ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as
of January __, 2000 (the "Effective  Date") by and between  Amerifit  Nutrition,
Inc. ("Seller"),  a Delaware corporation with its principal place of business at
166 Highland Park Drive, Bloomfield, Connecticut 06002, Biomune Systems, Inc., a
Nevada corporation with its principal place of business at 24015 Foothill Drive,
Salt Lake City, Utah 84109 ("Biomune"),  and Optim Nutrition,  Inc. ("Buyer"), a
Utah  corporation  which is a wholly-owned  subsidiary of Biomune,  and with its
principal  place of business at 2401 S.  Foothill  Drive,  Salt Lake City,  Utah
84109.

RECITALS:

         A.       Seller is the owner of the Transferred Assets (as defined
below) relating to the Seller's NiteBite(R)Timed-Released Glucose Bar(TM)product
(the "Product").

         B. Buyer  desires to purchase  the  Transferred  Assets from Seller and
license,  on an  exclusive  basis  within  the  therein-defined  market and on a
non-exclusive  basis elsewhere,  the Licensed  Trademark from Seller, and Seller
desires  to sell,  assign  and  transfer  such  Transferred  Assets to Buyer and
license such Licensed  Trademark to Buyer,  pursuant to the terms and conditions
of this Agreement and the Buyer License Agreement (as defined below).

         Therefore,  in  consideration  of the mutual  covenants and  agreements
contained herein, the sufficiency of which are hereby acknowledged,  the parties
agree as follows:

AGREEMENTS:

1        DEFINITIONS

         1.1      The "Assumed  Contract" shall mean that certain Supply
Agreement  relating  to  the  Product  between  Medical  Foods,  Inc. (Seller's
predecessor  in  interest)  and  Nellson  Nutraceutical,  dated  May  28, 1997.

         1.2      "Buyer License Agreement" shall have the meaning set forth in
Section 2.3.

         1.3      "Deliverables" shall mean the materials listed in Schedule 1.3
hereto.

         1.4      "Existing Agreement" shall mean that certain  Product  License
and Distribution Agreement dated September 25, 1998 by and between Buyer and
Seller.

         1.5      "Intellectual Property" shall mean all intellectual property
rights relating to the Product, including without limitation all patents,
trademarks (including all associated  goodwill),  copyrights,  trade  secrets,
draft and filed patent applications  or  continuations,  website domain names,
toll free numbers,  and trademark and copyright  applications,  as specifically
listed in Schedule 1.5; provided, that "Intellectual Property" shall not include
the Licensed Trademark.

         1.6      "Licenses" shall mean all registrations,  licenses, approvals,
certificates, permits, consents,  authorizations, and all draft and filed
applications for any of the foregoing, relating specifically to the  manufacture
or  sale of the Product,  to the extent the transfer  thereof to Buyer is
permitted by law or by any agreement  between  Seller and any third party,  as
specifically  listed in Schedule 1.6.

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         1.7      "Licensed Trademark" shall mean the trademark "Timed-Release
Glucose Bar(TM)".

         1.8      "Liens" shall mean any and all liens, security interests,
licenses, encumbrances and other third party claims of any type, whether
accrued, absolute or contingent, specifically including any and all royalty or
license fee payment obligations  owed to third parties by Seller in connection
with the distribution or sale of the Product.

         1.9      "Product" shall have the meaning set forth in Recital A above.

         1.10     "Records" shall mean all books,  files and records relating to
the Product, including all customer lists, customer  databases  and  promotional
materials.

         1.11     "Related  Assets" means the following assets which are owned
by or licensed to Seller with the right to transfer as provided  herein:  all
know-how related  to or used in the  manufacture  or sale of the Product, to the
extent necessary  to  manufacture,   sell  and  otherwise  exploit  same  as
currently manufactured  or sold,  as well as  existing  improvements,  modified
versions, designs,  technology,  inventions, works of authorship, trade secrets,
formulas, processes, techniques, concepts, methods, ideas, research and lab
notes, files, test data,  research,  specifications,  concepts,  work papers,
and work product related to the Product if any exist at the Closing  Date,
regardless of whether any or all of the foregoing  constitutes  copyrightable or
patentable  subject matter.  For purposes of this Agreement,  "Related Assets"
shall not include the Licensed Trademark.

         1.12     "Transferred  Assets" shall mean the  Product (other  than the
Licensed Trademark), the Intellectual Property, the Licenses, the Related Assets
and the Records.

         1.13     All other initially capitalized terms shall have the  meanings
assigned to them in this Agreement.

2        ASSIGNMENT AND SALE

         2.1      Assignment of Transferred Assets. Seller hereby assigns and
transfers to Buyer, effective at the Closing, all of Seller's right, title and
interest in and to the Transferred Assets.

         2.2       Assumed  Contract.  The  parties  acknowledge  and agree that
Seller has previously assigned  the Assumed Contract to Biomune. To the extent
that any additional  actions may hereafter  become  necessary or reasonably
advisable inorder to complete such assignment, the parties agree to take such
actions.

         2.3      Buyer  License  Agreement.  Effective on the Closing  Date,
Seller shall  enter  into a License  Agreement  substantially  in the form of
Exhibit D attached hereto with respect to the  Licensed  Trademark  (the "Buyer
License Agreement").

3        CONSIDERATION.

         3.1  Consideration to be Paid. In consideration  for the assignment and
transfer of the Transferred Assets as set forth in Section 2, the license of the
Licensed Trademark as set forth in the Buyer License Agreement, and the
covenants set forth  in  Section  9  below,   Buyer  shall pay and  deliver  the
following consideration (the "Purchase Price") to Seller:


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<PAGE>

             3.1.1    Cash Payment.  On the Closing Date, Buyer shall pay to
Seller the amount of six hundred fifty thousand dollars ($650,000.00) by wire
transfer to an account designated by Seller.

             3.1.2    Stock Transfer. On the Closing Date, Buyer shall also
transfer to Seller two  hundred thousand (200,000) shares of the common stock of
Biomune (the "Biomune Common Stock"). The shares of Biomune Common Stock to be
transferred to Seller will not have been registered and will be "restricted
securities"  under the  Securities  Act of 1933,  as amended (the  "Securities
Act") and the rules promulgated  thereunder,  and  may be  resold  without
registration  under  the Securities Act  only in  certain limited circumstances.
Each  certificate evidencing  shares of Biomune  Common  Stock will bear the
legends  required by state securities laws as well as the following legend:

         THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE BEEN  ACQUIRED  FOR
         INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
         1933,  AS AMENDED (THE "ACT").  THE SHARES MAY NOT BE SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF  REGISTRATION  WITHOUT AN EXEMPTION UNDER
         THE ACT OR AN OPINION OF LEGAL  COUNSEL  REASONABLY  ACCEPTABLE  TO THE
         COMPANY THAT REGISTRATION IS NOT REQUIRED.

             3.1.3    Registration Rights.

                 3.1.3.1  Registration.  Commencing  on the 181st day  following
the execution of this Agreement, and for a period of 18 months thereafter,
Seller shall have the right to demand, once only, that Biomune file a
registration statement under the Securities Act of 1933, as amended ("Securities
Act") for the shares issued to Seller under this  Agreement.  Promptly  after
receipt of such demand,  Biomune shall  (i)  file  with  the  Securities  and
Exchange   Commission   ("SEC")  a registration  statement on Form S-3 (or such
other form as may then be available to Biomune for the registration of its
shares for sale by a selling shareholder) with  respect to no fewer than 2/3 of
the shares of Biomune  common stock issued to Seller under this Agreement (such
registration  statement,  together with any amendment  and  supplement  filed in
connection  therewith,  the  "Registration Statement") and shall use its
reasonable best efforts to cause the  Registration Statement  to become
effective as promptly as  practicable  after filing and to keep Registration
Statement effective until the Termination Date (as hereinafter defined);  (ii)
prepare and file with the SEC such amendments and supplements to the
Registration  Statement and the prospectus used in connection  therewith as may
be  necessary,  and comply with the  provisions of the  Securities  Act with
respect  to the sale or  other  disposition  of all  securities  proposed  to be
registered  in  the  Registration  Statement  until  the  Termination  Date  (as
hereinafter  defined);  (iii)  furnish  to Seller  such  number of copies of any
prospectus (including any preliminary prospectus and any amended or supplemented
prospectus) in conformity with the  requirements of the Securities Act, and such
other documents,  as Seller may reasonably  request in order to effect the offer
and sale of the shares to be offered and sold,  but only while  Biomune shall be
required  under the  provisions  hereof to cause the  registration  statement to
remain  current;  and (iv) use  reasonable  efforts to  register  or qualify the
shares of Biomune common stock covered by the  Registration  Statement under the
securities  or blue sky laws of such  jurisdictions  as Seller shall  reasonably
request (provided that Biomune shall not be required in connection  therewith or
as a condition thereto to qualify to do business or to file a general consent to
service of process in any such  jurisdiction  where it has not been  qualified).
For  purposes  of this  Section,  "Termination  Date"  means the  earlier of (i)
January 21,  2002,  (ii) the date on which  Seller can sell all of the shares of
Biomune common stock to it under this Agreement  pursuant to Rule 144 of the SEC
under the Securities Act, and (iii) the date on which all such shares of Biomune
common stock have been resold pursuant to Rule 144 or an effective  registration
statement.

