreement any released matter or any part or portion thereof
and he shall defend, indemnify and hold the Company and each of its Affiliates
harmless from and against any claim (including the payment of attorneys' fees
and costs actually incurred whether or not litigation is commenced) based on or
in connection with or arising out of any such assignment or transfer made,
purported or claimed.

         VII. SPECIAL TAX INDEMNITY. Executive desires, out of the proceeds he
is to receive from the sale of his shares of the Company's common stock ("COMMON
STOCK") in connection with the Merger, to provide for a special bonus of
$1,000,000 (the "BONUS") to Manfred Salomon (the "EMPLOYEE"). Executive agrees
that the Bonus will constitute taxable wage income to the Employee. Upon the
closing of the Merger, Executive agrees that he will pay (i) to the Company, the
amount of any taxes which the Company may be required to withhold with respect
to the Bonus payment, and (ii) to the Employee, the amount of the Bonus, less
the amount referred to in the foregoing clause (i). Executive agrees that for
all purposes with respect to the Merger the full amount of such Bonus shall be
treated as having been paid to Executive as part of the proceeds from the sale
of his Common Stock in connection with the Merger. Executive agrees to indemnify
the Company for any and all losses, costs and expenses that the Company may
incur as a consequence of such Bonus arrangement. Executive further acknowledges
and agrees that neither the Company nor any of its directors, officers, or
advisors has provided any tax or other advice to Executive with respect to these
matters.

         VIII.    MISCELLANEOUS

                  A. ASSIGNMENT. This Separation Agreement is personal in its
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Separation Agreement or any rights or obligations
hereunder; PROVIDED, HOWEVER, that in the event of a merger, consolidation, or
transfer or sale of all or substantially all of the assets of the Company with
or to any other individual(s) or entity, this Separation Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of
such successor and such successor shall discharge and perform all the promises,
covenants, duties, and obligations of the Company hereunder.

                  B. NUMBER AND GENDER; EXAMPLES. Where the context requires, as
used in this Separation Agreement, the singular shall include the plural, the
plural shall include the singular, and any gender shall include all other
genders. Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general
statement to which it relates.


                                       4
<PAGE>


                  C. SECTION HEADINGS. The section headings of, and titles of
paragraphs and subparagraphs contained in, this Separation Agreement are for the
purpose of convenience only, and they neither form a part of this Separation
Agreement nor are they to be used in the construction or interpretation thereof.

                  D. GOVERNING LAW. This Separation Agreement will be governed
by and construed in accordance with the laws of the state of California, without
giving effect to any choice of law or conflicting provision or rule (whether of
the state of California or any other jurisdiction) that would cause the laws of
any jurisdiction other than the state of California to be applied. In
furtherance of the foregoing, the internal law of the state of California will
control the interpretation and construction of this Separation Agreement, even
if under such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.

                  E. SEVERABILITY. If any provision of this Separation Agreement
or the application thereof is held invalid, the invalidity shall not affect
other provisions or applications of this Separation Agreement which can be given
effect without the invalid provisions or applications and to this end the
provisions of this Separation Agreement are declared to be severable.

                  F. ENTIRE AGREEMENT. This Separation Agreement, together with
the Consulting Agreement, embodies the entire agreement of the parties hereto
respecting the matters within its scope. This Separation Agreement supersedes
all prior and contemporaneous agreements of the parties hereto that directly or
indirectly bears upon the subject matter hereof. Any prior negotiations,
correspondence, agreements, proposals or understandings relating to the subject
matter hereof shall be deemed to have been merged into this Separation
Agreement, and to the extent inconsistent herewith, such negotiations,
correspondence, agreements, proposals, or understandings shall be deemed to be
of no force or effect. There are no representations, warranties, or agreements,
whether express or implied, or oral or written, with respect to the subject
matter hereof, except as expressly set forth herein. Notwithstanding the
foregoing, the Non-Competition Agreement between Executive and the Company
entered into on or about the date hereof is outside of the scope of the
integration provisions of this Section VIII.F.

                  G. MODIFICATIONS. This Separation Agreement may not be
amended, modified or changed (in whole or in part), except by a formal,
definitive written agreement expressly referring to this Separation Agreement,
which agreement is executed by both of the parties hereto.

                  H. WAIVER. Neither the failure nor any delay on the part of a
party to exercise any right, remedy, power or privilege under this Separation
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence. No waiver shall be effective unless it is in writing
and is signed by the party asserted to have granted such waiver.


                                       5
<PAGE>

                  I. ARBITRATION. Any dispute, claim or controversy arising out
of or relating to this Separation Agreement or the Consulting Agreement, the
enforcement or interpretation of any provision hereof or thereof, or because of
an alleged breach, default, or misrepresentation in connection with any
provision hereof or thereof, including the determination of the scope or
applicability of this agreement to arbitrate, shall be submitted to final and
binding arbitration, to be held in San Francisco, California before a sole
arbitrator (the "ARBITRATOR") selected from the American Arbitration
Association, as the exclusive forum for the resolution of such dispute;
provided, however, that provisional injunctive relief may, but need not, be
sought by either party to this Agreement in a court of law while arbitration
proceedings are pending, and any provisional injunctive relief granted by such
court shall remain effective until the matter is finally determined by the
Arbitrator. Final resolution of any dispute through arbitration may include any
remedy or relief which the Arbitrator deems just and equitable, including any
and all remedies provided by applicable state or federal statutes. At the
conclusion of the arbitration, the Arbitrator shall issue a written decision
that sets forth the essential findings and conclusions upon which the
Arbitrator's award or decision is based. Any award or relief granted by the
Arbitrator hereunder shall be final and binding on the parties hereto and may be
enforced by any court of competent jurisdiction. The parties acknowledge and
agree that they are hereby waiving any rights to trial by jury in any action,
proceeding or counterclaim brought by either of the parties against the other in
connection with any matter whatsoever arising out of or in any way connected
with this Agreement or Executive's employment or the Consulting Agreement. The
parties agree that the Company shall be responsible for payment of the forum
costs of any arbitration hereunder, including the Arbitrator's fee, but that
each party shall bear its own attorneys fees and other expenses.

