ASSET PURCHASE AGREEMENT

         THIS  AGREEMENT,  (the  Asset  Purchase  Agreement,  together  with all
exhibits, schedules and other documents attached hereto, hereinafter referred to
as the  "Agreement")  is made  by and  between  Optim  Nutrition,  Inc.,  a Utah
Corporation (the "Seller") and ICN Pharmaceuticals, Inc., a Delaware corporation
(the "Purchaser"), on this _____ day of January, 2000.

                                   WITNESSETH

         WHEREAS,  Seller  desires to sell to the  Purchaser,  and the Purchaser
desires to purchase  from the  Seller,  certain of the  assets,  properties  and
rights associated with Seller's product sold under the trademark "NiteBite" (the
"Product"), including Seller's licenses and rights to the "Timed-release Glucose
Bar" trademark.

         NOW  THEREFORE,  for  and  in  consideration  of the  premises,  mutual
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged and
agreed, and intending to be legally bound, the parties agree as follows:

                                    ARTICLE 1

                     Assets, Liabilities and Purchase Price

         1.01     Purchase and Sale of Assets. Subject to the terms and
conditions of this  Agreement,  the Seller hereby sells,  transfers,  conveys,
assigns and delivers  ("Transfer")  to the Purchaser,  and the Purchaser  hereby
purchases, acquires  and  accepts  from the Seller,  all of the Seller's rights,
titles, interests,  properties,  assets,  and contracts of every kind, character
and description, whether tangible or intangible, and wherever located, owned by
the Seller and necessary for the manufacture and commercial  sale of the Product
(hereinafter collectively referred to as the "Transferred Assets") free and
clear of all Liens (as defined in Section 3.07) including without limitation:

         (a)      all inventories of the Product, including, without limitation,
                  all work in process and finished goods (collectively, the
                  "Inventories"), a summary of which  is set forth on Schedule
                  1.01(a);

         (b)      all packaging materials, shipping materials, supplies and
                  printed materials relating to the Product;

         (c)      all of the following which shall be specifically set forth on
                  Schedule 1.01(c): (1) United States and foreign patents
                  relating to the Product and all applications therefor,
                  (including without limitation U.S. Pat. No. 5,866,555); (2)
                  United States and foreign copyright rights and registrations
                  and applications therefor, for copyright works created  prior


                                        1


<PAGE>



                  to  today's  date  by employees of the Seller that are used in
                  the  commercial  sale  of  the  Product  and  which  works and
                  copyright  rights  are  in  the  possession of and/or owned or
                  licensed by the Seller as of today's  date;  (3) United States
                  and foreign  trademarks,  registered or unregistered,  adopted
                  for use in the commercial  sale of the Product which are owned
                  or  licenced  by  the  Seller  as of  today's  date,  and  any
                  trademark   registrations   therefor  (or   applications   for
                  trademark   registrations),   together   with   the   goodwill
                  associated therewith;  (4) all un-patented  inventions,  trade
                  secrets, confidential and proprietary information and know-how
                  relating to the Product,  and which are  immediately  prior to
                  today's date,  in possession  of, used in the Product or owned
                  by the  Seller;  and (5) all rights to sue third  parties  for
                  infringement with respect to the foregoing;

         (d)      all rights in, to and under the contracts and agreements
                  relating to the Product, all of which are set forth on
                  Schedule 1.01(d);

         (e)      all marketing and sales materials, advertising materials,
                  catalogues and sales brochures relating to the Product;

         (f)      all  permits,  licenses,   license  applications,   approvals,
                  certifications,  product  registrations  and  product  and  or
                  service clearances that are used in the commercial sale of the
                  Product including those that are set forth on Schedule 1.01(f)
                  (to the extent the same are transferable); and

         (g)      all books,  records,  manuals,  files and other documentation,
                  whether  written,  electronic  or  otherwise,  relating to the
                  Product,  including  without  limitation,   customer  records,
                  supplier lists,  distributor lists, purchase and sale records,
                  price lists, correspondence, quality control records, research
                  and  development  files,  drawings,   designs  and  accounting
                  records.