                 3.1.3.2  Notification of Certain Events.  Biomune shall notify
Seller (i) when a prospectus or any  prospectus  supplement or  post-effective


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amendment has been filed,  and, with respect to the  Registration  Statement or
any  post-effective amendment, when the same has become effective; (ii) of any
request by the SEC or any  other  governmental  entity  during  the  period  of
effectiveness  of the Registration  Statement  for  amendments  or  supplements
to  the  Registration Statement or related  prospectus or for additional
information  relating to the Registration Statement, (iii) of the issuance by
the SEC or any other federal or state  governmental  authority of any stop order
suspending the effectiveness of the  Registration  Statement  or the  initiation
of any  proceedings  for  that purpose,  (iv) of the receipt by Biomune of any
notification with respect to the suspension of the  qualification  or exemption
from  qualification of any of the shares for sale in any  jurisdiction  or the
initiation or  threatening  of any proceeding  for such  purpose;  or (v) of the
happening of any event which makes any statement made in the  Registration
Statement or related  prospectus or any document  incorporated or deemed to be
incorporated  therein by reference untrue in any  material  respect or which
requires  the  making of any changes in the Registration Statement or prospectus
so that, in the case of the  Registration Statement,  it will not contain any
untrue  statement of a material fact or omit to state any material  fact
required to be stated  therein or necessary to make the statements  therein not
misleading,  and that in the case of the prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact or omit
to state any material  fact required to be stated  therein or necessary to make
the statements  therein,  in the light of the circumstances under which they
were made, not  misleading.  Biomune may, upon the happening of any event of the
kind  described in clauses (iii),  (iv) or (v) hereof,  suspend use of the
prospectus on written  notice to Seller,  in which case Seller shall discontinue
disposition of the shares covered by the Registration  Statement or prospectus
until copies of a supplemented or amended  prospectus are distributed to Seller
or until  Seller is advised in writing by Biomune  that the use of the
applicable  prospectus  may be resumed.  Biomune shall use its  reasonable  best
efforts  to ensure  that the use of the  prospectus  may be  resumed  as soon as
practicable.  Biomune shall use every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the Registration  Statement, or the
lifting of any suspension of the qualification (or exemption from qualification)
of any  of  the  securities  for  sale  in  any  jurisdiction,  at the  earliest
practicable moment. Biomune shall, upon the occurrence of any event contemplated
by clause (iv) or (v) above, prepare a supplement or post-effective amendment to
the  Registration  Statement or a supplement  to the related  prospectus  or any
document  incorporated  therein by reference or file any other required document
so that,  as  thereafter  delivered to the  purchasers  of the shares being sold
thereunder,  such prospectus will not contain an untrue  statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.

                 3.1.3.3  Obligations of Seller.

                        (a)      Information.  Seller shall  provide all
         information  and  materials to Biomune,  and take all  action,  as may
         be  required in order to permit Biomune to comply with all  applicable
         requirements  of the SEC and to obtain any desired acceleration of  the
         effective  date  of  the Registration Statement. The provision of such
         information and materials by  Seller  included  in  the  Registration
         Statement  is a  condition precedent to the obligations of Biomune
         pursuant to this Agreement.

                        (b)      Certain Limitations.   (i) Seller shall not
         offer, sell, exchange, pledge, transfer or otherwise dispose of or
         engage in any transaction with respect to, any of the shares of Biomune
         common stock issued under this Agreement unless at such time such
         transaction shall be permitted pursuant to the provisions of SEC Rule
         144 referred, or Seller shall have furnished to Biomune an opinion of
         counsel, satisfactory to Biomune, to the effect that no registration
         under the Securities Act would be required in connection with the
         proposed offer, sale, exchange, pledge, transfer or other disposition
         or transaction, or a Registration Statement under the Securities Act
         covering the proposed offer, sale, exchange, pledge, transfer or other
         disposition shall be effective under the Securities Act; (ii) Seller


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<PAGE>

         shall not offer or sell any of the shares of Biomune common stock
         issued Seller under this Agreement except during such periods as
         directors, officers and affiliates of Biomune are permitted to purchase
         and sell Biomune common stock pursuant to the insider trading policies
         of Biomune (the "Window Periods"); and (iii) during the effective
         period of the Registration Statement, Seller shall (A) offer for sale
         under the Registration Statement only those shares of Biomune common
         stock which were issued to Seller pursuant to this Agreement are
         registered under the Registration Statement; (B) sell such shares in
         accordance with and subject to the terms, conditions and covenants set
         forth in this Agreement and in the Registration Statement; (C) to the
         extent required by applicable law, cause to be furnished to any
         purchaser of such shares, and to the broker-dealer, if any, through
         whom such shares may be offered, a copy of the final prospectus
         contained in the Registration Statement, as supplemented or amended
         through the date of the sale (the "Prospectus"); (D) not engage in any
         stabilization activity in connection with any Biomune securities other
         than as permitted under the Securities Exchange Act of 1934, as amended
         ("Exchange Act"); and (E) not bid for or purchase any securities of
         Biomune or any rights to acquire Biomune securities, or attempt to
         induce any person to purchase any
         Biomune securities (except for Seller's shares of Biomune common stock
         to be sold to such person by means of the Prospectus) or any rights to
         acquire Biomune securities other than as permitted under the Exchange
         Act.

                 3.1.3.4  Window Periods. Biomune shall use its best efforts to
keep effective the Registration Statement during Window Periods (subject to the
right of Biomune to suspend use of a prospectus  pursuant to this  Agreement).
Notwithstanding  any other provision of this Agreement to the contrary, Biomune
shall not be required to keep the  Registration  Statement  effective  at any
times  other than during Window Periods. Unless otherwise  specified  by Biomune
by written notice to Seller, Window Periods shall include the period  commencing
at the opening of trading on the first day of the third  month of each  fiscal
quarter of Biomune and  expiring at the close of trading on the second full
trading day following release of Biomune financial results for such fiscal
quarter (or, in the case of the fourth quarter of each year, for the fiscal
year).  If a Window Period shall commence or shall expire or terminate on any
other date,  Biomune  shall provide advance  written notice of such commencement
and prompt written notice of such expiration or termination.  Biomune shall have
the affirmative  right to suspend the  effectiveness  of any  Registration
Statement filed by Biomune pursuant to this Agreement at any time and from time
to time during a Window Period, for the whole of such Window Period or any
portion thereof.

                 3.1.3.5  Legends.  Biomune  may,  at its  election,  cause  one
or more  legends reflecting  the  limitations   set  forth  in  this  Agreement
(including  the limitations  set forth in Sections  3.1.3.3 and 3.1.3.4 of this
Agreement) to be affixed to the certificate or  certificates  issued to Seller
representing  the shares of Biomune common stock issued under this  Agreement,
including a legend in substantially the form set forth below:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE OFFERED,  SOLD,
         PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH
         THE  REQUIREMENTS  OF THE SECURITIES  ACT OF 1933, AS AMENDED,  AND THE
         OTHER CONDITIONS  SPECIFIED IN AN ASSET PURCHASE  AGREEMENT BETWEEN THE
         HOLDER OF THIS CERTIFICATE AND BIOMUNE  SYSTEMS,  INC., A COPY OF WHICH
         AGREEMENT WILL BE FURNISHED BY BIOMUNE  SYSTEMS,  INC. TO THE HOLDER OF
         THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE."

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<PAGE>

Biomune, in its discretion, may cause stop transfer orders to be placed with its
transfer agent with respect to the certificates for the shares that are required
to bear such legend. Such legend shall be removed in connection with the sale of
any stock at a time that the Registration  Statement is effective or upon a sale
pursuant to SEC Rule 144, as provided in this Agreement.

                 3.1.3.6  Expenses.  Seller and Buyer shall each pay an equal
share of all of the out-of-pocket  expenses incurred in connection with any
registration pursuant to this Agreement,  including,  without limitation,  all
underwriting discounts and commissions,  SEC,  NASD and blue sky  registration
and filing  fees,  printing expenses,  transfer  agents' and  registrars'  fees,
and the reasonable fees and disbursements  of Biomune's  outside  counsel and
independent  accountants  and counsel for Seller;  provided,  however,  that
Seller's  share of such expenses shall not exceed $10,000.

                 3.1.3.7  Indemnification.  In the event of any offering
registered pursuant to this Agreement:

                        (a)  Biomune  will  indemnify  (i)  Seller,  (ii) its
         directors,  officers, legal counsel and independent accountants,  (iii)
         each  underwriter,  if  any,  of  Biomune  securities  covered  by  the
         Registration Statement, including each broker-dealer (if any) which may
         be deemed to be an  underwriter  of the shares of Biomune  common stock
         covered by the  Registration  Statement,  (iv) each person who controls
         Seller or such  underwriter  within  the  meaning  of Section 15 of the
         Securities Act, (v) each other holder of shares of Biomune common stock
         included in the Registration  Statement and such holder's legal counsel
         and  independent  accountants  (each such  person  named in clauses (i)
         through (v), a "Seller Indemnified Party") against all claims,  losses,
         damages and liabilities (or actions in respect thereof),  including any
         of the foregoing incurred in settlement of any litigation, commenced or
         threatened, arising out of or based on any untrue statement (or alleged
         untrue  statement)  of a material  fact  contained in the  Registration
         Statement,  or any prospectus,  or any amendment or supplement thereto,
         incident to any  offering  registered  pursuant to this  Agreement,  or
         based on any omission (or alleged omission) to state therein a material
         fact required to be stated  therein or necessary to make the statements
         therein,  in light of the  circumstances  in which  they are made,  not
         misleading,  or any  violation  by  Biomune  of any rule or  regulation
         promulgated   under  the  Securities  Act,  or  state  securities  laws
         applicable to Biomune in  connection  with any such  registration,  and
         subject to Section 3.1.3.7(c),  will reimburse Seller for any legal and
         any other out-of-pocket expenses reasonably incurred in connection with
         investigating,  preparing or defending  any such claim,  loss,  damage,
         liability  or action,  provided  that Biomune will not be liable in any
         such case to the extent that any such claim, loss, damage, or liability
         arises  out of or is based  in any  untrue  statement  or  omission  or
         alleged  untrue  statement  or omission,  made in reliance  upon and in
         conformity with written  information  furnished to Biomune by Seller or
         controlling person and stated to be specifically for use therein.