                  J. NOTICES. Any notice required to be delivered hereunder
shall be in writing and shall be addressed:

                           (i) if to the Company, to:

                                    c/o Country Life, LLC
                                    180 Vanderbilt Motor Parkway
                                    Hauppauge, New York 11788
                                    Attention:  Richard Belenski

                                    with a copy to:

                                    O'Melveny & Myers LLP
                                    275 Battery Street, Suite 2600
                                    San Francisco, California 94111
                                    Attn: Michael J. Kennedy, Esq. and
                                          Eric C. Sibbitt, Esq.

                            (ii) if to Executive, to Executive's last known
address as reflected on the books and records of the Company; or, in each case,
to such other address as such party may hereafter specify for the purpose by
written notice to the other party hereto. Any such notice shall be deemed
received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. in the place of receipt and such day is a business day in the place of

                                       6
<PAGE>

receipt. Otherwise, any such notice shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

                  K. LEGAL COUNSEL; MUTUAL DRAFTING. Each party recognizes that
this is a legally binding contract and acknowledges and agrees that they have
had the opportunity to consult with legal counsel of their choice. Each party
has cooperated in the drafting, negotiation and preparation of this Separation
Agreement. Hence, in any construction to be made of this Separation Agreement,
the same shall not be construed against either party on the basis of that party
being the drafter of such language. Executive agrees and acknowledges that he
has read and understands this Separation Agreement, is entering into it freely
and voluntarily, and has been advised to seek counsel prior to entering into
this Separation Agreement and has had ample opportunity to do so.

                  L. COUNTERPARTS. This Separation Agreement may be executed in
any number of counterparts, each of which shall be deemed an original as against
any party whose signature appears thereon, and all of which together shall
constitute one and the same instrument. This Separation Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. Photographic copies of such signed counterparts may be used in lieu
of the originals for any purpose.

                  M. TAXES. The Company shall have the right to withhold from
any payment hereunder or under any other agreement between the Company and
Executive the amount required by law to be withheld with respect to such payment
or other benefits provided to Executive. Other than as to such withholding
right, Executive shall be solely responsible for any taxes due as a result of
the payments and benefits received by Executive contemplated by this Separation
Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



                                       7
<PAGE>


                  The undersigned have read and understand the consequences of
this Separation Agreement and voluntarily sign it. The undersigned declare under
penalty of perjury under the laws of the State of Florida that the foregoing is
true and correct.


                                           ALLERGY RESEARCH GROUP, INC.


                                            By: /s/ Manfred Salomon
                                                --------------------------------
                                                 Name:  Manfred Salomon
                                                 Title:  President



                                            EXECUTIVE


                                             /s/ Stephen A. Levine
                                            ----------------------------------
                                            Name: Dr. Stephen A. Levine



                                       8
<PAGE>


                                    EXHIBIT A

                               RESIGNATION LETTER




September ___, 2008

To:      The Boards of Directors of Allergy Research Group, Inc. and
         Nutricology, Inc.

From:    Dr. Stephen A. Levine

         I hereby resign as an employee, officer, director, member, manager and
in any other capacity with Allergy Research Group, Inc., Nutricology, Inc. and
each of their respective affiliates, effective as of the date set forth above.



                                                -------------------------------
                                                Dr. Stephen A. Levine




                                      A-1
<PAGE>
                                 EXHIBIT B

                              CONSULTING AGREEMENT


                  THIS CONSULTING AGREEMENT (this "AGREEMENT") is entered into
this 8th day of August 2008, by and between Dr. Stephen A. Levine, an individual
(the "CONSULTANT"), and Allergy Research Group, Inc., a Florida corporation (the
"COMPANY").

                                    RECITALS

                  THE PARTIES ENTER THIS AGREEMENT on the basis of the following
facts, understandings and intentions:

                  A. The Company desires that the Consultant provide consulting
services to the Company as described below, on the terms and conditions
hereinafter set forth.

                  B. The Consultant desires to provide such services to the
Company on such terms and conditions.

                  C. This Agreement, together with that certain Employment
Separation and General Release Agreement, dated as of August 8, 2008, by and
between Executive and the Company (the "SEPARATION AGREEMENT"), shall govern the
relationship between the Consultant and the Company from and after the Effective
Date and supersedes and negates all previous agreements with respect to such
relationship.

                  NOW, THEREFORE, in consideration of the above recitals
incorporated herein and the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties agree as follows:

1.       ENGAGEMENT. The Company hereby engages the Consultant and the
         Consultant hereby accepts such engagement, upon the terms and
         conditions hereinafter set forth, subject to the closing of the merger
         of Longhorn Acquisition Corp. with and into the Company, for the period
         commencing on the closing date of such merger (the "EFFECTIVE DATE")
         and ending on the second anniversary of the Effective Date, subject to
         earlier termination as provided in Section 4 herein (such period is
         referred to as the "CONSULTING TERM").

2.       CONSULTING SERVICES.

         2.1      SERVICES. The Consultant shall serve as the Company's Chief
                  Scientific Advisor and perform consulting services during the
                  Consulting Term as reasonably requested from time to time on
                  matters with which the Consultant was familiar and/or about
                  which the Consultant acquired knowledge, expertise and/or
                  experience during the time that the Consultant was employed by
                  the Company. Such consulting services shall include (1)
                  creating a scientific vision for mid-term supplement product
                  development by the Company and Country Life, LLC, (2)
                  continuing to serve as Chair of the Company's Scientific
                  Advisory Board, (3) mentoring professionals in Product


                                       B-1
<PAGE>

                  Development, (4) maintaining dialogue with research and
                  development personnel of Kikkoman Corporation, and (5)
                  providing such other advice to and consultation with the
                  Company and such of its affiliates as the Company may
                  reasonably request.

