Exhibit 10.1

     SEPARATION/SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
    -------------------------------------------------------

     THIS SEPARATION/SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS (the
"Agreement") is entered into this 27th day of March, 1998 by  and
among   Magellan   Technologies,   Inc.,   a   Utah   corporation
("Magellan"),  ProHealth, Inc., a Utah corporation ("ProHealth"),
BioMeridian    International,   Inc.,    a    Utah    corporation
("BioMeridian")   [Magellan,  ProHealth,  and   BioMeridian   are
collectively  referred to as the "Magellan  Parties"],  James  H.
Clark, an individual ("J. Clark"), Willis H. Clark, an individual
("W. Clark") and Joe S. Galloway, an individual ("Galloway")  [J.
Clark, W. Clark and Galloway are collectively referred to as  the
"Stockholders"].
                            Recitals
                            --------
      A.    Magellan, ProHealth and the Stockholders entered into
that certain Merger Agreement dated as of the 1st day of October,
1997  (the "Merger Agreement") pursuant to which BioSource, Inc.,
an  entity  owned  100%  by the Stockholders  ("BioSource"),  was
merged  with and into ProHealth.  In connection with such  merger
(the  "Merger"), each of the Stockholders entered  into  separate
Employment  Agreements dated October 20, 1997 (collectively,  the
"Employment Agreements") and Royalty Agreements dated October 20,
1997  (collectively  the  "Royalty Agreements")  with  ProHealth.
Subsequent  to the Merger, the business of BioSource acquired  in
the  Merger,  including  the  rights and  obligations  under  the
Employment   and   Royalty   Agreements,   was   transferred   to
BioMeridian,   a   newly  formed,  wholly-owned   subsidiary   of
ProHealth.

      B.    Various disputes have arisen between the parties with
respect  to  the Merger Agreement, the Employment Agreements  and
the   Royalty   Agreements,  and  the  transactions,   covenants,
representations  and warranties, and indemnification  obligations
set forth therein.

     C.   The parties now desire to resolve such disputes.

      To resolve the disputes between them and for other good and
valuable  consideration, the receipt and sufficiency of which  is
hereby  acknowledged by each party, the parties hereby  agree  as
follows:
                           Agreement
                           ---------
      1.   Cancellation of Shares.  The Stockholders hereby agree
           -----------------------
that  a total of 1,275,000 shares of the Common Stock of Magellan
(the "Magellan Common Stock") that was issued to the Stockholders
pursuant to the terms of the Merger shall be returned to Magellan
and  cancelled.  Each Stockholder shall return 425,000 shares  of
the   Magellan  Common  Stock.   The  Magellan  Parties  and  the
Stockholders  mutually  agree that  the  Escrow  Agreement  dated
October  20,  1997 is terminated and all shares of  the  Magellan
Common  Stock  held by the Escrow Agent pursuant  to  the  Escrow
Agreement  shall be delivered to Magellan and cancelled  pursuant
to this Section 1.
                                 1
<PAGE>      
      
      2.    Termination of Employment Agreement--J.  Clark.   The
            -----------------------------------
Magellan  Parties  and  J. Clark mutually agree  J.  Clark  shall
resign  his  employment and that the employment of J. Clark  with
any   Magellan  Party  is  terminated  and  that  the  Employment
Agreement  dated October 20, 1997 between J. Clark and  ProHealth
and its assigns is terminated effective March 15, 1998, including
any  and  all rights to any bonus or other incentive compensation
(including  the  bonus contemplated by Section  3.2  thereunder).
Notwithstanding the termination of the Employment Agreement,  the
provisions of Sections 2.5 (assignment of intellectual property),
5.1  (return  of  property) and Section 6 (confidentiality,  non-
compete and related provisions) of the Employment Agreement shall
remain in full force and effect (provided, that J. Clark shall be
released from the non-compete provisions as set forth in  Section
10  below), and J. Clark shall receive that portion of  his  base
salary  that would have accrued through the date of execution  of
this Agreement.