                        (b)  Seller  will,  if  shares  held  by  Seller  are
         included in the securities as to which such registration, qualification
         or  compliance  is being  effected,  indemnify  (i)  Biomune,  (ii) its
         directors,  officers, legal counsel and independent accountants,  (iii)
         each  underwriter,  if  any,  of  Biomune  securities  covered  by  the
         Registration  Statement,  (iv) each person who controls Biomune or such
         underwriter within the meaning of Section 15 of the Securities Act, (v)
         each other  holder of shares of Biomune  common  stock  included in the
         Registration  Statement and such holder's legal counsel and independent
         accountants  (each such  person  named in clauses  (i)  through  (v), a
         "Biomune  Indemnified Party") against all claims,  losses,  damages and
         liabilities (or actions in respect  thereof) arising out of or based on
         any untrue  statement (or alleged untrue  statement) of a material fact
         contained in the Registration Statement,  prospectus, offering circular
         or other  document,  or any  omission  (or alleged  omission)  to state

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<PAGE>

         therein a material fact  required to be stated  therein or necessary to
         make the statements therein not misleading, and will reimburse Biomune,
         such  other  holders,   such   directors,   officers,   legal  counsel,
         independent accountants,  underwriters or control persons for any legal
         or  any  other  expenses   reasonably   incurred  in  connection   with
         investigating  or defending any such claim loss,  damage,  liability or
         action, in each case to the extent,  but only to the extent,  that such
         untrue statement (or alleged untrue  statement) or omission (or alleged
         omission) is made in the Registration Statement,  prospectus,  offering
         circular  or other  document in reliance  upon and in  conformity  with
         written  information  furnished  to  Biomune by Seller and stated to be
         specifically  for  use  therein;   provided,   however,  that  Seller's
         obligations  hereunder  shall be  several  with all  other  holders  of
         securities  included in the  Registration  Statement  and not joint and
         shall be limited to an amount equal to the net proceeds before expenses
         and commissions to Seller of the shares sold as contemplated herein.

                        (c)  Each   Biomune   Indemnified   Party  or  Seller
         Indemnified  Party (an "Indemnified  Party")  claiming  indemnification
         under  this   section   shall  give  notice  to  the  party  from  whom
         indemnification  is sought (the  "Indemnifying  Party")  promptly after
         such Indemnified Party receives written notice of any claim as to which
         indemnity  may be sought,  and shall permit the  Indemnifying  Party to
         assume  the  defense  of any  such  claim or any  litigation  resulting
         therefrom,  provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or  litigation,  shall be approved by
         such  Indemnified  Party  (whose  approval  shall  not be  unreasonably
         withheld),  and such Indemnified  Party may participate in such defense
         at such party's  expense,  and provided further that the failure of any
         Indemnified  Party to give notice as provided  herein shall not relieve
         the Indemnifying Party of its obligations under this Agreement,  except
         to the extent,  but only to the extent,  that the Indemnifying  Party's
         ability to defend  against  such claim or  litigation  is impaired as a
         result of such failure to give notice.  Notwithstanding  the  foregoing
         sentence,  an Indemnified Party seeking  indemnification  hereunder may
         retain  its own  counsel to  conduct  the  defense of any such claim or
         litigation,  and shall be entitled to be reimbursed by the Indemnifying
         Party for  expenses  incurred by such  Indemnified  Party in defense of
         such claim or litigation, in the event that the Indemnifying Party does
         not assume the defense of such claim or  litigation  within  sixty (60)
         days after the  Indemnifying  Party  receives  notice thereof from such
         Indemnified Party.  Further,  an Indemnifying Party shall be liable for
         amounts paid in settlement of any such claim or litigation  only if the
         Indemnifying  Party  consents  in  writing  to such  settlement  (which
         consent shall not be reasonably  withheld).  No Indemnifying  Party, in
         the  defense of any such claim or  litigation,  shall,  except with the
         consent of each Indemnified Party,  consent to entry of any judgment or
         enter any settlement  which does not include as an  unconditional  term
         thereof the giving by the  claimant or  plaintiff  to such  Indemnified
         Party a  release  from  all  liability  in  respect  to such  claim  or
         litigation.

                        (d) The  obligations of Biomune and Seller under this
         Section  3.1.3.7 shall survive the  completion of any offering of stock
         in a Registration Statement under this Agreement and otherwise.

         3.2      Fair Consideration.  Buyer and Seller acknowledge that the
Purchase Price is full, fair and sufficient consideration for the Transferred
Assets.

         3.3  Satisfaction  and Release of Claims.  The parties  agree that the
Purchase Price shall be paid in full satisfaction of any and all claims existing
between Seller  (including  Medical Foods,  Inc,  Seller's  predecessor in
interest) and Buyer (including Biomune) that either  party  has or may have as a
result of pre-existing  business  relationships  between  Seller and Buyer
concerning the Transferred Assets.  Following payment of the Purchase Price and
the issuance of the Biomune  Common Stock,  neither party shall have any further
obligations to the  other  party or its  affiliates,  except  as  expressly  set

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<PAGE>

forth in this Agreement  or as the parties may  hereafter  agree in writing.
Effective at the Closing, each party hereby releases the other party and its
officers, directors, employees, agents, parent companies, subsidiaries,
successors, assigns from any and all claims, damages,  demands, costs, causes
ofaction, and compensation of every kind and nature,  known or  unknown,  fixed
or  contingent,  to which such party may have  otherwise  been  entitled  as a
result of any  events  that have occurred prior to the Closing Date.

         3.4 Allocation of Consideration. The parties agree that the Purchase
Price shall be allocated in accordance with this Section 3.4, as set forth
below. Each party agrees to reflect the Transferred Assets and covenants not to
compete or solicit on their  respective  books for tax reporting  purposes in
accordance  with such allocation and to file all tax reports in accordance with
such  allocation.  The consideration paid shall be allocated as follows:

         Seller's transfer of its interests in the Transferred Assets: fifty
         percent (50%)
         Seller's covenant not to compete or solicit: fifty percent (50%).

4 CLOSING;  DELIVERIES.  The closing of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall take place at the offices of Buyer at 2401 S.
Foothill Drive,  Salt Lake City, Utah 84109,  and shall occur seven (7) business
days after the  Effective  Date,  or at such other time as the parties may agree
(the "Closing Date"). All  representations and warranties of each party shall be
true as of the time  initially  made on the  Effective  Date,  as well as on the
Closing Date.

         4.1      On or before the Closing Date, Seller shall deliver the
following items to Buyer:

                  (a)      a Bill of Sale in the form attached as Exhibit A;

                  (b)      trademark and patent assignments in the forms
                  attached as Exhibits B and C;

                  (c)      the Buyer License Agreement in the form attached as
                  Exhibit D; and

                  (d)      all other Deliverables.

         4.2      On or before the Closing Date, Buyer shall deliver the
following items to Seller:

                  (a)      the Buyer License Agreement in the form attached as
                  Exhibit D;

                  (b)      certificates representing the shares of Biomune
                  Common Stock; and

                  (c)      the cash payment of funds, via wire transfer, as
                  described in Section 3.1.1.

5        SELLER'S WARRANTIES.  Seller hereby represents, warrants, and covenants
to Buyer as follows:

         5.1      Authority and Power. Seller is a corporation, legally
organized and existing and in good  standing  under the laws of the state of
Delaware. Seller has the corporate power to enter into and perform this
Agreement according to the terms and conditions of this Agreement. Any corporate
action on the part of Seller necessary for the authorization, execution,
delivery and performance of this Agreement and any other agreements contemplated
hereby has been taken. This Agreement and any other agreements contemplated
hereby, when  executed  and delivered by Seller,  will  constitute  valid and
binding  obligations of Seller enforceable in accordance with their respective
terms except as such enforcement may be limited by  bankruptcy,  insolvency or
other  similar laws  affecting the enforcement of creditors'  rights  generally
and except that the availability of equitable  remedies is subject to the

                                        8
<PAGE>

discretion  of the court before which any proceeding therefor may be brought.

         5.2      No Violation. The execution,  delivery and performance of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not (i) materially  modify,  breach or constitute grounds for the
occurrence  or declaration  of a material  default  under any material agreement
by which the Transferred  Assets may be bound or  affected;  (ii)  result in the
creation or imposition  of  (or  the  obligation  to  create  or  impose)  any
Lien  on the Transferred  Assets;  (iii) to the best  knowledge  of Seller,
violate any law, regulation, order, judgment or decree of any court or
governmental  agency; or (iv) violate any  provision of the  Certificate  of
Incorporation  or bylaws of Seller.

         5.3      No Third Party Agreements or Consents. Other than as described
on  Schedule 5 attached  hereto,  (a)  there are no  contracts,  agreements  or
understandings materially  affecting the Transferred  Assets, and (b) no consent
of any person not a party to this  Agreement  is required to be obtained on the
part of Seller to permit the  consummation of the  transactions  contemplated by
this Agreement (including without limitation the transfer to Buyer of all
Seller's right, title and interest in and to the Transferred Assets).

         5.4      No  Litigation, Product  Liability  Claims,  Etc.  There is no
litigation, investigation,  arbitration or other proceeding (formal or informal)
pending or, to the  knowledge of Seller,  threatened  against or affecting  the
Transferred Assets,  the  result  of which  could  have a  material  adverse
effect  on the Transferred  Assets or Buyer's  ability to freely use, market and
distribute the Transferred Assets; nor does Seller know or have reason to know
of any basis for the  same.  The  Product  is not the  subject  of any  pending
or,  to the best knowledge of Seller, threatened claim for  breach  of  warranty
or  product liability known to Seller.

         5.5      No Broker's Fees. Seller has not incurred, and will not incur,
directly or indirectly,  as a result of any action taken by it, any  liability
for brokerage or finders'  fees or agents'  commissions  or any similar  charges
in connection with  this  Agreement  that may be  imposed  against  Buyer.
Seller agrees to indemnify  and hold  harmless  Buyer from and against any claim
for brokerage or similar fees relative to the transaction contemplated hereby.

         5.6      Title.  Seller  has good  and  marketable  title to all of the
Transferred Assets,  free and clear of any  Liens.  Prior to the  Closing  Date,
Seller has provided to Buyer a complete copy of all relevant  documentation and
information with respect to (i) the buyout of all interests (including the
royalty interest) of Beth Israel Deaconess  Medical Center in the Product and
Transferred  Assets; and (ii) the  settlement  of all  claims of Baker  Norton
Pharmaceuticals with respect to the Product.  The Transferred  Assets,  together
with the license granted to Buyer under the Buyer License Agreement,  constitute
all property, assets  and  contractual  rights  necessary for  the  manufacture,
supply  and commercial sale of the Product, as such business is currently
conducted.

