LICENSE AGREEMENT

         This  License  Agreement  (this  "Agreement")  is made  effective as of
January 13, 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.

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

         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 3.

         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

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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.

         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; (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;
and (d) to the best of Licensor's  knowledge,  the Trademark  does not infringe
the rights of any third party.

         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


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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.

         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  making 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


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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

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.


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         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 in which the defendant's principal office is
located (i.e.,  Utah court if Licensee is the defendant and Connecticut 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.

         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;  provided that Licensee
gives Licensor prompt written notice of such assignment.

         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  arising  out  of any  inaccuracy  in
Licensor's  representations  and  warranties  under  Section  4.1.  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.

         (b)      Licensee shall indemnify,  defend and hold harmless  Licensor,
its Affiliates and their respective directors,  officers,  employees, and agents
and their respective successors, heirs and assigns (the "Licensor Indemnitees"),
against any liability,  damage, loss or expense (including reasonable attorneys'
fees and  expenses  of  litigation)  incurred  by or imposed  upon the  Licensor
Indemnitees,  or any of them, in  connection  with any claims,  suits,  actions,
demands  or  judgments  of  third  parties  arising  out  of any  inaccuracy  in
Licensee's  representations  and  warranties  under  Section  4.2.  The Licensor
Indemnitees shall promptly notify Licensee of any action or claim for which they
are to be  indemnified  hereunder  and  Licensee  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: /s/ Peter J. Vitulli                     By:
   -------------------------------------        --------------------------------
    Peter J. Vitulli, President and CEO         Randy E. Olshen, President


Date:                                        Date:
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