      3.    Termination of Employment Agreement--W.  Clark.   The
            -----------------------------------
Magellan Parties and W. Clark mutually agree that W. Clark  shall
resign  his  employment and the employment of W. Clark  with  any
Magellan  Party  is terminated and that the Employment  Agreement
dated  October  20, 1997 between W. Clark and ProHealth  and  its
assigns  is  terminated effective upon March 15, 1998,  including
any  and  all rights to any bonus or other incentive compensation
(including  the  bonus contemplated by Section  3.2  thereunder).
Notwithstanding the termination of the Employment Agreement,  the
provisions of Sections 2.5 (assignment of intellectual property),
5.1  (return  of  property) and Section 6 (confidentiality,  non-
compete and related provisions) of the Employment Agreement shall
remain in full force and effect (provided, that W. Clark shall be
released from the non-compete provisions as set forth in  Section
10  below), and W. Clark shall receive that portion of  his  base
salary  that would have accrued through the date of execution  of
this Agreement.

      4.    Royalty Agreement.  Each of the Stockholders and  the
            -----------------
Magellan Parties agree that each of the Royalty Agreements, which
by  their  terms  are  to terminate upon the termination  of  the
employment  of  J. Clark, shall terminate upon the  execution  of
this Agreement.

      5.    Medical  Coverage.  The Magellan  Parties  will  make
            -----------------
available  medical  benefit coverage to J. Clark  and  W.  Clark,
pursuant to COBRA for the period prescribed by law.  Any premiums
required to maintain such medical benefit coverage shall be  paid
by J. Clark and W. Clark, respectively.

                                 2
<PAGE>
      
      6.    License  Agreement.       The Magellan Parties  shall
            ------------------
return ownership of and title to the technology received from the
Stockholders  pursuant  to the Merger Agreement.    The  Magellan
Parties,  however, shall retain all right, title and interest  in
and  to  any  technology developed by the Magellan Parties  after
October  1,  1997.   The Stockholders will enter into  a  license
agreement  ("License Agreement") with BioMeridian.   The  License
Agreement  shall entitle BioMeridian to distribute,  manufacture,
and  further  develop  the technology acquired  by  the  Magellan
Parties from BioSource in the Merger Agreement and reconveyed  to
the  Stockholders pursuant to this Section, which includes a  DOS
system  software,  3.1 software, and DCM  units.    The  form  of
License  Agreement  is  attached  hereto  as  Exhibit  "A,"   and
provides, among other things, that:
(a)  BioMeridian shall pay no royalties on the technology covered
by  the  license,    (b)    the license shall be  perpetual,  (c)
the  license shall be non-exclusive,  (d)       the license shall
be  nontransferrable, (e) any enhancements or developments of the
technology  made  by  the Stockholders after  the  date  of  this
Agreement  shall  inure to their benefit and shall  not  be  made
available  to  the Magellan Parties, and (f) any enhancements  or
developments of the technology made
by  the  Magellan Parties after the date of this Agreement  shall
inure  to  their benefit and shall not be made available  to  the
Stockholders.  The Stockholders shall not represent that they are
identified  with,  a part of, or in any way affiliated  with  the
Magellan  Parties in the manufacture, distribution, or  marketing
of their products and services under the License Agreements.

      7.    Technical  Documents.  The Magellan Parties  received
            --------------------
certain  technical  documentation from  the  Stockholders  for  a
Windows95 product as part of the Magellan Parties' acquisition of
BioSource.   The Magellan Parties agree to provide  each  of  the
Stockholders with a copy of the technical documentation  received
by  the  Magellan  Parties from BioSource  at  the  time  of  the
acquisition.   The Magellan Parties shall have no  obligation  to
provide the Stockholders with any technical information regarding
development  of  the  Windows95 product or any  other  technology
since  the time of the acquisition.  The Magellan Parties  retain
all  right,  title and interest in and to the Windows95  software
and  hardware products and any technology that has been developed
since the time of the Merger Agreement and the Stockholders shall
have  no right, title or interest to development of the Windows95
product or any other technology developed since October 1, 1997.

     8.   BioSource Name.  The Magellan Parties hereby relinquish
          --------------
all  right, title and interest in and to the name "BioSource" and
agree  that  they shall not use the "BioSource"  name  for  their
business  or  products,  except insofar as  may  be  required  to
identify  the former identity or derivation of their  product  or
business  or  as  may be required by law.  The Magellan  Parties,
however,  retain  all  rights  to  the  "LISTEN"  name  and   the
"BioMeridian"  name  and  Stockholders shall  have  no  right  or
license to use such names.
                                 3
<PAGE>
      9.    Cash  Payments to Stockholders.  Pursuant to  Section
            ------------------------------
1.6(d)  of  the Merger Agreement, the Magellan Parties agreed  to
pay  each  of the Stockholders $50,000 as part of the acquisition
of BioSource.  The Magellan Parties agree that any portion of the
$50,000  payments to each of the Stockholders that have  not  yet
been paid shall be paid by the Magellan Parties upon execution of
this  Agreement.  The Magellan Parties further agree  to  pay  J.
Clark and W. Clark $20,000 each as severance pay.  This sum shall
be  paid in an initial payment of $10,000 to each of J. Clark and
W.  Clark  on or before April 10, 1998.  The balance  of  $10,000
each shall be paid to J. Clark and W. Clark on or before July 20,
1998.