         5.7      Intellectual  Property.  Other than the  patents  and  patent
applications included as part of the Intellectual Property, Seller has no issued
patents, patent applications  pending, or patent applications or continuations
currently being prepared or under  consideration  by Seller,  that cover any
aspect of the Product. Any proprietary information relating to the Transferred
Assets has been treated as proprietary and confidential by Seller.

         5.8     Compliance with Laws.  Seller is in compliance  with all
material statutes, laws, rules and regulations  with respect to or affecting the
ownership and use of the Transferred Assets.


                                        9
<PAGE>

         5.9      No  Fraudulent Conveyance.  Seller is not now insolvent  and
will not be rendered insolvent by the sale of the Transferred Assets under the
terms of this Agreement. The transactions contemplated by this Agreement will
not  constitute a fraudulent  conveyance  or any  act  with  similar  potential
consequences,  or otherwise give any creditor of Seller rights to any of the
Transferred Assets.

         5.10     Noninfringement,  Etc. The Transferred Assets (i) to the best
knowledge of Seller, do not violate any copyright,  trade secret, trademark,
patent or other proprietary right of any third party; (ii) to the best knowledge
of Seller, are not derived from any legally  protectible third  party  materials
and do not contain any materials owned by third parties, except as set forth in
Schedule 5; and (iii) are not subject to any third  party  royalty  obligations
or other material  obligations,  except as set forth in Schedule 5. Other than
Seller and those third parties listed in Schedule 5, all persons developing or
creating any part of the Transferred Assets either were acting as employees of
Seller or have executed  agreements  adequate  to assign  any  interest they may
have in their creation to Seller.  The patents listed on Schedule 1.5 constitute
all of the patents and patent applications  included as part of the Intellectual
Property. To the best  knowledge of Seller,  all patent  applications  listed
therein have been  filed and  prosecuted  in good  faith as  required  by law
and are in good standing.  No third party has notified  Seller of any claim of
infringement  by Seller of any patents  or other  intellectual  property  rights
of  others in connection with the patents  included as part of the Intellectual
Property.  To the best  knowledge of Seller,  no  interference  or  opposition
proceeding  is pending  or  threatened  relating  to  the  patents  included  as
part  of  the Intellectual Property. Except as contemplated by this Agreement,
Seller has not granted  any person or entity any right to use the  patents
included as part of the Intellectual Property for any purpose.

         5.11     Taxes and  Audits.  To the extent that a failure to do so
would adversely affect Buyer or the Transferred Assets, (a) Seller has timely
filed  all federal, state and other  returns and  reports  ("Returns")  relating
to  taxes or other governmental charges, obligations, filings or fees, including
without limitation income,  business,  sales  or use,  employment,  withholding
and  secondary  or transferee  liability for taxes and any related interest or
penalties ("Taxes"); (b) Seller's  Returns are true and correct and were
completed in accordance with applicable  laws;  (c)  Seller has paid all Taxes,
if any,  due and  payable in connection with Seller's  business and its use and
ownership of the Assets;  (d) Seller  has  withheld  all  required  amounts  and
paid  such  amounts  to  the appropriate governmental authority; and (e) there
are no current liens for Taxes and  no  pending  or  threatened  audits,
examinations,  assessments,  asserted deficiencies  or claims for  Taxes.  There
have been no governmental or other challenges to the status or validity of
Seller or its ability to transfer of the Product to Buyer.

         5.12     Accuracy of Documents and Due Diligence Materials.  All
documents provided to Buyer by Seller pursuant to or in connection with this
Agreement, including due diligence materials, are true and accurate in all
material respects.

6 BUYER'S AND BIOMUNE'S  WARRANTIES Each of Buyer and Biomune hereby represents,
warrants, and covenants to Seller as follows:

         6.1      Authority and Power. Buyer is a corporation, legally organized
and existing. Buyer has the corporate power to enter into and perform  according
to the terms and  conditions of this  Agreement.  Any  corporate  action on the
part of Buyer necessary for the  authorization,  execution,  delivery and
performance of this Agreement and any other agreements  contemplated  hereby has
been taken.  This Agreement and any other agreements contemplated  hereby,  when
executed and delivered by Buyer, will constitute  valid and binding  obligations
of Buyer enforceable in accordance with their respective terms except as such
enforcement may be limited by  bankruptcy,  insolvency or other  similar laws
affecting the enforcement of creditors'  rights  generally and except that the
availability of equitable  remedies is subject to the  discretion  of the court
before which any proceeding therefor may be brought.


                                       10
<PAGE>

         6.2      No Violation. The execution,  delivery and performance of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not (i) materially   modify,   breach  or  constitute  grounds
for the  occurrence  or declaration  of a material  default  under any  material
agreement by which the Transferred  Assets may be bound or  affected;  (ii)
result in the  creation or imposition  of  (or  the  obligation  to  create  or
impose)  any  Lien  on the Transferred  Assets;  (iii) to the best  knowledge of
Seller,  violate any law, regulation, order,  judgment or decree of any court or
governmental  agency; or (iv) violate any provision of the Articles of
Incorporation or bylaws of Buyer.

         6.3      No Litigation,  Etc. There is no litigation,  investigation,
arbitration or other  proceeding  (formal or informal)  pending or, to the
knowledge of Buyer, threatened against or affecting Buyer, the result of which
could have a material adverse effect on Buyer's ability to purchase the
Transferred  Assets or pay to Seller the  consideration  set forth in Section
3.1; nor does Buyer know or have reason to know of any basis for the same.

         6.4      No Broker's Fees.  Buyer has not incurred, and will not incur,
directly or indirectly, as a result of any action taken by it, any liability for
brokerage or finders'  fees or agents'  commissions  or any similar  charges in
connection with  this  Agreement  that may be  imposed  against  Seller.  Buyer
agrees  to indemnify and hold  harmless  Seller from and against any claim for
brokerage or similar fees relative to the transaction contemplated hereby.

         6.5      Issuance  of  Shares.  The shares of Biomune Common Stock have
been duly authorized  and, when issued  pursuant to the terms of this Agreement,
will be validly issued, fully paid and nonassessable.

7        INDEMNIFICATION

         7.1      Seller's  Duty to  Indemnify.  Seller agrees to indemnify and
hold Buyer and its affiliates harmless from  all claims,  losses,   liabilities,
damages, deficiencies,  costs,  penalties,  interest and expenses,  including
reasonable attorneys' fees and expenses of  investigation  (a "Loss")  incurred
by Buyer or any of its  affiliates  relating to or resulting  from (i) any
inaccuracy  of a representation  or breach of any  warranty  of  Seller,  or
failure by Seller to perform or comply with any covenant, that is contained
herein or in any exhibit, schedule or other document delivered in connection
with this Agreement by Seller or its representatives;  (ii) any claim or action
by any third party questioning the  validity  of or  seeking  to  rescind
Seller's  transfer  of  any  of  the Transferred Assets to Buyer;  (iii) any
liabilities,  obligations or commitments of, or claims  against,  Seller,  or
against or involving any of the Transferred Assets  arising out of any act or
omission of Seller prior to the Closing  Date; or (iv) any  claim of
infringement  of any copyright, trade  secret  or other personal or  proprietary
right relating to the  Transferred  Assets in the form transferred  by Seller to
Buyer  (excluding  trademarks  and patents,  which are covered  solely under
Sections  5.10 and  7.1(i)).  In no event shall Seller be liable for, or subject
to indemnification  obligations for, any claim or loss to the extent it arises
out of  modifications  or  changes to the  Product  made by Buyer.  In no event
shall  Seller be liable  for, or subject to  indemnification  obligations  for,
any claim or loss to the extent it arises out of modifications or changes to the
Transferred Assets made by Buyer.

         7.2      Buyer's Duty to Indemnify. Buyer agrees to indemnify and hold
Seller and its affiliates  harmless from any Loss  incurred by Seller or any of
its  affiliates relating to or resulting from (i) any inaccuracy of a
representation  or breach of any  warranty  of Buyer,  or failure  by Buyer to
perform or comply with any covenant, that is contained herein or in any exhibit,
schedule or other document delivered in connection with this Agreement by Buyer
or its representatives; and ii) any liabilities,  obligations or commitments of,
or claims against, Seller, or against or involving any of the Transferred Assets
arising out of any act or omission of Buyer after the Closing Date.


                                       11
<PAGE>

8        CONFIDENTIALITY.

         8.1      Confidential Information.  Seller acknowledges that, after the
Closing Date, the Transferred Assets will constitute proprietary and
confidential  information of Buyer  ("Confidential  Information"),  and  agrees
that it will not use such Confidential Information  or disclose  it to any third
party  without the prior written  consent of Buyer;  provided, however, that the
foregoing  restriction shall not apply to any portion of the Confidential
Information  which (a) is or becomes generally available to the public in any
manner or form through no fault of Seller or its  employees,  agents or
representatives,  or (b) is  rightfully received from another source on a
non-confidential basis, or (c) is released for disclosure with Buyer's prior
written consent,  or (d) is required by a court or a  governmental  agency to be
disclosed or is otherwise required by law, or is necessary in order to establish
rights under this  Agreement; provided, that, with  respect to clause (d) above,
Seller  shall  first  notify  Buyer of such required  disclosure and shall take
such steps as Buyer shall reasonably request to limit the scope of such
disclosure and otherwise protect the  confidentiality of the Confidential
Information.  Without limiting the foregoing, the terms and conditions of this
Agreement shall be considered  confidential  and shall not be disclosed
(except to either party's attorneys and accountants on a need-to-know basis)
without  the prior  written  consent of the other  party,  except to the
extent  reasonably  necessary  for  purposes  of this  Agreement  or in order to
fulfill obligations under this Agreement.