         2.2      TIME COMMITMENT. The Consultant agrees to devote sufficient
                  time to the business of the Company and its affiliates to
                  accomplish the projects assigned by the Company. The
                  Consultant agrees that he will not accept other engagements
                  (employment, consulting or otherwise) during the Consulting
                  Term that would interfere with his ability to accomplish such
                  projects.

         2.3      PERFORMANCE. The Consultant agrees to honestly and faithfully
                  present and conduct himself at all times during the
                  performance of services for the Company. The Consultant agrees
                  to perform his responsibilities hereunder in a diligent,
                  timely, and competent manner. The Consultant agrees to
                  truthfully and faithfully account for and deliver to the
                  Company all property (including, without limitation, monies,
                  materials, securities, etc.) belonging to the Company or any
                  of its affiliates which the Consultant may receive from or on
                  account of the Company or any of its affiliates, and that upon
                  the Consultant's termination or the Company's demand the
                  Consultant will immediately deliver to the Company all such
                  property belonging to the Company or any of its affiliates.

3.       COMPENSATION.

         3.1      CONSULTING FEE. As consideration for the Consultant's
                  performance of these services, the Company shall pay the
                  Consultant an annual fee of Two Hundred Fifty Thousand Dollars
                  ($250,000) (the "CONSULTING FEE") during the Consulting Term,
                  such amount to be paid in substantially equal installments in
                  accordance with the Company's standard payroll schedule. The
                  parties expressly agree that, except as provided below in this
                  Section 3, the Consultant shall not be entitled to any other
                  compensation for his services hereunder except as provided in
                  this Section 3.1.

         3.2      REIMBURSEMENT OF EXPENSES. The Consultant shall be entitled to
                  reimbursement for all reasonable business expenses, including
                  reasonable business travel expenses, the Consultant incurs
                  during the Consulting Term in connection with carrying out the
                  Consultant's duties for the Company; provided that (i) such
                  expenses are approved in advance by the Company, and (ii) the
                  Consultant provides the Company with documentation acceptable
                  to the Company evidencing such expenses and such expenses are
                  otherwise incurred and submitted for reimbursement in
                  accordance with the Company's expense reimbursement policies
                  in effect from time to time. Any such reimbursement shall be
                  made as soon as reasonably practicable and in all events not
                  later than the end of the calendar year following the year in
                  which the related expense was incurred.


                                       B-2
<PAGE>

4.       TERMINATION.

         4.1      TERMINATION BY THE COMPANY. The Consultant's engagement by the
                  Company, and the Consulting Term, may be terminated at any
                  time by the Company: (i) with Cause (as defined in Section
                  4.4), or (ii) with no less than thirty (30) days advance
                  notice to the Consultant, without Cause, or (iii) in the event
                  of the Consultant's death.

         4.2      TERMINATION BY THE CONSULTANT. The Consultant's engagement by
                  the Company, and the Consulting Term, may be terminated by the
                  Consultant with no less than thirty (30) days advance notice
                  to the Company.

         4.3      OBLIGATIONS OF THE COMPANY UPON TERMINATION. If the
                  Consultant's engagement is terminated by the Company under
                  Section 4.1(i) or 4.1(iii) or by the Consultant under Section
                  4.2, the Consulting Term shall terminate without further
                  obligations to the Consultant other than for the payment of
                  any Consulting Fee payable pursuant to Section 3.1 to the
                  extent earned by but not previously paid to the Consultant as
                  of the Termination Date (the "Accrued Obligations"), which
                  shall be paid to the Consultant within five (5) business days
                  after the Termination Date. If the Consultant's engagement is
                  terminated without Cause under Section 4.1(ii), the Consulting
                  Term shall terminate, and the Consultant shall be entitled to
                  (a) payment of any Accrued Obligations within five (5)
                  business days after the Termination Date, and (b) continued
                  payment of the Consulting Fee as provided in Section 3.1 for
                  the period commencing on the Termination Date and ending on
                  the second anniversary of the Effective Date; provided,
                  however, that if the Consultant breaches his obligations under
                  Section 6 of this Agreement at any time, from and after the
                  date of such breach and not in any way in limitation of any
                  right or remedy otherwise available to the Company, the
                  Consultant will no longer be entitled to, and the Company will
                  no longer be obligated to pay, any remaining unpaid amount
                  contemplated by the foregoing clause (b) of this Section 4.3.
                  The Consultant agrees that the payments provided in this
                  Section 4.3 shall constitute the exclusive and sole remedy for
                  any termination of the Consultant's engagement, and the
                  Consultant covenants not to assert or pursue any other
                  remedies, at law or in equity, with respect to any termination
                  of the engagement.

         4.4      CERTAIN DEFINED TERMS.

                  (a) As used herein, "CAUSE" shall mean, as reasonably
                  determined by the Company's Board of Directors (the "BOARD")
                  (excluding the Consultant, if he is then a member of the
                  Board) based on the information then known to it, that one or
                  more of the following has occurred: (i) the Consultant is
                  convicted of, pled guilty or pled NOLO CONTENDERE to a felony
                  (under the laws of the United States or any relevant state, or
                  a similar crime or offense under the applicable laws of any

                                       B-3
<PAGE>

                  relevant foreign jurisdiction); (ii) the Consultant has
                  engaged in acts of fraud, dishonesty or other acts of willful
                  misconduct in the course of his duties hereunder; (iii) the
                  Consultant willfully fails to perform or uphold his duties
                  under this Agreement and/or willfully fails to comply with
                  reasonable directives of the Board; or (iv) a breach by the
                  Consultant of any provision of Section 6 or any material
                  breach by the Consultant of any other contract he is a party
                  to with the Company or any of its affiliates.