      10.   Non-Competition.  Each Stockholder shall be  free  to
            ---------------
compete   with   the   Magellan  Parties  in   the   manufacture,
distribution, and sale of the technology conveyed to the Magellan
Parties   in  the  Merger  Agreement,  and  reconveyed   to   the
Stockholders in Section 6 above.

      11.   Share  of Inventory.  BioMeridian agrees to  give  J.
            -------------------
Clark  and  W.  Clark that portion of BioMeridian's inventory  of
equipment  identified  on Exhibit "B"  attached  hereto.   For  a
period  of  six  (6)  months after execution of  this  Agreement,
BioMeridian further agrees to sell equipment and parts  that  are
within the scope of the License Agreement described in Section  6
above,  from its inventory to J. Clark and W. Clark to the extent
available and consistent with the Magellan Parties' own  business
needs.   Any  such sales to J. Clark and W. Clark as provided  in
this Section 11 shall be at BioMeridian's cost.  Payment shall be
cash, payable at the time of purchase.

      12.   Customer Responsibility.  The Magellan Parties  shall
            -----------------------
have the responsibility for customer communication, training, and
support  for all of BioSource's or BioMeridian's current customer
base  whether  arising before or after the merger.  The  Magellan
Parties acknowledge, however, that each customer or user  of  its
system   shall   be  free  to  choose  its  own  future   support
relationships   as   between  the  Magellan   Parties   and   the
Stockholders.

     13.  Releases.

          (a)  Definitions.  For the purposes of this Section 13,
               -----------
     the following terms shall have the meanings set forth below:

                     "Claim" shall mean and refer to any and  all
          claims, liabilities, charges, demands, grievances,  and
          causes  of  action  of  any kind or  nature  whatsoever
          (including  without limitation claims for contribution,
          subrogation,  or  indemnification),  whether  known  or
          unknown,   suspected  or  unsuspected,  liquidated   or
          unliquidated.
                                 4
<PAGE>                     
                     "Magellan Affiliates" shall mean and  refer,
                      -------------------
          either individually or in any combination, to any  past
          or present officer, director, shareholder, employee, or
          agent  of  a Magellan Party; any individual  or  entity
          (including  without  limitation  any  past  or  present
          officer,  director, shareholder, employee or  agent  of
          such entity) that owns, directly or indirectly, a legal
          or beneficial interest (whether in whole or in part) in
          a  Magellan  Party;  or any entity  (including  without
          limitation  any  past  or  present  officer,  director,
          shareholder employee, or agent of such entity) in which
          a  Magellan Party owns, directly or indirectly, a legal
          or  beneficial interest (whether in whole or in  part),
          including  without  limitation, any other  partnership,
          joint   venture,  corporation,  or  limited   liability
          company.


          Except  as  previously set forth herein,  all  employee
     benefits  available to J. Clark and W. Clark  under  current
     policies of any Magellan Party or to which J. Clark  and  W.
     Clark   may  claim  to  be  entitled  under  the  Employment
     Agreement  ceased at 11:59 p.m. on the date of execution  of
     this Agreement.