         8.2      Public  Announcements.  The parties agree to coordinate and
agree in advance with respect to both the  timing  and  contents  of any  public
announcements relating to this Agreement or the transactions contemplated
hereby. Each party shall have the right to review and approve, prior to
publication, the content of any press releases or public communications relating
to such party and this Agreement that are  distributed or published by the other
party.  Approval shall not be unreasonably  withheld or delayed.  Each party
shall cooperate reasonably in supplying requested information and quotes for
appropriate press releases.

9        Covenants Not to Compete or Solicit.  In consideration of the payments
set forth in Section 3, the parties agree as follows:

         9.1      Covenant Not to Compete.  Seller hereby covenants and agrees
that during the period commencing on the Closing Date and continuing until the
tenth anniversary thereof, it will not, directly or indirectly,  without the
prior written consent of Buyer,  develop,  market or sell, or assist in the
development,  marketing or sale  of,  any  timed-release  glucose  product  for
people  with  diabetes  or hypoglycemia,   or  any  other  product  for  the
nutritional   management  of hypoglycemia,  throughout the world (a "Competitive
Product"); including without limitation  providing  consultative  services,
owning,  managing,   operating, participating  in,  controlling,  or being
connected as a majority  stockholder, partner, or otherwise  with any  business,
individual  or entity that creates, develops  or markets a  Competitive Product,
except as otherwise  provided in Section 9.2 below. The parties acknowledge that
the worldwide  geographic scope of this  covenant is reasonably  necessary to
protect  Buyer's  interests,  that Buyer is currently  marketing  the Product
throughout  the United States and in several  additional  countries,  and that
there are  currently  plans to pursue marketing  the  Product  in other  foreign
countries  and  markets  within  the foreseeable future.

         9.2      Investment in Competing Businesses. Notwithstanding anything
to the contrary in this  Agreement,  the parties  hereby  acknowledge  and agree
that nothing in Section  9.1 above  shall  prevent or  prohibit  Seller  from
investing  in any business or entity,  or any division or other portion of any
business or entity, which derives sales or revenues from the commercialization,
sale or importing of a Competitive Product; provided,  however, if Seller owns
more than five percent (5%) of the stock or other  ownership  interests in any
such business or entity, then Seller shall divest itself of the excess ownership
interests  in such business  or  portion  of such  business  on  reasonable
commercial  terms  and conditions until its ownership is five percent (5%) or
less of the business.


                                       12
<PAGE>

         9.3      Non-Solicitation  Covenant. Seller covenants and agrees that
for a period of two (2) years from the Closing  Date,  it will not do  anything,
directly  or indirectly, which would solicit away from Buyer or otherwise tend
to divert from Buyer any business with a customer or prospective customer of
Buyer;  including, without  limitation,   by  providing  customers'  names,
contacts  or  business information to a competitor of Buyer; or solicit, recruit
or otherwise cause any employee of Buyer to cease providing services  for Buyer;
provided,  that the foregoing shall not apply to any generally-circulated
advertisement of Seller.

         9.4      Acknowledgements;  Injunctive Relief. Seller hereby
affirmatively represents that it acknowledges  and agrees that (i) substantial
and valuable good will has developed  through the parties'  efforts with respect
to the business of selling the Product,  which is being transferred to Buyer by
this Agreement and which is intended to be protected, in part,  by this  Section
9; (ii) in  addition  to patents and patent rights,  there are substantial trade
secret elements related to the Product, including with respect to its
ingredients, recipes, formulae and production  methods,  which are also intended
to be protected by this Section 9; (iii) Buyer has a legitimate business purpose
in requiring  Seller to abide by the restrictive  covenants  contained in this
Section 9; (iii) the  restrictions contained  herein are  reasonably  necessary
given  Seller's  knowledge  of the Product  and  related  trade  secrets,  and
its  unique and valuable role in developing  the Product;  and (iv)  competition
by Seller with the Product would severely injure Buyer, and monetary damages
would be difficult if not impossible to ascertain.  In light of the foregoing
and the consideration given by Buyer under this Agreement,  Seller  specifically
agrees that in the event it violates any of the  provisions of this Section 9,
irreparable  harm will occur and thus shall be presumed  and Buyer shall be
entitled to an immediate  injunction  from any court of competent jurisdiction.
Seller specifically releases Buyer from the requirement of posting any bond in
connection  with  temporary or  interlocutory injunctive  relief,  to the extent
permitted by law. Seller covenants and agrees not to argue in any claim or
proceeding that Buyer has an adequate remedy at law with respect to any breach
of this covenant.

         9.5      Severability.  In the event that any restriction or term
herein is deemed to be  unreasonable  or invalid by a court of  competent
jurisdiction,  then it is agreed  that such court shall  reduce or modify such
term to the minimum  extent necessary  to  make it  reasonable,  valid  and
enforceable  in the  applicable jurisdiction of such court.  If such term cannot
be so reduced or modified,  it shall be severed and all other terms and
restrictions  of this Agreement  shall remain in ful  force and effect and shall
be  interpreted  in such a way as to give maximum validity and enforceability to
this Agreement. Sections 9.1 and 9.2 are  intended to be construed  as a series
of separate  covenants,  one for each city, county,  state,  country or
geographic area in which Buyer does or intends or attempts to do business.
Except for geographic coverage,  each such separate covenant shall be deemed
identical in terms.

10       Breach of Agreement;  Remedies.  If either party  believes that the
other has materially  breached any  provision of this  Agreement,  the party
alleging the breach shall  deliver  notice to the other party,  specifying  the
nature of the alleged  breach.  The party  alleged to be in breach  shall have
sixty (60) days from the date of mailing of such  notice in which to attempt to
cure the alleged breach.  During such sixty (60) day period,  either party may
request a personal meeting  between the parties in which to  negotiate  in good
faith to attempt to resolve the dispute. If such negotiations  are  unsuccessful
and the alleged breach has not been cured by the end of such  sixty (60) day
period, the party alleging the breach may pursue any and all rights and remedies
that it has under this Agreement, at law or in equity, in any judicial or
arbitration proceedings; provided,  however,  that  Seller  agrees  that, except
in the event of Buyer's failure to deliver the Purchase Price set forth in
Section 3,  rescission  shall not be a remedy that is available to Seller.


                                       13
<PAGE>

11  LIMITATION  OF  LIABILITY.  IN NO EVENT SHALL  EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING
OUT OF OR IN CONNECTION  WITH THIS  AGREEMENT,  WHETHER OR NOT SUCH DAMAGES WERE
FORESEEN OR UNFORESEEABLE;  PROVIDED,  HOWEVER, THAT THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7
ABOVE.

12       Miscellaneous.

         12.1     Expenses.  Buyer and  Seller  shall each bear its own legal
fees and other expenses incurred by it in connection with the negotiation of
this Agreement and the carrying out of the transaction contemplated hereby.

         12.2     Additional  Actions  and  Documents.  Each party  agrees to
perform  such additional  acts and to execute such  additional documents  as are
reasonably necessary to carry out the  transactions  contemplated  by this
Agreement and to assist  Buyer to obtain,  perfect and  protect its  interest in
the Product and other Transferred Assets.

         12.3     Notice.  All notices  between the parties  shall be in writing
and shall be sent by certified or registered mail or commercial  overnight
delivery service, with  provisions  for a receipt,  to the address of the other
party listed below (or to such other address as a party may furnish to the other
in writing):

If to Buyer:    Mr. Peter J. Vitulli      If to Seller:   Randy E. Olshen
                Amerifit Nutrition, Inc.                  Optim Nutrition, Inc.
                166 Highland Park Drive                   2401 S. Foothill Dr.
                Bloomfield, CT 06002                      Salt Lake City, UT
                                                          84109

With a copy to: Mintz, Levin, Cohn,       With a copy to: Kevin R. Pinegar
                 Ferris,Glovsky &                         Durham Jones & Pinegar
                 Popeo, P.C.                              50 South Main
                One Financial Center                      Suite 850
                Boston, MA  02111                         SaltLake City, UT
                Attn:  Douglas A. Zingale                 84144

         12.4     Entire  Agreement;  Amendment;  Waiver.  This Agreement,
together with the Exhibits and Schedules hereto,  which are incorporated herein
by reference,  and the additional  documents required to be delivered pursuant
hereto,  constitutes the  complete   agreement  between  the  parties  and
supersedes  all  previous representations,  written or oral, with respect to the
Product or other subject matter of this Agreement. Except as otherwise expressly
provided herein,  this Agreement may be modified or amended only by a writing
signed by duly authorized representatives of both parties.  The waiver by either
party of any default or breach of this  Agreement, or any obligation  hereunder,
shall be ineffective unless in writing, and shall not constitute a waiver of any
subsequent breach or default.  No failure to exercise  any right or power under
this  Agreement or to insist on strict  compliance by the other party shall
constitute a waiver of the right in the  future to exercise such  right or power
or to  insist on strict compliance.

         12.5     Legal Proceedings. The parties agree: (i) this Agreement shall
be construed in accordance  with the internal laws of the State of Utah; (ii) if
any dispute arises  concerning  this  Agreement, such action shall be brought in
a state or federal  court in the state where the  defendant's  principal  office
is located (i.e.,  Utah court if Buyer is the defendant and Connecticut court if
the Seller is the  defendant),  and such court shall have exclusive jurisdiction
over any dispute concerning this Agreement and each party hereby consents to the
personal jurisdiction of such court; and (iii) in the event that a dispute shall
arise concerning  this  Agreement,  the prevailing  party shall be entitled to
recover from the  non-prevailing  party all  attorneys'  fees and costs incurred
by the prevailing  party in connection  with such dispute, regardless of whether
such dispute results in the filing of a lawsuit.


                                       14
<PAGE>

         12.6     Cumulative Remedies.  All rights and remedies provided in this
Agreement, at law or in equity are cumulative.

         12.7      Severability.   If  any  term  of  this  Agreement  is  held
invalid  or unenforceable  by a court or  arbitrator of competent  jurisdiction,
such terms shall be reduced or otherwise  modified by such  court or  arbitrator
to the minimum extent necessary to make it valid and  enforceable.  If such term
cannot be so modified,  it shall be severed and the remaining  terms of this
Agreement shall  be  interpreted in such a way as to give maximum  validity  and
enforceability to this Agreement.