                  (b) As used herein, "TERMINATION DATE" shall mean the date of
                  the termination of the Consultant's engagement under this
                  Agreement for any reason.

         4.5.     NOTICE OF TERMINATION. Any termination of the Consultant's
                  engagement under this Agreement shall be communicated by
                  written notice of termination from the terminating party to
                  the other party. The notice of termination shall indicate the
                  specific provision(s) of this Agreement relied upon in
                  effecting the termination.

         4.6      SECTION 409A. If the Consultant is a "specified employee" as
                  of the date of his "separation from service" from the Company
                  (as each such term is defined for purposes of Section 409A of
                  the U.S. Internal Revenue Code ("Section 409A")), the
                  Consultant shall not be entitled to any payment or benefit
                  pursuant to Section 4.3(b) until the earlier of (i) the date
                  which is six (6) months after the Consultant's separation from
                  service, or (ii) the date of the Consultant's death. The
                  provisions of this Section 4.6 shall only apply if, and to the
                  extent, required to avoid the imputation of any tax, penalty
                  or interest pursuant to Section 409A. Any amounts otherwise
                  payable to the Consultant upon or in the six (6) month period
                  following the Consultant's separation from service that are
                  not so paid by reason of this Section 4.6 shall be paid
                  (without interest) as soon as practicable (and in all events
                  within thirty (30) days) after the date that is six (6) months
                  after the date of such separation from service (or, if
                  earlier, as soon as practicable, and in all events within
                  thirty (30) days, after the date of the Consultant's death).

5.       RELATIONSHIP.  The Consultant shall operate at all times as an
         independent contractor of the Company. This Agreement does not
         authorize the Consultant to act as an agent of the Company or any of
         its affiliates or to make commitments on behalf of the Company or any
         of its affiliates. The Consultant and the Company intend that an
         independent contractor relationship be created by this Agreement, and
         nothing herein shall be construed as creating an employer/employee
         relationship, partnership, joint venture, or other business group or
         concerted action. The Consultant at no time shall hold himself out as
         an agent of the Company or any of its affiliates for any purpose,
         including reporting to any governmental authority or agency, and shall
         have no authority to bind the Company or any of its affiliates to any
         obligation whatsoever.

         5.1      RIGHT TO CONTROL. The Consultant shall have the right to
                  control and determine the method and means of performing the
                  above services. The Company shall not have the right to
                  control or determine such method or means, being interested
                  only in the results obtained, and having the general right of
                  inspection and supervision in order to secure the satisfactory
                  completion of such services.

         5.2      TIME AND PLACE OF WORK. The Consultant shall perform the
                  services required by this Agreement at any place or location


                                       B-4
<PAGE>

                  and at such times as the Consultant shall determine, but shall
                  comply with the reasonable deadlines set by the Company. When
                  the Company requires the Consultant to be present at the
                  Company's offices in Alameda, California, the Company will
                  provide the Consultant with a place to perform his services
                  for the Company while at such office.

         5.3      EQUIPMENT AND SUPPLIES. The Consultant, at the Consultant's
                  expense and risk, agrees to provide all equipment, supplies,
                  and tools necessary to perform the above services, and will be
                  responsible for all other expenses required for the
                  performance of those services, except such of said items as
                  the Company specifically agrees in writing to furnish.

         5.4      TAXES. The Consultant and the Company agree that the
                  Consultant is not an employee for state or federal tax
                  purposes. The Consultant shall be solely responsible for any
                  taxes due as a result of the payment of the Consulting Fee,
                  and the Consultant will defend and indemnify the Company and
                  each of its affiliates from and against any tax liability that
                  any of them may have with respect to any such payment and
                  against any and all losses or liabilities, including defense
                  costs, arising out of the Consultant's failure to pay any
                  taxes due with respect to any such payment. If the Company
                  reasonably determines that applicable law requires that taxes
                  should be withheld from any such payment, the Company reserves
                  the right to withhold, as legally required, and to notify the
                  Consultant accordingly.

         5.5      WORKERS' COMPENSATION AND UNEMPLOYMENT INSURANCE. The
                  Consultant is not entitled to worker's compensation benefits
                  or unemployment compensation benefits provided by the Company.
                  The Consultant shall be solely responsible for the payment of
                  his worker's compensation, unemployment compensation, and
                  other such payments. The Company will not pay for worker's
                  compensation for the Consultant. The Company will not
                  contribute to a state unemployment fund for the Consultant.
                  The Company will not pay the federal unemployment tax for the
                  Consultant.

         5.6      EMPLOYMENT POLICIES NOT APPLICABLE. The Consultant and the
                  Company agree that the Consultant shall not be subject to the
                  provisions of any personnel policy or rules and regulations
                  applicable to employees, and the Consultant shall fulfill his
                  duties independent of and without supervisory control by the
                  Company.