           (b)  Release by Stockholders.  In consideration of the
                -----------------------
     release  of Claims by the Magellan Parties set forth herein,
     and  the  other  covenants and obligations of  the  Magellan
     Parties  set  forth  herein, each of the  Stockholders,  for
     himself  and  for  all  persons  or  entities  claiming  by,
     through,  or under him, hereby irrevocably, unconditionally,
     and  completely releases each of the other Stockholders  and
     the Magellan Parties and any and all Magellan Affiliates  of
     and  from any Claim that such Stockholder had, has,  or  may
     claim to have against any other Stockholder and any Magellan
     Party  or  any  Magellan Affiliate:   (1)  arising  from  or
     relating in any respect to the Merger Agreement, the  Escrow
     Agreement,the Employment Agreements, the Royalty  Agreements
     or  the  transactions contemplated by such  agreements;  (2)
     arising  from  or  relating  to  the  termination   of   the
     Employment  Agreements and the Royalty Agreements;  (3)  any
     and  all  claims  arising  out of  or  related  to  each  of
     Stockholder's  employment with the Magellan Parties  or  any
     Magellan  Affiliate or the termination of  that  employment;
     (4)   for   any   Claim  of  breach  of  any   warranty   or
     representation made in connection with the Merger Agreement,
     the  Escrow  Agreement,  the  Employment  Agreement  or  the
     Original  Royalty Agreement or the transactions contemplated
     thereby;  or (5) for any other Claims in any way related  to
     the Merger, the terminated Employment Agreements and Royalty
     Agreements.  Notwithstanding the foregoing, the Stockholders
     do  not  release the Magellan Parties from their obligations
     under this Agreement.
                                 5
<PAGE>
          (c)   Covenant  Not to Sue.  Each of the  Stockholders
                 --------------------
     promises  not to file, or permit to be filed on his  behalf,
     any lawsuit, charge, or complaint against any Magellan Party
     or  any  Magellan  Affiliate with any administrative  agency
     (except  as  allowed by law) or with any  state  or  federal
     court asserting any Claim released in Paragraph 13(b) above.
     In  addition, each Stockholder waives any right  to  recover
     damages, costs, and attorney's fees in any action brought by
     such  Stockholder or by any other party or entity (including
     without   limitation   the   Equal  Employment   Opportunity
     Commission,  the Utah Anti-Discrimination Division,  or  any
     equal  employment opportunity or anti-discrimination  agency
     of  any  other state) on such Stockholder's behalf asserting
     any Claim released by Paragraph 13(b).

           (d)  Damages.  Each Stockholder understands and agrees
               --------
     that,  if  such  Stockholder  breaches  the  terms  of  this
     Agreement, including without limitation the covenant not  to
     sue  set  forth in Paragraph 13(c), such breach will entitle
     the  Magellan Party or Magellan Affiliate against  whom  any
     lawsuit,  claim, or charge is brought to recover  all  legal
     fees  and  costs  (including expert fees) incurred  by  such
     Magellan  Party  or Magellan Affiliate in defending  against
     any action or charge brought against such Magellan Party  or
     Magellan Affiliate seeking recovery based on or arising from
     any Claim released by this Agreement.


           (e)   Release  by Magellan.  In consideration  of  the
                 --------------------
     release of Claims by the Stockholders set forth herein,  and
     the  other covenants and obligations of the Stockholders set
     forth  herein, each of the Magellan Parties, for itself  and
     for  all persons or entities claiming by, through, or  under
     it,  hereby  irrevocably,  unconditionally,  and  completely
     releases each of the Stockholders of and from any Claim that
     such  Magellan Party had, has, or may claim to have  against
     any  Stockholder:   (1)  arising from  or  relating  in  any
     respect  to the Merger Agreement, the Escrow Agreement,  the
     Employment  Agreements,  the  Royalty  Agreements   or   the
     transactions  contemplated by such agreements;  (2)  arising
     from  or  relating  to  the termination  of  the  Employment
     Agreements  and  the Royalty Agreements;  (3)  any  and  all
     claims  arising  out of or related to each of  Stockholder's
     employment  with  the  Magellan  Parties  or  any   Magellan
     Affiliate or the termination of that employment, (4) for any
     Claim  of breach of any warranty or representation  made  in
     connection  with the Merger Agreement, the Escrow Agreement,
     the  Employment Agreement or the Original Royalty  Agreement
     or  the  transactions contemplated thereby; or (5)  for  any
     other  Claims  in  any  way  related  to  the  Merger,   the
     terminated  Employment  Agreements and  Royalty  Agreements.
     Notwithstanding the foregoing, the Magellan Parties  do  not
     release  the Stockholders from their obligations under  this
     Agreement.
                                 6
<PAGE>     
     14.  Covenants of the Parties.
          -------------------------
           (a)   Non-Disparagement Agreement.   Each  Stockholder
                 ----------------------------
     agrees  that  he  will  not make any statement  or  remarks,
     whether  written or oral, about any Magellan  Party  or  any
     Magellan  Affiliate  or take any action whatsoever  that  is
     false  or could be considered to be disparaging or otherwise
     detrimental to the reputation of any Magellan Party  or  any
     Magellan Affiliate or that is or could negatively affect  or
     otherwise  interfere  with the business  relationship  of  a
     Magellan Party or of any Magellan Affiliate with any of  its
     current  or  potential  employees, shareholders,  directors,
     customers,   business  associates,  or  federal   or   state
     regulatory  agencies,  except as  required  by  law  and  in
     response  to  a  subpoena issued by an agency  or  court  of
     competent jurisdiction.