         12.8     Binding  Effect.  This  Agreement  is binding  upon and shall
inure to the benefit of the  parties and their  respective  successors,
representatives  and assigns.  Buyer may assign this  Agreement  and Buyer's
rights and  obligations hereunder, including  Buyer's rights as the  beneficiary
of Seller's  covenants under  Section 9, to any third  party.  Seller may not
assign this  Agreement or delegate its obligations hereunder without Buyer's
prior written consent, except that  Seller  may assign to any third  party the
right to receive  consideration paid hereunder.

         12.9      Force  Majeure. Neither party shall be liable for any failure
or delay in performing hereunder, if such failure or delay is due to war,
strike, government requirements,  acts of nature, acts or omissions of carriers,
or other cause(s) beyond its reasonable control.

         12.10    Counterparts.  This Agreement may be executed in counterparts,
and all counterparts shall be deemed to be one and the same agreement.

         12.11    No Agency.  The parties are independent contractors,  and this
Agreement shall not be construed to create any agency or partnership between
them. Neither party has  authority to bind the other,  to incur any liability or
act on behalf of the other, or to direct the other's employees.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
Effective Date.

Amerifit Nutrition, Inc.                 Optim Nutrition, Inc.

By:    /s/ Peter J. Vitulli              By:
   ------------------------------------     -----------------------------------
    Peter J. Vitulli, President and CEO     Randy E. Olshen, President
    01/13/00
---------------------------------------  --------------------------------------
     Date                                   Date

                                       15
<PAGE>


                         LIST OF EXHIBITS AND SCHEDULES

Schedule 1.3:     Deliverables
Schedule 1.5:     Intellectual Property
Schedule 1.6:     Licenses
Schedule 5:       Exceptions to Warranties

Exhibit A:        Bill of Sale
Exhibit B:        Trademark Assignment

Exhibit C:        Patent and Patent Application Assignment
Exhibit D:        Buyer License Agreement

                                       16
<PAGE>


                                  SCHEDULE 1.3

                                  Deliverables

Any and all records and files associated with the Transferred Assets,  including
those relating to customers, retailers,  wholesalers, contract manufacturers and
Intellectual Property.

                                       17
<PAGE>



                                  SCHEDULE 1.5

                              Intellectual Property

A.)      All right, title and interest in and to all patents, patent
         applications, and related documentation with respect to the Product,
         specifically including the following:

         (i)      U.S. Patent No. 5,866,555
         (ii)     CIP U.S. Application # 09/241,004
         (iii)    all foreign patents and patent application filings,  including
                  PCT application,  with Designated Office  Requirements met, in
                  EPO, China, Brazil, Israel, and Japan
         (iv)     All tangible  intellectual property files related to the above
                  patent and applications,  including those in the possession or
                  control of  Seller's  intellectual  property  firm,  Hamilton,
                  Brook, Smith & Reynolds of Lexington, Massachusetts
         (v)      Any other files related to NiteBite patents and/or
                  applications, foreign or domestic

B.)      All right, title and interest in and to all trademarks related to the
         Product, as well as accompanying documentation, including:

         (i)      NiteBite(R)trademark.
         (ii)     All trademark files related to the foregoing, including those
                  in the possession or control of Peter Nils Baylor, Esq. and
                  Nutter, McClennen, & Fish of Boston, Massachusetts.
         (iii)    All foreign trademark  rights,  registrations and applications
                  with  respect to  NiteBite(R).  The parties  acknowledge  that
                  NiteBite  has  been   registered  as  a  trademark  in  Chile,
                  Argentina,  Brazil,  ___________,  and that  applications  for
                  trademark registration of NiteBite have been filed in        .
                                                                        -------
C.)      All right, title and interest in and to the internet domain name:
         www.nitebite.com.

D.)      All right, title and interest in the following toll free phone number:
         1-800-795-1880.

         All right, title and interest in and to the copyright (owned by Medical
         Foods,  Inc.,  1997) in the  paper  entitled,  "Timed-Release  Glucose:
         Nutritional  Management  of  Hypoglycemia",  written  by Drs.  Bell and
         Forse, which is the original,  in-house  publication of this paper. The
         parties  acknowledge  that this paper was later edited and published by
         The Diabetes Educator. The Diabetes Educator owns the copyright for the
         version  of  the  article  published  by  it,  and  Buyer  will  not be
         transferred ownership of that particular copyright.

                                       18
<PAGE>


                                  SCHEDULE 1.6

                                    Licenses

None.

                                       19
<PAGE>



                                   SCHEDULE 5

                            Exceptions to Warranties

Section 5.3:  Third Party Agreements or Consents:
------------------------------------------------
Supply Agreements with Nellson Nutraceutical
Technology Purchase and Sale Agreement between Seller and Beth Israel Deaconess
Medical Center (to be consummated prior to Closing)

Section 5.10:  Exceptions to Title:
----------------------------------
Materials owned by third parties: Formulae, etc., owned by Nellson
Nutraceutical, as set forth in the Assumed Contract (as may be modified by the
current Supply Agreement between Nellson Nutraceutical and Optim Nutrition)

Non-employees creating portions of the Transferred Assets:
Beth Israel Deaconess Medical Center

                                       20
<PAGE>



                                    EXHIBIT A

                              FORM OF BILL OF SALE

For the sum of ten dollars  ($10.00) and other good and  valuable  consideration
paid to  Amerifit  Nutrition,  Inc.,  a  corporation  located  in the  State  of
Connecticut  ("Seller"),  the receipt and sufficiency of which are acknowledged,
Seller sells, transfers,  conveys and assigns to Optim Nutrition, Inc. ("Buyer")
all right, title and interest in and to the intellectual property related to the
NiteBite(R) product (the "Product",  as more specifically described in the Asset
Purchase  Agreement  executed  by Seller  and Buyer of even date  herewith  (the
"Purchase  Agreement"))  developed  by  Seller,  as  described  in the  Purchase
Agreement,  as well as the other  Transferred  Assets  listed and defined in the
Purchase Agreement,  free and clear of all liens, security interests,  claims or
other restrictions, limitations and encumbrances.

This  Bill  of  Sale  is in  accordance  with,  and is  subject  to,  all of the
representations,  warranties, covenants and exclusions set forth in the Purchase
Agreement.

Seller shall, at Buyer's request,  execute and deliver such further  instruments
of sale,  assignment  and transfer  and take such  further  actions as Buyer may
reasonably  request in order to vest in Buyer and put Buyer in possession of the
Product and Transferred Assets and assure to Buyer the benefits thereof.

In witness  whereof,  Seller has  executed  this Bill of Sale as of the date set
forth below.

Amerifit Nutrition, Inc.                    Optim Nutrition, Inc.

By:                                         By:
   -----------------------------------         --------------------------------
   Peter J. Vitulli, President and CEO         Randy E. Olshen, President

Date:                                       Date:
     ----------------------------------          ------------------------------


                                       21
<PAGE>



                                    EXHIBIT B

                          FORM OF TRADEMARK ASSIGNMENT

For the sum of ten dollars  ($10.00) and other good and  valuable  consideration
paid to Amerifit  Nutrition,  Inc.  ("Seller"),  the receipt and  sufficiency of
which are acknowledged,  Seller sells,  transfers,  conveys and assigns to Optim
Nutrition, Inc. ("Buyer") all right, title and interest in and to the trademarks
and any registrations and pending registrations therefor (the "Trademarks"), all
as listed in Attachment 1 hereto,  including all associated  goodwill,  together
with the right to sue and recover for any past  infringements of the Trademarks,
and the right to file any domestic and foreign  applications with respect to the
Trademarks under any law, convention or treaty.

Seller  further  sells,  assigns and  transfers  to Buyer any and all  renewals,
extensions and  continuations of the Trademarks,  secured or to be secured under
the United States  trademark law or any other trademark law (statutory or common
law) now or hereafter in effect in the United  States or any other  countries or
pursuant to any treaties or conventions.

Seller  agrees to  cooperate  with  Buyer,  to execute  and  deliver  such other
documents,  instruments of sale,  assignment,  transfer and recordation,  files,
books  and  records  and to do all such  further  acts as Buyer  may  reasonably
request to secure for Buyer,  and its successors and assigns,  the entire right,
title and interest in and to the Trademarks.

In witness whereof, Seller has executed this Trademark Assignment as of the date
set forth below.

Amerifit Nutrition, Inc.                    Optim Nutrition, Inc.

By:                                         By:
   ------------------------------------        --------------------------------
    Peter J. Vitulli, President and CEO         Randy E. Olshen, President

---------------------------------------     -----------------------------------
    Date                                        Date


                                       22
<PAGE>




                      ATTACHMENT 1 TO TRADEMARK ASSIGNMENT

Federally Registered Trademark:
------------------------------
NiteBite(R)




                                       23
<PAGE>





                                    EXHIBIT C

                               A S S I G N M E N T

         This Assignment  ("Assignment") is made and entered into as of the ____
day of __________________,  1999, by Amerifit Nutrition, Inc. ("Assignor") in
favor of Optim Nutrition ("Buyer").

1.       RECITALS AND REPRESENTATIONS:

         A.       Assignor owns the right, title,  and  interest  in and to the
following  (collectively  the "Property"):

                  United States Patent ______ and Patent  Application  ________,
         and the invention(s) therein described ("Invention");  [add any foreign
         patents and patent applications];

                  The entire right,  title and interest in said Invention in the
         above-identified United States patent and patent application and in all
         divisions, continuations and continuations-in-part of said application,
         or reissues or extensions of Letters Patent or Patents granted thereon,
         and in all corresponding applications filed in countries foreign to the
         United States,  and in all patents issuing thereon in the United States
         and Foreign countries;

                  The  right  to  file  foreign  patent   applications  on  said
         Invention  in  its  own  name,  wherever  such  right  may  be  legally
         exercised,   including   the  right  to  claim  the   benefits  of  the
         International Convention for such applications;

                  The entire right,  title and interest to any and all developed
         ideas,  trade  secrets,  confidential  information,  and  copyrightable
         matter directly related to said Invention; and

                  All extensions, modifications, new developments, improvements,
         supplements,   technical  data,  scientific  know-how,  and  all  other
         property,   legal,  equitable,  and  contractual  rights  directly  and
         indirectly  relating  to  said  Invention,   whether  now  existing  or
         hereafter arising.