6.       PROTECTIVE COVENANTS.

         6.1      CONFIDENTIAL INFORMATION; INVENTIONS.

                  (a) The Consultant shall not disclose or use at any time,
                  either during the Consulting Term or thereafter, any
                  Confidential Information (as defined below) of which the
                  Consultant is or becomes aware, whether or not such
                  information is developed by him, except to the extent that
                  such disclosure or use is directly related to and required by
                  the Consultant's performance in good faith of duties for the
                  Company. The Consultant will take all appropriate steps to
                  safeguard Confidential Information in his possession and to

                                       B-5
<PAGE>

                  protect it against disclosure, misuse, espionage, loss and
                  theft. The Consultant shall deliver to the Company at the
                  termination of the Consulting Term, or at any time the Company
                  may request, all memoranda, notes, plans, records, reports,
                  computer tapes and software and other documents and data (and
                  copies thereof) relating to the Confidential Information or
                  the Work Product (as hereinafter defined) of the business of
                  the Company or any of its Affiliates which the Consultant may
                  then possess or have under his control. Notwithstanding the
                  foregoing, the Consultant may truthfully respond to a lawful
                  and valid subpoena or other legal process, but shall give the
                  Company the earliest possible notice thereof, shall, as much
                  in advance of the return date as possible, make available to
                  the Company and its counsel the documents and other
                  information sought, and shall assist the Company and such
                  counsel in resisting or otherwise responding to such process.
                  As used in this Section 6, "AFFILIATE" of the Company means an
                  individual or entity that directly or indirectly through one
                  or more intermediaries, controls, or is controlled by, or is
                  under common control with, the Company. As used in this
                  definition, the term "control," including the correlative
                  terms "controlling," "controlled by" and "under common control
                  with," means the possession, directly or indirectly, of the
                  power to direct or cause the direction of management or
                  policies (whether through ownership of securities or any
                  partnership or other ownership interest, by contract or
                  otherwise) of any entity. The Company and the Consultant each
                  acknowledge and understand that nothing in this Agreement is
                  intended to prohibit the Consultant from use of his general
                  knowledge of business operations or the industries in which
                  the Company does or intends to do business.

                  (b) As used in this Agreement, the term "CONFIDENTIAL
                  INFORMATION" means information that is not generally known to
                  the public and that is used, developed or obtained by the
                  Company in connection with its business, including, but not
                  limited to, information and data obtained by the Consultant
                  while employed or engaged by the Company or any predecessors
                  thereof (including those obtained prior to the Effective Date)
                  concerning the Company's (or such predecessor's) (i) business
                  or affairs, (ii) products or services, (iii) fees, costs and
                  pricing structures, (iv) designs, (v) analyses, (vi) drawings,
                  photographs and reports, (vii) computer software, including
                  operating systems, applications and program listings developed
                  by the Company (or such predecessor), (viii) flow charts,
                  manuals and documentation, (ix) data bases, (x) accounting and
                  business methods, (xi) inventions, devices, new developments,
                  methods and processes, whether patentable or unpatentable and
                  whether or not reduced to practice, (xii) customer or client
                  lists, (xiii) other copyrightable works, (xiv) all production
                  methods, processes, technology and trade secrets, and (xv) all
                  similar and related information in whatever form; provided,
                  however, that the Company hereby acknowledges that the
                  Consultant is the author of the book, AntiOxidant Adaptation,
                  Its Role in Free Radical Pathology, that the Consultant shall
                  retain ownership of all copyrights and other intellectual
                  property rights therein during the Consulting Term and
                  thereafter, and that such book is specifically excluded from
                  the foregoing definition notwithstanding prior publication of
                  such book directly by the Company; provided, further, that the
                  Consultant hereby grants to the Company a royalty-free license

                                       B-6
<PAGE>

                  in perpetuity to use such book for marketing, customer sales
                  and similar purposes. Confidential Information will not
                  include any information that has been published (other than a
                  disclosure by the Consultant in breach of this Agreement) in a
                  form generally available to the public prior to the date the
                  Consultant proposes to disclose or use such information.
                  Confidential Information will not be deemed to have been
                  published merely because individual portions of the
                  information have been separately published, but only if all
                  material features comprising such information have been
                  published in combination.

                  (c) As used in this Agreement, the term "WORK PRODUCT" means
                  all inventions, innovations, improvements, technical
                  information, systems, software developments, methods, designs,
                  analyses, drawings, reports, service marks, trademarks, trade
                  names, logos and all similar or related information (whether
                  patentable or unpatentable, copyrightable, registerable as a
                  trademark, reduced to writing, or otherwise) which relates to
                  the Company's or any of its Affiliates' actual or anticipated
                  business, research and development or existing or future
                  products or services of which Consultant is aware and which
                  are conceived, developed or made by the Consultant (whether or
                  not during usual business hours, whether or not by the use of
                  the facilities of the Company or any of its Affiliates, and
                  whether or not alone or in conjunction with any other Person)
                  while employed or engaged by the Company or any Affiliate
                  (including those conceived, developed or made prior to the
                  Effective Date) together with all patent applications, letters
                  patent, trademark, trade name and service mark applications or
                  registrations, copyrights and reissues thereof that may be
                  granted for or upon any of the foregoing. All Work Product
                  that the Consultant may have discovered, invented or
                  originated during his employment or engagement by the Company
                  or any of its Affiliates prior to the Effective Date, that he
                  may discover, invent or originate during the Consulting Term
                  or at any time in the period of twelve (12) months after the
                  Termination Date, shall be the exclusive property of the
                  Company and its Affiliates, as applicable, and Consultant
                  hereby assigns all of Consultant's right, title and interest
                  in and to such Work Product to the Company or its applicable
                  Affiliate, including all intellectual property rights therein.
                  Consultant shall promptly disclose all Work Product to the
                  Company, shall execute at the request of the Company any
                  assignments or other documents the Company may deem necessary
                  to protect or perfect its (or any of its Affiliates', as
                  applicable) rights therein, and shall assist the Company, at
                  the Company's expense, in obtaining, defending and enforcing
                  the Company's (or any of its Affiliates', as applicable)
                  rights therein. The Consultant hereby appoints the Company as
                  his attorney-in-fact to execute on his behalf any assignments
                  or other documents deemed necessary by the Company to protect
                  or perfect the Company, the Company's (and any of its
                  Affiliates', as applicable) rights to any Work Product. As
                  used in this Section 6, the term "PERSON" shall be construed
                  broadly and shall include, without limitation, an individual,
                  a partnership, a limited liability company, a corporation, an
                  association, a joint stock company, a trust, a joint venture,
                  an unincorporated organization and a governmental entity or
                  any department, agency or political subdivision thereof.