           (b)   Non-Disparagement/Non-Disclosure.  Each Magellan
                 ---------------------------------
     Party agrees to cause its executive officers not to make any
     statements  or remarks, whether written or oral,  about  any
     Stockholder or take any action whatsoever that is  false  or
     could   be   considered  to  be  disparaging  or   otherwise
     detrimental to the reputation of any Stockholder, except  as
     required by law and in response to a subpoena issued  by  an
     agency  or  court of competent jurisdiction.  Each  Magellan
     Party further agrees that they will not disclose information
     contained in their personnel file regarding a Stockholder to
     any  third party except as required by law or at the written
     request of such Stockholder.

            (c)    Confidentiality.   Each   Stockholder   hereby
                   ---------------
     acknowledges and agrees that during his employment with  any
     Magellan  Party  (including  BioSource  which  was  acquired
     pursuant to the Merger), such Stockholder had access  to  or
     acquired  information  relating to the  products,  services,
     trade  secrets,  technology, ideas, copyrights,  trademarks,
     service marks, methods, processes, research and development,
     hardware, software, purchasing, accounting, business methods
     and  techniques (including without limitation  all  customer
     lists,  records  of  customer usage  and  requirements,  and
     similar  information relating to customers or to prospective
     customers), marketing and/or sales plans or proposals,  cost
     information,  financial information, pricing materials,  and
     business  communications  of each  Magellan  Party  and  the
     Magellan  Affiliates (including those of BioSource  acquired
     in the Merger) (the "Confidential Information").  To protect
     the Confidential Information of each Magellan Party and each
     Magellan  Affiliate, each Stockholder agrees  that  he  will
     not,  without  the  express prior  written  consent  of  the
     President  of  Magellan:  
                                 7
<PAGE>     
     (i) ever directly  or  indirectly,
     intentionally  or  unintentionally,  reveal,  disclose,   or
     disseminate   to  any  person  or  entity  any  Confidential
     Information  or any other information of any Magellan  Party
     or of any Magellan Affiliate or any other matters concerning
     the  business  affairs  of  any Magellan  Party  or  of  any
     Magellan  Affiliate  or (ii) ever use  or  exploit  for  any
     purpose,  including without limitation for the  personal  or
     financial gain of such Stockholder or of any other person or
     entity,  any  of the Confidential Information or  any  other
     information  of  any  Magellan  Party  or  of  any  Magellan
     Affiliate  except  as  expressly permitted  by  the  License
     Agreement.   Each  of  J. Clark and W.  Clark  agrees  that,
     within  five (5) business days of his execution and delivery
     of  this  Agreement to Magellan, he will return to Magellan,
     without retaining any copy or duplicate of any type thereof,
     any Confidential Information or any other information of any
     Magellan Party or of any Magellan Affiliate.

           (d)  Injunctive Relief.  In the event of an actual  or
                -----------------
     threatened breach by a Stockholder of this Section 14,  each
     Stockholder  specifically  acknowledges  that  the  Magellan
     Party or any Magellan Affiliate will incur incalculable  and
     irreparable damage for each such actual or threatened breach
     and that any Magellan Party or any Magellan Affiliate has no
     adequate  remedy  at law for any such actual  or  threatened
     breach.   Therefore, each Stockholder acknowledges that  any
     Magellan  Party or any Magellan Affiliate shall be  entitled
     to injunctive relief immediately and permanently restraining
     the  Stockholders from such continuing or threatened breach.
     The  rights and remedies of the parties hereto shall not  be
     mutually exclusive, and the exercise of one or more  of  the
     rights or remedies provided for by this Agreement shall  not
     preclude  the  exercise  of  the other  rights  or  remedies
     provided  for by this Agreement or by law, equity,  statute,
     or otherwise.