         1.02     Liabilities.  Any liabilities arising from the commercial sale
of the Product prior to today's date shall be the  responsibility of the Seller
and shall not be transferred  under this  Agreement.  The Purchaser shall assume
and agree to pay when due,  all obligations  and  liabilities  arising  from the
commercial  sale of the Product  from and after  today's  date.  With respect to
returns of expired or damaged Product,  that is returned to the Purchaser by the
purchaser of the Product  within  twelve (12) months  following  the Closing and
sold by Seller prior to the Closing,  Seller shall  reimburse  Purchaser for the
amount  refunded  such  purchasers  up to an aggregate  amount not to exceed ONE
HUNDRED THOUSAND DOLLARS  ($100,000.00)  provided however, that such returns are
made in accordance with  Purchaser's  then current  returned goods policy.  Such
funds  shall be deducted by  Purchaser  from the  Purchase  Price  Deferral  (as
defined  below).  Nothing  contained in this  paragraph  shall be construed as a
limitation of Seller's liability to Purchaser for product liability claims.

         1.03     Purchase Price.  Subject to the Purchase Price Deferral the
parties have agreed on a Purchase Price equal to ONE MILLION FOUR HUNDRED
EIGHTY-TWO THOUSAND DOLLARS ($1,482,000.00) to be paid by the Purchaser to the
Seller by wire transfer to Seller's denominated  account within three (3) days
from the Closing,  and which shall be allocated as set forth on Schedule 1.03.

                                        2


<PAGE>


         1.04     Purchase Price Deferral.  A portion of the Purchase Price
shall be deferred at Closing,  and shall be reserved by Purchaser to offset any
liability from the Seller to the Purchaser which may arise   pursuant   to  the
representations,  warranties,  indemnification  obligations,  and other terms or
conditions set forth in this Agreement (the  "Purchase  Price  Deferral").  This
Purchase Price Deferral shall equal ten percent (10%) of the Purchase Price, and
shall be held by Purchaser for a period of twelve (12) months following Closing.
At the end of the twelve (12) month  period,  the Purchaser  shall  transfer the
Purchase Price Deferral,  less any amounts appropriately  withheld in accordance
with  the  terms  of  this   Agreement  or  due  to  breach  by  Seller  of  any
representation or warranty,  or under any indemnity granted hereunder,  together
with six percent (6%) interest per annum thereon.

                                   ARTICLE II
                                     Closing

         2.01     Closing.  The closing of the transactions contemplated by this
Agreement (the "Closing") will be  contemporaneous  herewith,  and take place at
the Seller's  place of business at 2401 South  Foothill  Drive,  Salt Lake City,
Utah.  At the  Closing,  the  Purchaser  shall pay the  Purchase  Price less the
Purchase  Price  Deferral to Seller by wire  transfer of  immediately  available
funds to an account identified in writing by the Seller to the Purchaser.

         2.02     Conveyance and Transfer.  At the Closing, the Seller shall
deliver to the Purchaser such bills of sale,  endorsements,  assignments  and
other good and  sufficient  instruments of conveyance  and transfer,  in a form
reasonably satisfactory to the Purchaser, effective to vest in the Purchaser all
of the Seller's right, title, and interest in and to the Transferred Assets.

         2.03     Further  Assurances. From time to time after the  Closing, and
without further  consideration,  the Seller shall execute and deliver such other
instruments of conveyance, assignment, transfer and delivery and take such other
actions as the Purchaser  may  reasonably  request in order to more  effectively
Transfer  to  the  Purchaser  the  rights,  properties,  assets  intended  to be
transferred hereunder.

                                   ARTICLE III
                  Representations and Warranties of the Seller

         Except as set forth in the  disclosure  schedule  attached  hereto (the
"Disclosure  Schedule")  the  Seller  hereby  represents  and  warrants  to  the
Purchaser as follows:

         3.01     Corporate  Existence.  The Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Utah and has full corporate power and authority to conduct its business as it is
now being conducted and to own or lease its properties and assets. The Seller is
duly  qualified or licensed to do business as a foreign  corporation,  and is in
good  standing  as a foreign  corporation,  in every  jurisdiction  in which the
conduct of its business or ownership of its assets requires such  qualification


                                        3


<PAGE>



or license,  except where the failure to be so  qualified  would not have a
material  adverse  affect on the  Transferred Assets.