                                       B-7
<PAGE>


         6.2      RESTRICTION ON COMPETITION. The Consultant agrees that if the
                  Consultant were to become employed by, or substantially
                  involved in, the business of a competitor of the Company or
                  any of its Affiliates during the eighteen (18) month period
                  following the Termination Date, it would be very difficult for
                  the Consultant not to rely on or use the Company's and its
                  Affiliates' trade secrets and confidential information. Thus,
                  to avoid the inevitable disclosure of the Company's and its
                  Affiliates' trade secrets and confidential information, and to
                  protect such trade secrets and confidential information and
                  the Company's and its Affiliates' relationships and goodwill
                  with customers, during the Consulting Term and for a period of
                  eighteen (18) months after the Termination Date, the
                  Consultant will not directly or indirectly through any other
                  Person engage in, enter the employ of, render any services to,
                  have any ownership interest in, nor participate in the
                  financing, operation, management or control of, any Competing
                  Business. For purposes of this Agreement, the phrase "directly
                  or indirectly through any other Person engage in" shall
                  include, without limitation, any direct or indirect ownership
                  or profit participation interest in such enterprise, whether
                  as an owner, stockholder, member, partner, joint venturer or
                  otherwise, and shall include any direct or indirect
                  participation in such enterprise as an employee, consultant,
                  director, officer, licensor of technology or otherwise. For
                  purposes of this Agreement, "COMPETING BUSINESS" means a
                  Person anywhere in the continental United States and elsewhere
                  in the world where the Company and its Affiliates engage in
                  business on the Termination Date (the "RESTRICTED AREA") that
                  at any time during the Consulting Term has competed, or any
                  and time during the eighteen (18) month period following the
                  Termination Date competes, with the Company or any of its
                  Affiliates in any business related to research, development,
                  manufacture, distribution and sale of vitamins, minerals,
                  health and nutritional supplements, sports nutrition products,
                  herbal teas and natural health and beauty care products and
                  such other businesses as the Company is engaged in on the
                  Termination Date; provided, however, that the Company and the
                  Consultant acknowledge that the Consultant intends to develop
                  products based on electromagnetic healing technologies
                  ("ENERGETIC TECHNOLOGIES") and other medical device
                  technology, in each case which do not compete with the
                  Company's current or intended business and which are excluded
                  from the purview of this Section 6.2. The Consultant agrees to
                  provide the Company with a right of first refusal to purchase
                  or co-develop any of the Energetic Technologies or medical
                  devices developed by the Consultant on terms offered by a
                  third party or, if no such offer has been made, on terms
                  mutually agreeable to both parties within sixty (60) days
                  following the Consultant's written notice to the Company of
                  the availability of such Energetic Technologies or medical
                  devices for purchase. Nothing herein shall prohibit the
                  Consultant from being a passive owner of not more than 2% of
                  the outstanding stock of any class of a corporation which is
                  publicly traded, so long as the Consultant has no active
                  participation in the business of such corporation.

         6.3      NON-SOLICITATION OF EMPLOYEES AND CONSULTANTS. During the
                  Consulting Term and for a period of eighteen (18) months after
                  the Termination Date, the Consultant will not directly or
                  indirectly through any other Person induce or attempt to


                                       B-8
<PAGE>

                  induce any employee or independent contractor of the Company
                  or any Affiliate of the Company to leave the employ or
                  service, as applicable, of the Company or such Affiliate, or
                  in any way interfere with the relationship between the Company
                  or any such Affiliate, on the one hand, and any employee or
                  independent contractor thereof, on the other hand.

         6.4      NON-SOLICITATION OF CUSTOMERS. During the Consulting Term and
                  for a period of eighteen (18) months after the Termination
                  Date, the Consultant will not directly or indirectly through
                  any other Person influence or attempt to influence customers,
                  vendors, suppliers, licensors, lessors, joint venturers,
                  associates, consultants, agents, or partners of the Company or
                  any Affiliate of the Company to divert their business away
                  from the Company or such Affiliate, and the Consultant will
                  not otherwise interfere with, disrupt or attempt to disrupt
                  the business relationships, contractual or otherwise, between
                  the Company or any Affiliate of the Company, on the one hand,
                  and any of its or their customers, suppliers, vendors,
                  lessors, licensors, joint venturers, associates, officers,
                  employees, consultants, managers, partners, members or
                  investors, on the other hand.

         6.5      UNDERSTANDING OF COVENANTS. The Consultant acknowledges that,
                  in the course of his employment or engagement with the Company
                  and/or its Affiliates and their predecessors, he has become
                  familiar, or will become familiar, with the Company's and its
                  Affiliates' and their predecessors' trade secrets and with
                  other confidential and proprietary information concerning the
                  Company, its Affiliates and their respective predecessors and
                  that his services have been and will be of special, unique and
                  extraordinary value to the Company and its Affiliates. The
                  Consultant agrees that the foregoing covenants set forth in
                  this Section 6 (together, the "RESTRICTIVE COVENANTS") are
                  reasonable and necessary to protect the Company's and its
                  Affiliates' trade secrets and other confidential and
                  proprietary information, good will, stable workforce, and
                  customer relations.

