NON-COMPETITION AGREEMENT

         THIS AGREEMENT, ("Agreement"), is made by and between Biomune Systems,
Inc., a _______ corporation, Optim Nutrition, Inc., a Utah corporation,  and ICN
Pharmaceuticals, Inc., ("ICN") a Delaware corporation, on this ____ day
of _________, 2000.


                                   WITNESSETH:


         WHEREAS,  Optim Nutrition,  Inc. ("OPTIM") is a wholly owned subsidiary
of Biomune  Systems,  Inc.  ("BIOMUNE")  (collectively  the  "Promisors") and is
engaged in the development,  marketing,  sales and distribution of timed release
glucose products for people with hypoglycemia or diabetes, including the product
sold under OPTIM's trademark "NiteBite" (the "Product").

         WHEREAS,  concurrently  herewith,  OPTIM and ICN are  entering  into an
Asset Purchase Agreement transferring certain of OPTIM's assets, properties, and
rights relating to the Product, and ICN desires to ensure that during the course
of this Agreement  neither of the Promisors  will utilize their special  skills,
knowledge,  expertise and goodwill to develop,  market,  sell or distribute  the
Product, or any other timed release glucose product for people with hypoglycemia
or diabetes.

         NOW  THEREFORE,   for  and  in  consideration  of  the  Asset  Purchase
Agreement,  the premises,  mutual covenants and agreements contained herein, and
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 I
                                 Confidentiality

         1.01 Confidential Information.  The Promisors acknowledge that they are
acquainted with data, information, know-how, process parameters, fabrication and
manufacture techniques,  technical plans,  documentation,  customer lists, price
lists, business plans, marketing plans, financial information,  and the like, in
whatever form or medium (collectively "Confidential Information"), which:

         (a)      relate to the Product or other  products in the same  category
                  of  Products  and  which  (1) have not been  disclosed  to the
                  general  public or to the trade or  industry,  and (2) are not
                  generally known in the public or in the trade or industry; or

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         (b)      were received by the Promisors from a third party under an
                  ongoing obligation of confidentiality to the third party.

         1.02     Disclosure.  Promisors shall not use or disclose (directly  or
indirectly) any  Confidential  Information at any time or in any manner,  except
(i) as expressly  consented to in writing by ICN, (ii) as directed by a court of
competent  jurisdiction  after  notice to ICN,  (iii) in order to comply  with a
governmental  order or other legal  obligation  to disclose  (in which event ICN
will be first  notified and given  sufficient  opportunity  to seek and obtain a
protective order), (iv) with respect to information that is or becomes generally
available to the public in any manner or form through no fault of the  Promisors
or their employees, officers or agents, and (v) with respect to information that
is  rightfully  received  from another  source who is not under an obligation of
confidentiality or non-use, on a non-confidential basis.


                                   ARTICLE II
                     Non-Competition and Unfair Competition

         In consideration of the transactions contemplated in the Asset Purchase
Agreement,  and the mutual covenants contained herein and therein, the Promisors
each  agree  and  acknowledge  that a  breach  of any  of  the  following  would
constitute an act of unfair competition against ICN:

         2.01     Prohibited  Business  Activities.  For a period of five (5)
years (hereinafter  the "Covenant  Period"),  Promisors  shall not engage in any
other business  duties or pursuits  whatsoever,  or directly or indirectly
render any services of a business, commercial or professional nature to any
other person or entity, whether for compensation or otherwise, engaged in any
business competing with the Product (i.e., any  timed-release  glucose bar or
other product for the nutritional  management of diabetes or  hypoglycemia),
in the United States, or any other country in the world  (hereinafter the
"Covenant Area") or participate in or  encourage  or  assist  any other  person
or  entity in the  development, marketing,  sale or distribution of the  Product
or any other  product for the nutritional management of diabetes or hypoglycemia
(including but not limited to timed-release glucose bars) in the Covenant  Area,
whether  as a  director, officer, employee, consultant, adviser, independent
contractor or otherwise.

         2.02     Prohibited  Ownership  Interests. During the Covenant  Period,
Promisors shall not hold a legal or beneficial  interest in any person or entity
which is engaged in any business  competing  with the  Product,  in the Covenant
Area, whether such interest is as an owner, investor,  partner,  creditor (other
than as a trade creditor in the ordinary course of business),  joint venturer or
otherwise;  provided  however,  that  nothing  in the  foregoing  shall  prevent
Promisors from owning capital stock or other equity interests up to a maximum of
five percent (5%) in any entity with shares or other equity interests registered
pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934.