         3.02     Corporate Power and Authority. The Seller has full corporate
power and authority to enter into this Agreement,  perform its obligations
hereunder, Transfer  the  Transferred  Assets and carry out the  transactions
contemplated hereby.  The execution and delivery of this  Agreement,  the
performance by the Seller of its obligations  hereunder and the consummation  of
the transactions contemplated herein have been duly authorized by all corporate,
shareholder and other actions on the part of the Seller required by applicable
law, its articles of incorporation and its by-laws.  This Agreement  constitutes
the legal, valid and binding obligation of the Seller, enforceable against it in
accordance with its terms, except (1) as the same may be limited by  bankruptcy,
insolvency reorganization, moratorium or similar laws now or hereafter in effect
relating to creditor's  rights generally and (2) that the remedy of specific
performance and injunctive  and other forms of equitable  relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

         3.03     No Violation. Neither the execution and delivery of this
Agreement nor the performance by the Seller of its obligations hereunder nor the
consummation  of the  transactions  contemplated  hereby will (a) contravene any
provision  of the  articles  of  incorporation  or  by-laws of the  Seller;  (b)
violate, be in conflict with, constitute a default under, permit the termination
of,  cause the  acceleration  of the maturity of any debt or  obligation  of the
Seller,  require  the  consent of any other  party to,  constitute  a breach of,
create  a loss of a  material  benefit  under,  or  result  in the  creation  or
imposition  of any Lien,  upon any  property  or  Transferred  Assets  under any
mortgage,  indenture,  lease,  contract,  agreement or  instrument  to which the
Seller is a party or by which the Seller or any of its assets may be bound;  (c)
to the  best  of the  Seller's  knowledge,  violate  any  statute  or law or any
judgment,  decree,  order,  regulation  or rule  of any  court  or  governmental
authority  to which the Seller or the Business is subject or by which the Seller
or Business,  or any of either of their assets or properties  are bound;  or (d)
result in the loss of any material licence or permit benefitting the Product.

         3.04     Consents and Approvals of Governmental Authorities.  No
consent, approval or authorization of, or declaration,  filing or registration
with, any governmental or regulatory authority is required to be made or
obtained by the Seller  in  connection  with the  execution,  delivery  or
performance  of this Agreement by the Seller.

         3.05     Financial Representation. Net sales of the Product, calculated
according to U.S. Generally Accepted Accounting Practices,  for the twelve (12)
month period ending December 31, 999, were in excess of six hundred ten thousand
dollars ($610,000.00).

         3.06     Absence of Certain Changes.  Since January 1, 1999, the Seller
has conducted its business in all material respects in the ordinary course of
business and has not:

         (a)      suffered any material adverse change in its condition,
                  operations, assets or business;
         (b)      suffered any damage, destruction or loss materially adversely
                  affecting its business, operations, assets or condition;


                                        4


<PAGE>



         (c)      except  in  the  ordinary  course  of  business,  canceled  or
                  compromised  any material debts, or waived any material claims
                  or  rights,  or  sold,  assigned  or  transferred  any  of its
                  properties or assets material to the Product;

         (d)      offered any irregular inducement to gain sales of the Product;

         (e)      made any change in any method of accounting or accounting
                  practice;

         (f)      entered into any agreement to take any action referred to in
                  this Section 3.06.

         3.07     Title to Properties;  Encumbrances. The  Seller  has  good and
marketable  title  to  all  of  its  properties  and  assets   constituting  the
Transferred Assets. None of the Transferred Assets are subject to any Lien. When
used in this  Agreement,  "Lien"  shall  mean  any  mortgage,  pledge,  security
interest,  conditional  sale or other title  retention  agreement,  encumbrance,
lien,  easement,  claim, right,  covenant,  restriction,  right of way, warrant,
option or charge of any kind.

         3.08     Patents,  Trademarks,  Trade Names.  Schedule 3.08 contains a
true and complete list of (a) all present patents, trademark  registrations  and
copyright   registrations   material  to  the  Product,   all  applications  for
registration  thereof and all intellectual  property license agreements relating
thereto and (b) all material agreements in existence on today's date relating to
technology,  know-how or processes  that are  necessary for the  manufacture  or
commercial  sale of the Product No licenses,  sub-licenses  or  agreements  with
third  parties  exist as of today's  date that were  entered  into by the Seller
granting  rights in such  patents,  trademarks  or  copyrights  included  in the
Transferred  Assets,  except as described in Schedule  3.08.  The Seller has the
right to use all  information  and know-how that are used in the manufacture and
commercial  sale of the Product as currently  conducted.  Except as set forth in
Schedule 3.08, all items listed on Schedule 3.08 are transferred  free and clear
of all Liens.  To the Seller's  knowledge,  its  operations  do not infringe any
third-party patents.