         B.       Assignor desires to transfer all of its claims,  right,  title
and interest to any or all of the Property to Buyer, and Buyer desires to secure
same.

2.       GRANT

         A.       In consideration of  $______  and  other  good  and   valuable
consideration  paid to Assignor by Buyer,  the receipt and  sufficiency of which
Assignor hereby acknowledges, Assignor hereby assigns to Buyer its entire claim,
right, title, and interest in the Property and in any portion thereof.


                                       24
<PAGE>

3.       MISCELLANEOUS

         A.       Assignor hereby authorizes  and  requests  the  United  States
Commissioner  of Patents and  Trademarks,  and such Patent  Office  officials in
foreign  countries as are duly authorized by their patent laws to issue patents,
to issue  any and all  patents  on said  Invention  to Buyer as the owner of the
entire interest, for the sole use and benefit of Buyer, its successors,  assigns
and legal representatives.

         B.       Assignor hereby agrees, without further consideration to give
a full and frank disclosure of all information   necessary  or  related  to  the
implementation  of  the  above-identified  invention  which  includes  by way of
example and not by limitation,  manufacturing  and industrial  concepts,  ideas,
formulas,  trade secrets,  technical  expertise,  and  specifications.  Assignor
further agrees to provide all documents,  drawings,  schematics, and things used
to develop, implement, and reduce the invention to practice.

         C.       Assignor hereby agrees, without further  consideration  and
without expense to it, to sign all lawful papers and to perform all other lawful
acts which Buyer may request to make this assignment fully effective, including,
by way of example but not of limitation, the following:

                  Prompt  execution  of all  original,  divisional,  substitute,
         reissue,  and other United States and foreign  patent  applications  on
         said Invention,  and all lawful documents requested by Buyer to further
         the prosecution of any of such patent applications; and

                  Cooperation to the best of its ability in the execution of all
         lawful documents, the production of evidence,  nullification,  reissue,
         extension, or infringement proceedings involving said Invention.

         D.       This Assignment and the terms of agreement  herein shall be
binding upon  Assignor's  successors and legal representatives.

         E.       This Assignment contains the entire agreement  between the
parties hereto  with  respect to the  subject  matter  hereof.  This  Assignment
may be amended, modified, superseded, canceled, renewed, or extended and the
terms and conditions  hereof  may be  waived  only by a written  instrument
signed by the parties or, in the case of a waiver, by the party waiving
compliance.

         F.       This Assignment shall be governed by and construed in
accordance with federal law and with the laws of the State of Utah, and any
lawsuit arising therefrom  shall be heard in a court of competent  jurisdiction
in the State of Utah.

                                       25
<PAGE>

         G.       In the event that any condition, covenant, or other provision
herein contained  is held to be  invalid  or  unenforceable  by any court of
competent jurisdiction,  the same shall be deemed  severable  from the remainder
of this Assignment  and shall in no way affect any other  covenant or  condition
herein contained.  If such  condition,  covenant,  or other  provision  shall be
deemed invalid or unenforceable due to its scope or breadth, such condition,
covenant, or other  provision  shall be deemed valid to the extent of the scope
or breadth permitted by law.

         H.       No party hereto shall be deemed to be the representative,
partner, joint-venturer,  or agent of any other party hereto by virtue of this
Assignment.

         I.       Each person  executing this Assignment does thereby  represent
and warrant to each other person so signing (and each other entity for which
another person may be signing)  that he or she has been duly  authorized to
execute this Assignment in the capacity and for the entity set forth below.

         IN WITNESS WHEREOF Assignor has hereunto set its hand:

Assignor: Amerifit Nutrition, Inc.    Date: the ____ day of ______________, 1999

By:___________________________________
   Peter J. Vitulli, President and CEO


STATE OF _________________ )
                           )
COUNTY OF ________________ )

         On this ____ day of ________________,  2000, personally appeared before
me Peter J. Vitulli,  who proved to me on the basis of satisfactory  evidence to
be the president and chief executive officer of the Seller,  Amerifit Nutrition,
Inc., and acknowledged that he executed this Assignment.

S
E                                      ____________________________NOTARY PUBLIC
A                                      ____________________COMMISSION EXPIRATION
L

                                       26
<PAGE>


                                    EXHIBIT D

                         Form of Buyer License Agreement

                                LICENSE AGREEMENT

         This  License  Agreement  (this  "Agreement")  is made  effective as of
January ____, 2000 (the  "Effective  Date") by and between  Amerifit  Nutrition,
Inc.,  a  Delaware  corporation  with its  principal  place of  business  at 166
Highland  Park Drive,  Bloomfield,  Connecticut  06002  ("Licensor"),  and Optim
Nutrition,  Inc., a Utah  corporation  and a wholly-owned  subsidiary of Biomune
Systems,  Inc.,  and with its  principal  place of business at 2401 S.  Foothill
Drive, Salt Lake City, Utah 84109  ("Licensee").  Licensor and Licensee are each
hereafter referred to individually as a "Party" and together as the "Parties".

         WHEREAS, Licensor has transferred to Licensee certain assets related to
its  NiteBite  Product  pursuant  to an Asset  Purchase  Agreement  of even date
herewith (the "Purchase Agreement"); and

         WHEREAS,  in connection with such  acquisition,  Licensor has agreed to
license to Licensee,  on an exclusive basis with respect to the "Market" defined
herein and on a non-exclusive basis elsewhere, a certain Trademark in accordance
with the terms of this Agreement.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein,   and  for  other  good  and  valuable   consideration,   including  the
consideration  received by  Licensor  pursuant to the  Purchase  Agreement,  the
receipt and adequacy of which is hereby  acknowledged,  the Parties hereby agree
as follows:

                                 1. DEFINITIONS

         Whenever  used in the Agreement  with an initial  capital  letter,  the
terms defined in this Section 1 shall have the meanings specified.

         1.1      "Affiliate" means any corporation, firm, limited liability
company, partnership  or other  entity,  which  directly or indirectly  controls
or is controlled by or is under common control with a Party to  this  Agreement.
"Control" means ownership,  directly or through one or more Affiliates,  of more
than  fifty  percent  (50%)  of the  shares  of stock  entitled  to vote for the
election of directors, in the case of a corporation,  or more than fifty percent
(50%) of the equity  interests  in the case of any other  type of legal  entity,
status as a general partner in any partnership, or any other arrangement whereby
a Party  controls  or has the  right  to  control  the  Board  of  Directors  or
equivalent governing body of a corporation or other entity.

         1.2      "Market"  means the market for timed-release glucose  products
for persons  with  diabetes or hypoglycemia.


                                       27
<PAGE>

         1.2      "Product" has the meaning set forth in the Purchase Agreement,
and includes  future  modified versions of such Product.

         1.3      "Term" has the meaning set forth in Section 4.1.

         1.4      "Territory" means worldwide.

         1.5      "Trademark"  means the mark "Timed-Release Glucose Bar(TM)".

                                2. LICENSE GRANT

         2.1.     License  Grant. Licensor hereby grants to Licensee a perpetual
(subject to termination under Section 3 below),  royalty-free  license, with the
right to grant  sublicenses  as  provided in Section  2.2, to use the  Trademark
within the Territory in connection with the manufacturing, marketing and sale of
Products.  This  license  shall be  exclusive  with  respect to the Market for a
period of ten (10)  years from the  Effective  Date.  Licensor  shall not itself
utilize the Trademark for any product within the Market during such period,  and
shall not authorize  others to use the  Trademark  within the Market during such
period. In all other markets, this license shall be non-exclusive.

         2.2      Sublicense Rights. Licensee shall have the right to sublicense
the rights granted to it under Section 2.1 of this Agreement in whole or in part
to its Affiliates and to Licensee's other  sublicensees  and  distributors  with
respect to the Product,  to use in connection with their sales and distributions
of the Product.

                             3. TERM AND TERMINATION

         3.1.     Term.  This Agreement and the licenses granted hereunder shall
continue until  terminated as provided in this Section 4.

         3.2      Termination Provisions.

         (a)      This Agreement and the licenses granted herein may be
terminated by Licensor  upon any breach by Licensee of any material  obligation
or condition, effective  sixty (60) days  after  giving  written  notice to
Licensee  of such termination,  which notice shall describe such breach in
reasonable  detail, and opportunity to cure the breach. The foregoing
notwithstanding, if the default or breach is cured or shown to be  non-existent
within the aforesaid or sixty (60) day period, the notice shall be deemed
automatically withdrawn and of no effect.

         3.3      Termination by Licensee. Licensee may terminate this
Agreement, and the rights and  obligations  hereunder,  in its sole  discretion
at any time by giving written notice thereof to Licensor. Such termination shall
be effective fifteen  (15) days  following  the date such notice is received by
Licensor and shall have all consequences as set forth in Section 3.4 and 3.6
below.


                                       28
<PAGE>

         3.4      Effect of  Termination.  Upon  termination of this Agreement
under Section 3.2 or Section 3.3, Licensee shall cease all use of the  Trademark
and all relevant licenses and sublicenses  granted by Licensor to Licensee
hereunder shall terminate and Licensee shall promptly  transfer to Licensor or
destroy all documents, instruments, records and data relevant to the use of the
Trademark.

         3.5      Remedies.  If either Party  shall  fail to  perform or observe
or otherwise breaches any of its material obligations  under this  Agreement, in
addition to any right to terminate this Agreement,  the non-defaulting Party may
elect to obtain other relief and remedies available under law.