                  Without limiting the generality of the Consultant's agreement
                  in the preceding paragraph, the Consultant (i) represents that
                  he is familiar with and has carefully considered the
                  Restrictive Covenants, (ii) represents that he is fully aware
                  of his obligations hereunder, (iii) agrees to the
                  reasonableness of the length of time, scope and geographic
                  coverage, as applicable, of the Restrictive Covenants, (iv)
                  agrees that the Company and its Affiliates currently conducts
                  business throughout the Restricted Area, and (v) agrees that
                  the Restrictive Covenants will continue in effect for the
                  applicable periods set forth above in this Section 6
                  regardless of whether the Consultant is then entitled to
                  receive severance pay or benefits from the Company. The
                  Consultant understands that the Restrictive Covenants may
                  limit his ability to earn a livelihood in a business similar
                  to the business of the Company and any of its Affiliates, but
                  he nevertheless believes that he has received and will receive
                  sufficient consideration and other benefits as an employee and
                  consultant of the Company and as otherwise provided hereunder
                  or as described in the recitals hereto to clearly justify such
                  restrictions which, in any event (given his education, skills
                  and ability), the Consultant does not believe would prevent


                                       B-9
<PAGE>

                  him from otherwise earning a living. The Consultant agrees
                  that the Restrictive Covenants do not confer a benefit upon
                  the Company disproportionate to the detriment of the
                  Consultant.

                  The Consultant acknowledges and agrees that the covenants set
                  forth in this Section 6 are in addition to, and not in lieu
                  of, the restrictive covenants set forth in that certain
                  Noncompetition Agreement dated August 8, 2008 by and between
                  the Consultant and KI NutriCare, Inc., the parent corporation
                  of the Company.

         6.6      ENFORCEMENT. The Consultant agrees that the Consultant's
                  services are unique and that he has access to Confidential
                  Information and Work Product. Accordingly, the Consultant
                  agrees that a material breach by the Consultant of any of the
                  covenants in this Section 6 would cause immediate and
                  irreparable harm to the Company that would be difficult or
                  impossible to measure, and that damages to the Company for any
                  such injury would therefore be an inadequate remedy for any
                  such breach. Therefore, the Consultant agrees that in the
                  event of any breach or threatened breach of any provision of
                  this Section 6, the Company shall be entitled, in addition to
                  and without limitation upon all other remedies the Company may
                  have under this Agreement, at law or otherwise, to obtain
                  specific performance, injunctive relief and/or other
                  appropriate relief (without posting any bond or deposit) in
                  order to enforce or prevent any violations of the provisions
                  of this Section 6; provided, however, that the Company agrees
                  to attempt in good faith to discuss any such breach or
                  threatened breach with the Consultant prior to seeking such
                  relief and, if the parties so agree and such breach or
                  threatened breach is reasonably susceptible of cure in the
                  circumstances, to permit Consultant a reasonable opportunity
                  to so cure. The Consultant further agrees that the applicable
                  period of time any Restrictive Covenant is in effect following
                  the Termination Date, as determined pursuant to the foregoing
                  provisions of this Section 6, such period of time shall be
                  extended by the same amount of time that Consultant is in
                  breach of any Restrictive Covenant.

7.       ASSIGNMENT. This Agreement is personal in its nature and neither of the
         parties hereto shall, without the consent of the other, assign or
         transfer this Agreement or any rights or obligations hereunder;
         PROVIDED, HOWEVER, that in the event of a merger, consolidation, or
         transfer or sale of all or substantially all of the assets of the
         Company with or to any other individual(s) or entity, this Agreement
         shall, subject to the provisions hereof, be binding upon and inure to
         the benefit of such successor and such successor shall discharge and
         perform all the promises, covenants, duties, and obligations of the
         Company hereunder.

8.       NUMBER AND GENDER; EXAMPLES. Where the context requires, as used in
         this Agreement, the singular shall include the plural, the plural shall
         include the singular, and any gender shall include all other genders.
         Where specific language is used to clarify by example a general
         statement contained herein, such specific language shall not be deemed
         to modify, limit or restrict in any manner the construction of the
         general statement to which it relates.


                                       B-10
<PAGE>

9.       SECTION HEADINGS. The section headings of, and titles of paragraphs and
         subparagraphs contained in, this Agreement are for the purpose of
         convenience only, and they neither form a part of this Agreement nor
         are they to be used in the construction or interpretation thereof.

10.      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws of the state of California, without giving
         effect to any choice of law or conflicting provision or rule (whether
         of the state of California or any other jurisdiction) that would cause
         the laws of any jurisdiction other than the state of California to be
         applied. In furtherance of the foregoing, the internal law of the state
         of California will control the interpretation and construction of this
         Agreement, even if under such jurisdiction's choice of law or conflict
         of law analysis, the substantive law of some other jurisdiction would
         ordinarily apply.

11.      SEVERABILITY. It is the desire and intent of the parties hereto that
         the provisions of this Agreement be enforced to the fullest extent
         permissible under the laws and public policies applied in each
         jurisdiction in which enforcement is sought. Accordingly, if any
         particular provision of this Agreement shall be adjudicated by a court
         of competent jurisdiction to be invalid, prohibited or unenforceable
         under any present or future law, and if the rights and obligations of
         any party under this Agreement will not be materially and adversely
         affected thereby, such provision, as to such jurisdiction, shall be
         ineffective, without invalidating the remaining provisions of this
         Agreement or affecting the validity or enforceability of such provision
         in any other jurisdiction, and to this end the provisions of this
         Agreement are declared to be severable; furthermore, in lieu of such
         invalid or unenforceable provision there will be added automatically as
         a part of this Agreement, a legal, valid and enforceable provision as
         similar in terms to such invalid or unenforceable provision as may be
         possible. Notwithstanding the foregoing, if such provision could be
         more narrowly drawn (as to geographic scope, period of duration or
         otherwise) so as not to be invalid, prohibited or unenforceable in such
         jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn,
         without invalidating the remaining provisions of this Agreement or
         affecting the validity or enforceability of such provision in any other
         jurisdiction.