         2.03     Prohibited Solicitation. During the Covenant Period, Promisors
shall not solicit, divert or attempt to divert from ICN any customer of the
Product. The foregoing shall not be deemed to apply to any  solicitation of


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customers by Promisors  relating to products or services  other than  products
for the  nutritional  management  of diabetes or hypoglycemia (including
timed-release glucose bars).

                                   ARTICLE III
                               General Provisions

         3.01     Reasonableness of Terms. The Promisors agree and acknowledge
that the  scope of their  sales  are  worldwide  and  thus,  the  Covenant  Area
is a reasonable protected territory considering the transactions contemplated in
the Asset Purchase Agreement, and furthermore,  that a period of five (5) years
is a reasonable  Covenant  Period  given the  purchase  price and  the type  of
business to which this Agreement relates.

         3.02     Breach  by  Promisors.  The Promisors acknowledge  that  their
obligations  hereunder are necessary and reasonable to protect the Product,  and
expressly agree that monetary  damages would be inadequate to compensate ICN for
any breach of any provision set forth herein.  Accordingly,  the Promisors agree
and acknowledge  that any such violation will cause  irreparable  injury to ICN,
and that in addition to any other  remedies  that may be  available,  in law, in
equity,  or otherwise,  that ICN shall be entitled to obtain  injunctive  relief
against the threatened  breach of this Agreement or the continuation of any such
breach, without the necessity of proving actual damages.

         3.03     Waiver.  No waiver of any provision of this Agreement shall be
deemed or shall  constitute a waiver of any other  provision  hereof (whether or
not  similar),  nor shall such waiver  constitute  a  continuing  waiver  unless
otherwise  expressly provided in writing.  This Agreement may not be superseded,
amended or modified except by written agreement signed by the party against whom
it is to be enforced.

         3.04     Notice. 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:

         (a)      If to Promisors, to:       Optim Nutrition
                                             2401 South Foothill Drive
                                             Salt Lake City, Utah 84109
                                             Fax No. (801) 466-3741

                                             Attn: Randy Olshen

         (b)      If to ICN, to              ICN Pharmaceuticals, Inc.
                                             3300 Hyland Avenue
                                             Costa Mesa, California 92626
                                             Fax No. (714) 641-7274
                                             Attn:    General Counsel


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All notices that are addressed as provided in this Section 3.04 (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 or  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.

         3.05     Assignment.  This Agreement and its rights and obligations may
be assigned by ICN to a successor  to  its  rights  in  the  Product,  or to its
Affiliates without the prior written consent the Promisors.  Otherwise,  neither
this Agreement nor any of the rights and  obligations of a party hereunder shall
be assigned, delegated, sold, transferred, licensed or otherwise disposed of, by
operation of law or  otherwise,  to any third party,  without the prior  written
consent of the other party,  and any attempt to do so shall be a material breach
of this Agreement by the attempting party, and shall be void ab initio.

         3.06     Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their  respective  successors  and
permitted  assigns,  and in the case of ICN,  its  Affiliates.  Nothing  in this
Agreement,  express or implied, is intended to confer upon any person other than
the parties hereto (and in the case of ICN, its Affiliates), or their successors
or  permitted  assigns,  any  rights  or  remedies  under or by  reason  of this
Agreement.

         3.07     Severability.  If any provision of this Agreement is held
invalid or unenforceable,  the remainder of this Agreement shall nevertheless
remain in full force and effect.  If any provision is held invalid or
unenforceable with respect to any particular circumstances, it shall
nevertheless  remain in full force and effect in all other circumstances.
Finally, in the event a court finds any term to be unreasonable and therefore
unenforceable, the parties agree that the court should replace the  unreasonable
term with a term that it deems to be reasonable under the circumstances.

         3.08     Headings.  The section headings contained in this Agreement
are for convenience only and shall not affect the construction or interpretation
of this Agreement.

         3.09     Entire Agreement.  This Agreement together with the Asset
Purchase Agreement and all attachments  thereto contains the entire agreement
between the parties  with respect to the subject  matter  hereof and  supersedes
all prior agreements and understandings, oral or written, with respect to such
matter.

         3.10     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.

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<PAGE>


         IN WITNESS WHEREOF, the Promisors and ICN have signed this Agreement on
the day and year first above written.

OPTIM NUTRITION, INC.                        ICN PHARMACUETICALS, INC.



By:     /s/                                  By:    /s/
   -----------------------------------          ------------------------------
Name:   Randy Olshen                         Name:   Bill A. McDonald
     ---------------------------------            ----------------------------
Title:   President                           Title:  EVP Strategic Planning
      --------------------------------             ---------------------------


BIOMUNE SYSTEMS, INC.


By:   /s/
   -----------------------------------
Name:  Michael G. Acton
     ---------------------------------
Title:   President & CEO
      --------------------------------



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