         3.6      Surviving  Provisions.  Notwithstanding any provision herein
to the contrary, the rights and obligations set forth in Articles 3, and
Sections 4.1, 4.2,  4.3,  4.4,  4.6,  4.7, and 4.17 hereof  shall  survive the
expiration  or termination of the Term of this Agreement.

                                4. MISCELLANEOUS

         4.1      Licensor  Representations.  Licensor  represents and warrants
that: (a) the execution  and delivery of this  Agreement  and the  performance
of the transactions  contemplated  hereby have been duly  authorized by all
appropriate Licensor corporate action;  (b)  Licensor  is  under  no  obligation
which is inconsistent with this Agreement; and (c) Licensor is the owner of the
Trademark and that, to the best of its knowledge, it has the free and
unencumbered  right to license the Trademark to Licensee as provided hereunder.

         4.2      Licensee  Representations.  Licensee represents  and  warrants
that:  (a) the  execution  and delivery of this Agreement and the performance of
the transactions  contemplated  hereby have been duly authorized by all
appropriate  Licensee  corporate action; and (b) Licensee is under no obligation
which is inconsistent with this Agreement.

         4.3      Limitation of Warranties.

EXCEPT AS SET FORTH IN SECTIONS 4.1 AND 4.2, THE PARTIES MAKE NO REPRESENTATIONS
AND EXTEND NO WARRANTIES OF ANY KIND,  EITHER  EXPRESS OR IMPLIED.  THERE ARE NO
EXPRESS OR IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

         4.4      Liability.  NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
OTHERWISE,  THE PARTIES WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT UNDER ANY CONTRACT,  NEGLIGENCE,  STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR (I) ANY INDIRECT, INCIDENTAL,  CONSEQUENTIAL OR PUNITIVE
DAMAGES  OR LOST  PROFITS  OR (II)  COST OF  PROCUREMENT  OF  SUBSTITUTE  GOODS,
LICENSED TECHNOLOGY OR SERVICES.


                                       29
<PAGE>

         4.5      Trademark  Enforcement.  Licensor may, in its sole discretion,
(a) take all reasonable measures, including  without limitations  bringing civil
actions for trademark infringement,  to stop the use of marks which, in its sole
judgment,  are the same as or confusingly  similar to the Trademark and (b) take
all reasonable  measures,  including without  limitations  bringing inter partes
proceedings  in the United States Patent and  Trademark  Office,  to prevent the
registration  of  marks  which,  in  its  sole  judgment,  are  the  same  as or
confusingly similar to the Trademark. Licensor shall have the right to bring all
such actions  involving the Trademark and any award received in any such actions
shall  belong  solely to Licensor.  Licensor  agrees to take such actions as are
reasonably  requested  by  Licensee to require  third  parties who are using the
Trademark within the Market during the term of Licensee's  exclusive  license to
cease such use, including written demands to cease and desist such use; provided
that  Licensor  shall  not be  required  to  bring  legal  action  against  such
infringing users.  However, if Licensor declines to bring any such action within
thirty (30) days after Licensee's written request, Licensee shall have the right
to bring such an action in order to protect the  exclusivity of its license with
respect to the Market. Any award received in any such action brought by Licensee
shall belong solely to Licensee.

         4.6      Notices. Any notices, requests,  deliveries,  approvals or
consents required or permitted  to be given under this  Agreement to Licensee or
Licensor shall be in writing and shall be personally  delivered or sent by
telecopy (with written  confirmation  to follow via United States first class
mail),  overnight courier  providing  evidence  of  receipt  or certified  mail,
return  receipt requested,  postage prepaid,  in each case to the respective
address  specified below (or to such  address as may be  specified  in  writing
to the other  Party hereto):

If to Licensor:

                  Mr. Peter J. Vitulli
                  Amerifit Nutrition, Inc.
                  166 Highland Park Drive
                  Bloomfield, CT 06002

With a copy to:

                  Mintz, Levin, Cohn, Ferris,
                     Glovsky & Popeo, P.C.
                  One Financial Center
                  Boston, MA  02111
                  Attn:  Douglas A. Zingale

If to Licensee:
                  Randy E. Olshen
                  Optim Nutrition, Inc.
                  2401 S. Foothill Dr.
                  Salt Lake City, UT 84109


                                       30
<PAGE>

With a copy to:

                  Kevin R. Pinegar
                  Durham Jones & Pinegar
                  50 South Main, Suite 850
                  Salt Lake City, UT 84044

         Such notices  shall be deemed to have been  sufficiently  given on: (a)
the date sent if delivered in person or  transmitted  by telecopy,  (b) the next
business  day after  dispatch in the case of  overnight  courier or (c) five (5)
business days after deposit in the U.S. mail in the case of certified mail.

         4.7      Governing  Law. The Parties agree: (i) this Agreement  will be
construed,  interpreted  and applied in accordance with the laws of the State of
Utah  (excluding  its body of law  controlling  conflicts  of law);  (ii) if any
dispute  arises  concerning  this  Agreement,  such action shall be brought in a
state or federal  court in the state of  incorporation  of the defendant in such
action (i.e.,  Utah court if Licensee is the defendant and Delaware court if the
Licensor is the  defendant),  and such court shall have  exclusive  jurisdiction
over any dispute concerning this Agreement and each Party hereby consents to the
personal jurisdiction of such court; and (iii) in the event that a dispute shall
arise  concerning  this  Agreement,  the  prevailing  Party shall be entitled to
recover from the non-prevailing  Party all attorneys' fees and costs incurred by
the prevailing Party in connection with such dispute, regardless of whether such
dispute results in the filing of a lawsuit.

         4.8      Limitations.  Except as set forth elsewhere in this Agreement
or in a written agreement between the Parties, neither Party grants to the other
Party any right or license to any of its intellectual property.

         4.9      Entire  Agreement.  This is the  entire Agreement between  the
Parties  with  respect  to the subject matter herein.  No modification shall be
effective unless in writing and signed by the Parties.

         4.10     Waiver.  The terms or conditions  of this  Agreement may be
waived only by a written  instrument executed by the Party  waiving  compliance.
The failure of either Party at any time or times to require  performance  of any
provision hereof shall in no manner affect its rights at a later time to enforce
the same.  No waiver by either Party of any condition or term shall be deemed as
a continuing waiver of such condition or term or of another condition or term.

         4.11     Headings.  Section and  subsection  headings are inserted for
convenience of reference only and do not form part of this Agreement.


                                       31
<PAGE>

         4.12     Assignment.  This Agreement is binding upon and shall inure to
the benefit of the  parties and their  respective  successors,  representatives
and assigns. Licensee may assign  this  Agreement  and  Licensee's   rights  and
obligations  hereunder to any third party in connection  with a sale or transfer
of Licensee's rights in the Product to such third party.

         4.13     Force  Majeure.  Neither  Party shall be liable for failure of
or delay in performing  obligations set forth in this Agreement,  and neither
shall be  deemed  in breach of its  obligations,  if such  failure  or delay is
due to natural disasters or any causes beyond the reasonable  control of such
Party. In event of such force  majeure,  the Party  affected  thereby shall use
reasonable efforts to cure or overcome the same and resume  performance of its
obligations hereunder.

         4.14     Construction.  The Parties hereto acknowledge and agree that:
(i) each Party and its counsel reviewed and  negotiated the terms and provisions
of this  Agreement  and  have  contributed  to  its  revision; (ii) the rule  of
construction  to the  effect  that any  ambiguities  are  resolved  against  the
drafting Party shall not be employed in the  interpretation  of this  Agreement;
and (iii) the terms and provisions of this Agreement  shall be construed  fairly
as to all Parties hereto and not in a favor of or against any Party,  regardless
of which Party was generally responsible for the preparation of this Agreement.

         4.15     Severability.  If any provision(s) of this Agreement are or
become invalid, are ruled illegal by any court of competent  jurisdiction or are
deemed unenforceable  under  then  current  applicable law from time to time in
effect during the Term hereof, it is the intention of the Parties that the
remainder of this  Agreement  shall not be affected  thereby  provided that a
Party's  rights under this Agreement are not materially  affected.  The Parties
hereto  covenant and agree to renegotiate any such term, covenant or application
thereof in good faith in order to  provide a reasonably  acceptable  alternative
to the term, covenant or  condition  of this  Agreement  or the  application
thereof that is invalid,  illegal or unenforceable,  it being the intent of the
Parties that the basic purposes of this Agreement are to be effectuated.

         4.16     Status.  Nothing in this  Agreement is intended or shall be
deemed to constitute a partner, agency,  employer-employee,   or  joint  venture
relationship between the Parties.

         4.17     Indemnification.

         (a)      Licensor shall indemnify, defend and hold harmless  Licensee,
its Affiliates and their respective directors,  officers,  employees, and agents
and their respective successors, heirs and assigns (the "Licensee Indemnitees"),
against any liability,  damage, loss or expense (including reasonable attorneys'
fees and  expenses  of  litigation)  incurred  by or imposed  upon the  Licensee
Indemnitees,  or any of them, in  connection  with any claims,  suits,  actions,
demands or judgments of third parties  alleging  that the Trademark  infringes a
mark of such third party.


                                       32
<PAGE>

         (b)      The Licensee Indemnitees shall promptly notify Licensor of any
action or claim for which  they are to be  indemnified  hereunder  and  Licensor
shall  have the sole  right to defend,  settle or  compromise  any such claim or
action.

         4.18     Further  Assurances. Each Party agrees to execute, acknowledge
and deliver such further instructions, and to do all such other acts,  as may be
necessary  or  appropriate  in order to carry  out the purposes and intent of
this Agreement.

         IN WITNESS  WHEREOF,  the  Parties  have caused  this  Agreement  to be
executed by their duly authorized representative in two (2) originals.

Amerifit Nutrition, Inc.                  Optim Nutrition, Inc.

By:                                        By:
   ------------------------------------       ---------------------------------
   Peter J. Vitulli, President and CEO        Randy E. Olshen, President


Date:                                      Date:
     ----------------------------------         -------------------------------