         3.09     Litigation.  There  are no actions,  claims,   proceedings  or
investigations  (collectively  "Actions")  pending,  or threatened,  against the
Seller or any of its assets,  properties or rights before any court, arbitrator,
mediator or  administrative  or  governmental  body,  that would have a material
adverse effect upon the Transferred Assets or Seller's ability to consummate the
transactions  set  forth  in this  Agreement.  There  is no  action  pending  or
threatened, against the Seller or any of its assets, properties or rights before
any court,  arbitrator,  mediator,  or  administrative or governmental body that
questions or challenges  the validity of this  Agreement or any actions taken or
proposed to be taken by the Seller pursuant to this Agreement.

         3.10     Insurance.  Schedule 3.10 sets forth a true and complete list
of all policies of product liability insurance owned or held by the Seller which
provide coverage or have provided  coverage for the Product.  The Seller has not
received any notice of cancellation with respect thereto.  All such policies are
valid and binding and in full force and effect as of the date hereof, and Seller
warrants  that coverage for Product sold by Seller prior to the Closing shall be
extended for a period of two years after Closing at Seller's expense.


                                        5


<PAGE>



         3.11     Contracts and Commitments.

         (a)      Schedule 3.11 and the  technology  licenses and agreements set
                  forth on Schedule  3.08,  contain a true and complete list and
                  description of:

                  (1) All contracts or agreements with distributors, brokers,
                  manufacturer's, or others engaged in the sale or distribution
                  of the Products;

                  (2) Any  outstanding  purchase  orders issued by the Seller in
                  excess of $5,000.00,  and any outstanding sales order accepted
                  by the Seller in excess of $5,000.00;

                  (3) All  joint  venture  or  similar  agreements  to which the
                  Seller is a party that provide for the manufacture, marketing,
                  sale or distribution of the Product.

         (b)      The Seller has made  available to the Purchaser  copies of the
                  documents  identified on Schedules 3.08 and 3.11 (collectively
                  the "Material  Contracts") and shall deliver true and complete
                  copies of all other  agreements  and documents  related to the
                  Transferred  Assets as the Purchaser may  reasonably  request.
                  The foregoing  disclosures are subject to certain confidential
                  terms in such  documents  being  blacked  out, in the Seller's
                  reasonable  discretion,  where  it is not  necessary  for  the
                  Purchaser to have knowledge of such terms.

         (c)      Except for licenses,  distributorship  agreements  and similar
                  agreements,  that by their terms are for specific geographical
                  areas,  the Seller is not a party to any agreement  that would
                  restrict sales of the Product anywhere in the world.

         (d)      Each of the Material  Contracts  that calls for the receipt of
                  payment of more than  $5,000.00  has been  entered into in the
                  ordinary  course of  business.  The  Seller  has not  received
                  written  notice of any asserted claim of default by the Seller
                  with respect to any of the Material  Contracts  that calls for
                  the receipt or payment of more than $5,000.00.

         3.12     Suppliers and Customers. Schedule  3.12  contains  a true  and
complete  list of all  suppliers  and  customers  with whom Seller did  business
relating to the Product  during the twelve (12) month period ended  December 31,
1999. The Seller has no knowledge that any such supplier or customer  expects to
reduce its business.

         3.13     Employment Law Matters.  The Seller  is in  compliance  in all
material respects with all material laws and regulations  relating to employment
practices.  The Seller has not received written notice within the last year that
it has not complied with any applicable law relating to the employment of labor,
including  any  provisions  thereof  relating  to the wages,  hours,  collective
bargaining,  the payment of social security and similar taxes,  equal employment
opportunity,  employment  discrimination  and employment  safety,  or that it is
liable  for any  arrearage  of wages or any taxes or  penalties  for  failure to
comply  with  any  of  the  foregoing.  If  required  under  Worker  Adjustment,
Retraining  and  Notification  Act or other similar law, the Seller shall timely
file and comply  with all notice  and other  requirements  therein or under such
laws.