12.      ENTIRE AGREEMENT. This Agreement, together with the Separation
         Agreement, embodies the entire agreement of the parties hereto
         respecting the matters within its scope. This Agreement supersedes all
         prior and contemporaneous agreements of the parties hereto that
         directly or indirectly bears upon the subject matter hereof. Any prior
         negotiations, correspondence, agreements, proposals or understandings
         relating to the subject matter hereof shall be deemed to have been
         merged into this Agreement, and to the extent inconsistent herewith,
         such negotiations, correspondence, agreements, proposals, or
         understandings shall be deemed to be of no force or effect. There are
         no representations, warranties, or agreements, whether express or
         implied, or oral or written, with respect to the subject matter hereof,
         except as expressly set forth herein. Notwithstanding the foregoing,
         the Non-Competition Agreement between Executive and the Company entered
         into on or about the date hereof is outside of the scope of the
         integration provisions of this Section 12.


                                       B-11
<PAGE>

13.      MODIFICATIONS. This Agreement may not be amended, modified or changed
         (in whole or in part), except by a formal, definitive written agreement
         expressly referring to this Agreement, which agreement is executed by
         both of the parties hereto.

14.      WAIVER. Neither the failure nor any delay on the part of a party to
         exercise any right, remedy, power or privilege under this Agreement
         shall operate as a waiver thereof, nor shall any single or partial
         exercise of any right, remedy, power or privilege preclude any other or
         further exercise of the same or of any right, remedy, power or
         privilege, nor shall any waiver of any right, remedy, power or
         privilege with respect to any occurrence be construed as a waiver of
         such right, remedy, power or privilege with respect to any other
         occurrence. No waiver shall be effective unless it is in writing and is
         signed by the party asserted to have granted such waiver.

15.      ARBITRATION. Any controversy arising out of or relating to the
         Consultant's engagement with the Company, including the termination of,
         any condition of, or benefit with respect to, the Consultant's services
         hereunder, the enforcement or interpretation of this Agreement, or
         because of an alleged breach, default, or misrepresentation in
         connection with any of the provisions of this Agreement, including
         (without limitation) any state or federal statutory claims, shall be
         submitted to arbitration in accordance with Section VIII.I of the
         Separation Agreement.

16.      NOTICES.

         (a) All notices, requests, demands and other communications required or
         permitted under this Agreement shall be in writing and shall be deemed
         to have been duly given and made if (i) delivered by hand, (ii)
         otherwise delivered against receipt therefor, or (iii) sent by
         registered or certified mail, postage prepaid, return receipt
         requested. Any notice shall be duly addressed to the parties as
         follows:

                           if to the Company, to:

                                    c/o Country Life LLC
                                    180 Vanderbilt Motor Parkway
                                    Hauppauge, New York 11788
                                    Attention:  Richard Belenski

                                    with a copy to:

                                    O'Melveny & Myers LLP
                                    275 Battery Street, Suite 2600
                                    San Francisco, California 94111
                                    Attn: Michael J. Kennedy, Esq.
                                         and Eric C. Sibbitt, Esq.

                            if to the Consultant:

                                    Dr. Stephen A. Levine
                                    15 Bridge Road
                                    Kentfield, CA 94904


                                       20
<PAGE>

         (b) Any party may alter the address to which communications or copies
         are to be sent by giving written notice of such change of address in
         conformity with the provisions of this Section 16 for the giving of
         notice. Any communication shall be effective when delivered by hand,
         when otherwise delivered against receipt therefor, or five (5) business
         days after being mailed in accordance with the foregoing.

17.      LEGAL COUNSEL; MUTUAL DRAFTING. Each party recognizes that this is a
         legally binding contract and acknowledges and agrees that they have had
         the opportunity to consult with legal counsel of their choice. Each
         party has cooperated in the drafting, negotiation and preparation of
         this Agreement. Hence, in any construction to be made of this
         Agreement, the same shall not be construed against either party on the
         basis of that party being the drafter of such language. The Consultant
         agrees and acknowledges that he has read and understands this
         Agreement, is entering into it freely and voluntarily, and has been
         advised to seek counsel prior to entering into this Agreement and has
         had ample opportunity to do so.

18.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original as against any
         party whose signature appears thereon, and all of which together shall
         constitute one and the same instrument. This Agreement shall become
         binding when one or more counterparts hereof, individually or taken
         together, shall bear the signatures of all of the parties reflected
         hereon as the signatories. Photographic copies of such signed
         counterparts may be used in lieu of the originals for any purpose.


         [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]


                                      B-13
<PAGE>



         IN WITNESS WHEREOF, the Company and the Consultant have executed this
Agreement as of the date first set forth above.

                                                 "COMPANY"

                                                  Allergy Research Group, Inc.,
                                                  a Florida corporation


                                                  By:   /s/ Manfred Salomon
                                                       ------------------------
                                                  Name: Manfred Salomon
                                                  Title: President


                                                 "CONSULTANT"


                                                  /s/ Stephen A. Levine
                                                  -----------------------------
                                                  Dr. Stephen A. Levine



                                      B-14

<PAGE>


                                    EXHIBIT C

                           ACKNOWLEDGEMENT AND WAIVER


                  I, Dr. Stephen A. Levine, hereby acknowledge that I was given
21 days to consider the foregoing Employment Separation and General Release
Agreement and voluntarily chose to sign the Employment Separation and General
Release Agreement prior to the expiration of the 21-day period.

                  I declare under penalty of perjury under the laws of the state
of Florida that the foregoing is true and correct.


                                                     /s/ Stephen A. Levine
                                                     --------------------------
                                                     Dr. Stephen A. Levine



                                      C-1