                                        6


<PAGE>



         3.14     Environmental  Matters.  The Seller is in compliance in a
material respects with all federal,  state and local  environmental  laws and
regulations (collectively,  "Environmental  Laws"). The Seller has obtained  all
material permits, licenses and other authorizations that are required under
Environmental Laws and is in compliance in all respects therewith.  Set forth on
Schedule 3.14 are all Actions  about  which the Seller has  received  written
notice that are pending before any court or governmental agency  or,  threatened
for (1) noncompliance by the Seller with any Environmental Law or (2) relating
to the release into the environment by the Seller of any pollutant,  toxic,
radioactive or hazardous material or waste generated by the Seller, whether or
not occurring at or on a site owned, leased, occupied, or operated by the
Seller.

         3.15     Compliance  with Laws.  During the previous three (3) years,
the Seller has not been charged with, and is not  threatened  with or under  any
investigation  with respect to, any charge concerning any material  violation of
any federal,  state,  local or foreign law or  regulation.  The Seller is not in
default with respect to any order,  writ,  injunction or decree of any court, or
agency.

         3.16     Licenses, Permits and Authorizations. The Seller has all
licenses, permits  and  authorizations  (collectively  "Permits")  required to
conduct its business as it is now being  conducted,  the lack of which would
have an adverse affect on the Transferred  Assets.  All such Permits are valid
and in full force and effect. Schedule 3.16 contains a true and complete list of
all such Permits. There is no Action  pending, or threatened,  that disputes the
validity of such Permits.

         3.17     Sufficiency of Assets.  The Transferred Assets  constitute all
property, assets and contractual rights necessary for the manufacture supply and
commercial  sale of the  Product as  currently  conducted.  The Seller has as of
today's date, a normal operating supply of Inventories, and supplies, sufficient
to last sixty (60) days of normal sales.

         3.18     Tax Returns and Payments.  The Seller has not taken or failed
to take any action that would create any tax lien on the Transferred Assets.

         3.19     Broker's and Finder's  Fees. The Seller has satisfied, or will
satisfy out of the proceeds  hereof,  any obligation  under any contract for the
payment of any  broker's or finder's fee (or other  similar  fee) in  connection
with the origin, negotiation,  execution or performance of this Agreement. In no
event shall Purchaser be responsible for any such obligation.

         3.20     Inventories. The Inventories of the Seller's business included
in the Transferred Assets and listed on Schedule 3.20 hereto, consist of items
of a quality and quantity  usable and saleable in the normal  course of its
business, with a shelf life extending, at a minimum, to July 2001.

         3.21     Defaults.  The Seller is not in default in any respect  under
any contract,  agreement or lease,  where such default would have a material
adverse effect upon the Transferred Assets or the Transfer.  No other  party to
any contract or  agreement  to which the Seller is a party and which  relates to
the Product is in material default under or in material  breach of any  material
provision thereof.

         3.22     Shareholder Approval.  Biomune Systems, Inc., Seller's sole
shareholder has approved the Transfer contemplated hereunder, and has consented
to the execution of this Asset Purchase Agreement.


                                        7


<PAGE>



         3.23      Transactions  with  Management.  During the past year, no
current director,  officer,  or  employee  of the  Seller has  engaged  in any
material transaction  with the Seller except for the receipt of compensation for
services rendered as an employee,  where transaction would have a material
adverse effect upon the Transferred Assets or the Transfer.

         3.24     Assignment of Material Contracts.  All Material Contracts
relating to the Product are freely assignable by Seller to Purchaser without
procurement of any consent, and shall inure to the benefit of Purchaser upon
Closing.


                                   ARTICLE IV
                 Representations and Warranties of the Purchaser

         The Purchaser hereby represents and warrants to the Seller as follows:

         4.01     Existence. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has full corporate power and  authority to conduct its business as it is now
being conducted and to own or lease its properties and assets.  The Purchaser is
duly qualified  or licensed to do business as a foreign  corporation,  and is in
good standing as a foreign corporation,  in every jurisdiction in which the
ownership of its property or assets  or the  conduct  of its  business  requires
such qualification or license, except where the failure to be so qualified would
not have a material adverse effect to the Purchaser.

         4.02     Corporate Power and Authority. The Purchaser has full
corporate power and  authority  to enter  into this  Agreement,  perform  its
obligations hereunder,  purchase  the  Transferred  Assets  and carry  out the
transactions contemplated  herein.  The  execution  and  delivery  of  this
Agreement, the performance by the Purchaser of its obligations hereunder and the
consummation of the  transactions  contemplated  herein  have  been  duly
authorized  by all corporate,  shareholder and other actions on the part of the
Purchaser  required by  applicable  law, its  certificate of  incorporation  and
its by-laws.  This Agreement constitutes the legal, valid and binding obligation
of the Purchaser, enforceable  against it in accordance with its terms, except
(1) as the same may be limited by bankruptcy, insolvency reorganization,
moratorium or similar laws now or hereafter in effect relating to creditor's
rights generally and (2) that the remedy of specific  performance and injunctive
and other forms of equitable relief may be subject to equitable  defenses and to
the discretion of the court before which any proceeding therefor may be brought.

         4.03     No Violation. Neither the execution and delivery of this
Agreement nor the  performance  by the  Purchaser  of its obligations  hereunder
nor the consummation of the transactions contemplated hereby will (a) contravene
any provision of the certificate of incorporation  or by-laws of the Purchaser;
(b) violate, be in conflict with, constitute a default under, permit the
termination of, cause the acceleration of the maturity of any debt or obligation
of the Purchaser under,  require the consent of any other party to, constitute a
breach of,  create a loss of a material  benefit  under,  or result in the
creation or imposition  of any Lien upon any property or assets of the Purchaser
under any mortgage,  indenture,  lease, contract,  agreement,  instrument or
commitment to which the Purchaser is a party or by which the  Purchaser,  or any
of its assets or properties may be bound; (c) to the Purchaser's best knowledge,
violate any statute or law or any judgment, decree, order, regulation or rule of


                                        8


<PAGE>



any court or governmental authority to which the Purchaser is subject or by
which the Purchaser, or any of its assets or properties are bound;  (d)  result
in the loss  of any license, privilege or certificate benefitting the Purchaser;
(e) violate any contract or agreement to which any of the Purchaser's directors,
officers or shareholders  are bound; or (f) violate any stock exchange or
commission rule or regulation.

         4.04     Brokers and Finder's Fees.   The Purchaser is not a party to,
nor in any way obligated to make any payment relating to, any contract for the
payment of any broker's or finder's fee in connection with the origin,
negotiation, execution or performance of this Agreement.

         4.05     Litigation.   There  are no actions, claims,   proceedings  or
investigations  (collectively  "Actions")  pending,  or threatened,  against the
Purchaser  or any  of  its  assets,  properties  or  rights  before  any  court,
arbitrator,  mediator or administrative or governmental  body, that would have a
material  adverse  effect  upon  the  Purchaser's   ability  to  consummate  the
transactions  set  forth  in this  Agreement.  There  is no  action  pending  or
threatened,  against the  Purchaser or any of its assets,  properties  or rights
before any court,  arbitrator,  mediator, or administrative or governmental body
that questions or challenges the validity of this Agreement or any actions taken
or proposed to be taken by the Purchaser pursuant to this Agreement.

                                    ARTICLE V
                         Certain Post Closing Covenants

         5.01     Books and Records; Access.

         (a)      Unless otherwise  consented to in writing by the Seller, for a
                  period of seven (7) years  after the  Closing,  the  Purchaser
                  shall not destroy,  alter or otherwise dispose of any original
                  books or records  included in the  Transferred  Assets without
                  first  offering  to  surrender  such books and  records to the
                  Seller  and shall  maintain  such  books and  records  in good
                  condition in a reasonably  accessible location.  The Purchaser
                  shall  allow  the  Seller   reasonable  access  during  normal
                  business hours to examine and copy such books and records.

         (b)      Unless otherwise consented to in writing by the Purchaser, for
                  a period of seven (7) years  after  the  Closing,  the  Seller
                  shall not destroy,  alter or otherwise dispose of any original
                  books or records of Seller's  business  without first offering
                  to surrender such books and records to the Purchaser and shall
                  maintain  such  books  and  records  in  good  condition  in a
                  reasonably  accessible  location.  The Seller  shall allow the
                  Purchaser  reasonable  access during normal  business hours to
                  examine and copy such books and records.

         5.02     Cooperation. The Seller shall use its best efforts to seek the
consent of customers to assign customer agreements. The Seller shall give prompt
notice to the Purchaser of any written notice from any third party alleging that
the consent of such third party is or may be  required  in  connection  with the
transaction contemplated by this Agreement.


                                        9


<PAGE>



         5.03     Non-Compete Covenant. Pursuant to an agreement  to be executed
contemporaneously herewith, for a period of five (5) years Seller, or its parent
company,  Biomune  Systems,  Inc., will not (and cause their  affiliates not to)
sell the  Product,  or other  timed-release  glucose  products  for people  with
diabetes or hypoglycemia.

         5.04     Assets.  After the Closing, the Seller shall turn over to the
Purchaser any and all Transferred Assets that are or come into the possession of
the Seller.

                                   ARTICLE VI
                      Condition to Purchaser's Obligations

         6.01     Corporate Guarantee.  The Purchaser's obligations under this
Agreement  are conditioned upon receipt of signed written guarantee by Seller's
parent, Biomune Systems, Inc. In the form set forth on  Schedule 6.01.


                                   ARTICLE VII
                   Survival of Representations and Warranties

         7.01     Survival of Representations and Warranties.  Notwithstanding
the making of this Agreement,  any  examination  made by or on behalf of the
parties hereto and the Closing  hereunder, the  representations  and  warranties
of the Seller and the Purchaser contained in this Agreement or in any  agreement
or document delivered in connection with the transactions  contemplated  by this
Agreement shall survive the Closing as follows:

         (a)      Claims for breach of any  representation  or warranty relating
                  to products  liability or environmental  matters shall survive
                  this Agreement  indefinitely  and there shall be no time limit
                  within  which to bring a claim;  provided,  however,  that the
                  Seller  shall not be liable for any products  liability  claim
                  except to the extent it  relates to Product  sold prior to the
                  Closing and Product  Inventory  transferred  to the  Purchaser
                  hereunder;

         (b)      Claims for breach of any  representation  or warranty relating
                  to the payment of taxes, or compliance with tax laws,  whether
                  federal, state, or local, shall survive this Agreement for the
                  relevant statute(s) of limitations plus three months;

         (c)      Claims for breach of any other representation or warranty, not
                  set  forth  in  Section  7.01  subsections  (a) and (b)  shall
                  survive this Agreement for a period of two years.

         7.02     Indemnification. Subject to Section 7.01 above, from and after
the Closing,  the Seller and the Purchaser  each shall  indemnify and save
harmless, the other party and its officers, directors,  employees  and  advisers
(the "Indemnified  Party") from and against any loss, claim, liability,  expense
(including  reasonable  attorney's  fees) or other  damage of any kind or nature
(collectively  the "Damages")  caused to such party by or arising out of (1) the
failure by the party against which  indemnification is sought (the "Indemnifying
Party") to perform any covenant or agreement required to be  performed  by it in


                                       10


<PAGE>



this  Agreement  or in  any  agreement  or  document delivered in connection
with the  transactions  contemplated by this Agreement; (2) any breach of
warranty or  misrepresentation  in this  Agreement  or in any agreement or
document delivered in connection with the transactions contemplated by this
Agreement;  or (3) failure of the Indemnifying  Party to fulfill  its obligation
regarding  liability  as  apportioned  in Section  1.02  above.  The Indemnified
Party shall promptly  notify the  Indemnifying  Party in writing of each claim
it may have for  indemnification under this Section 7.02, within the limitations
period as set forth in Section 7.01 above,  and in accordance  with Section 8.05
below.

         7.03     Limitation of Warranties and Liability. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES WHATSOEVER  WITH
RESPECT  TO  ITS  BUSINESS  OR  THE  TRANSFERRED  ASSETS,  EXPRESS,  IMPLIED  OR
STATUTORY,  INCLUDING WITHOUT  LIMITATION ANY IMPLIED WARRANTIES WITH RESPECT TO
MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

                                  ARTICLE VIII
                            Miscellaneous Provisions

         8.01     Public  Announcements.  Except as the other  party  hereto
shall authorize in writing or as required by law, including  without limitation,
applicable  securities laws, the parties hereto shall not, and shall cause their
respective  officers,  directors,  employees,  affiliates  and  advisors  not to
disclose any matter or matters relating to this transaction to any person not an
officer, director,  employee,  affiliate or advisor of such party. The Purchaser
and Seller shall agree about the content of any  statement or  communication  to
the public or the press prior to issuing any statement or  communication  to the
public or the press regarding the  transactions  contemplated by this Agreement.
Nothing in this Section 8.01 shall  restrict the  Purchaser  from  promoting the
Product in any manner it deems appropriate after the Closing.

         8.02     Amendment; Waiver. Neither this Agreement, nor any of the
terms or provisions hereof, may be amended, modified, supplemented or waived,
except by a written instrument signed by the parties hereto.  No  waiver  of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof, nor shall such waiver constitute a continuing
waiver. No failure of either party to insist upon strict compliance by the other
party with any  obligation,  covenant,  agreement or condition contained in this
Agreement shall  operate as a waiver of, or estoppel  with respect to, any
subsequent  or other failure.

         8.03     Fees and Expenses.  Each of the parties shall bear and pay its
own costs and expenses incurred in  connection  with  the  origin,  preparation,
negotiation,  execution  and  delivery  of this  Agreement  and the  agreements,
instruments,  documents and transactions  referred to in or contemplated by this
Agreement  including,  without limitation,  any fees, expenses or commissions of
any of its advisors,  agents, finders or brokers. The Seller shall indemnify the
Purchaser against any claims of third parties of any brokerage, finder's agent's
or similar fees or commissions in connection with the transactions  contemplated
hereby  insofar  as  such  claims  are  alleged  to be  based on arrangements or


                                       11


<PAGE>



contacts  made  by,  to  or  with  the  Seller or its  respective  advisors or
representatives.

         8.04     Creditor Claims. In addition to any other indemnities provided
in this Agreement,  the Seller shall indemnify and hold the Purchaser harmless
from and against any and all liens claimed against any of the Transferred Assets
by any creditor arising from any  credit  extended  to the  Seller  prior to the
Closing.

         8.05     Notices.  All notices and other  communications   required  or
permitted under this Agreement shall be in writing and mailed by certified mail,
faxed with a copy by  certified  mail or  delivered  by courier  with  signature
required for delivery:

         (i) If to the Seller, to:      Optim Nutrition
                                      ` 2401 South Foothill Drive
                                        Salt Lake City, Utah 84109
                                        Fax (801) 466-3741

                                        Attention: Randy Olshen

             With a copy to:            Durham Jones & Pinegar
                                        Key Bank Tower
                                        50 South Main, Suite 800
                                        Salt Lake City, Utah 84144
                                        Fax (801) 538-2425

                                        Attention: Kevin R. Pinegar

         (ii) If to the Purchaser, to:  ICN Pharmaceuticals, Inc.
                                        3300 Hyland Avenue
                                        Costa Mesa, California 92626
                                        Fax No. (714) 641-7274

                                        Attention: General Counsel

All notices that are addressed as provided in this Section 8.05 (1) if delivered
personally against proper receipt or by fax with copy by certified mail shall be
effective  upon  delivery and (2) if delivered by certified by  registered  mail
with  postage  prepaid or by Federal  Express or similar  Courier  service  with
courier fees paid by the sender shall be effective upon receipt.

         8.07     Assignment.  This Agreement and all of the provisions hereof
shall be binding and inure to the benefit of the parties  hereto and their
respective successors and permitted assigns.  Neither this Agreement nor any of
the rights, interests or obligations hereunder may be assigned by the parties
hereto without the prior written consent  of the  other  party.  Any  assignment
that is in violation of this Section 8.07 shall be void ab initio.


                                       12


<PAGE>


         8.08     Entire Agreement.  This Agreement constitutes the entire
understanding of the parties with respect to its subject matter.

         8.09     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 in which the defendant's
principal  offices are located (i.e., Utah court if the Seller is the  defendant
and  California court if the Purchaser 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.

         8.10     Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and all of which shall deemed to
be one and the same agreement.

         IN WITNESS WHEREOF, the parties have executed this agreement, effective
as of the date first set forth above.

OPTIM NUTRITION, INC.                        ICN PHARMACEUTICALS, INC.



By:    /s/ Randy Olshen                      By:  /s/ Bill A. MacDonald
   ------------------------------------         -------------------------------
       Randy Olshen                               Bill A. MacDonald
       President                                  Executive Vice President
                                                  Strategic Planning


                                       13