      15.   Indemnities.   Each  of the  Stockholders  agrees  to
            ------------
indemnify and hold harmless the  Magellan Parties from any  claim
or  cause of action arising from products or services provided by
the   Stockholders  or  BioSource  prior  to  October  20,  1997,
irrespective  of whether the Claim arose before or after  October
20,  1997.   The  Magellan Parties agree to  indemnify  and  hold
harmless  the  Stockholders from any claim  or  cause  of  action
arising  from  products  or  services provided  by  the  Magellan
Parties  from October 20, 1997 to the date of execution  of  this
Agreement irrespective of whether the Claim arose before or after
the date of execution of this Agreement.
                                 8
<PAGE>
      16.   Acknowledgment.  Except as provided  in  the  License
           ---------------
Agreement  and  Sections 6, 7 and 8 above, the  Magellan  Parties
hereby  acknowledge and confirm that they do not have any  rights
to  or  interest in any of the intellectual property, inventions,
secret  processes,  copyrights,  trade  secrets,  patents,  trade
names,  service  marks  and  other intellectual  property  rights
related  to the LISTEN system or any other intellectual  property
rights associated with the LISTEN system or otherwise utilized by
the  Stockholders, and that such rights are owned exclusively  by
Stockholders.   The  Magellan  Parties  hereby  assign   to   the
Stockholders  any  and  all right, title and  interest  that  the
Magellan  Parties may have in and to such intellectual  property.
The  Magellan Parties agree to execute such further documents and
to  take  such further actions as may be necessary to verify  and
establish   title   to  such  intellectual  property   with   The
Stockholders.

      17.   No Admission.  This Agreement is NOT an admission  by
            ------------
any  Magellan Party or any Magellan Affiliate, and each  Magellan
Party and any and all Magellan Affiliates specifically deny, that
it  or s/he has violated any contract, law, or regulation or that
it   or  s/he  has  discriminated  against  the  Stockholders  or
otherwise  infringed on their rights and privileges or  done  any
other wrongful act.

      18.   Payment.  Each of J. Clark and W. Clark  acknowledges
            --------
that  upon  receipt of the payment of the amounts  set  forth  in
Section 9 above, he has received all monies due and owing to  him
from any Magellan Party or any Magellan Affiliate under the terms
of  the Employment Agreement and Royalty Agreement, including but
not  limited to all wages earned by him through his last  day  of
employment  with the Magellan Parties.  Each of J. Clark  and  W.
Clark  acknowledges that, except as provided in Section 9  above,
neither  any  Magellan Party nor any Magellan Affiliate  has  any
obligation to make severance, golden parachute, bonus, salary, or
other  payments  to him with respect to his employment  with  the
Magellan Parties.

      19.  Notices.  Any notice required or permitted to be given
           --------
under this Agreement shall be given at the following address:

          To Magellan:              Magellan Technologies, Inc.
                                    13526 South 110 West
                                    Draper, Utah  84020
                                    Attn: Doug Angus

           To  the Stockholders:    The addresses set forth on Exhibit "C."

                                 9
<PAGE>                           
      20.   Entire  Agreement.   This  Agreement  is  the  entire
            -----------------
agreement  between the parties.  No other promises or  agreements
have been made to the Stockholders other than those contained  in
this  Agreement.  This Agreement may not be modified except by  a
document   signed   by  Magellan  and  each  Stockholder.    Each
Stockholder warrants that he has not assigned any Claim  released
by  this Agreement, or any interest therein, to any third  party.
This  Agreement shall be interpreted, construed, and enforced  in
accordance with the laws of Utah, and each party submits  himself
or  itself to the exclusive, personal jurisdiction of the  courts
situated  in Salt Lake County, Utah to resolve any dispute  among
them, including without limitation any dispute arising under this
Agreement.  Any waiver by any party hereto of any breach  of  any
kind  or  character whatsoever by any other party,  whether  such
waiver  be  direct  or  implied, shall  not  be  construed  as  a
continuing  waiver  of, or consent to, any subsequent  breach  of
this  Agreement on the part of the other party.  In addition,  no
course  of  dealing  between  the  parties,  nor  any  delay   in
exercising  any rights or remedies hereunder or otherwise,  shall
operate  as  a  waiver of any of the rights or  remedies  of  the
parties.  The provisions of the Agreement are severable.  If  any
part  of  this Agreement is found to be unenforceable, the  other
provisions shall remain fully valid and enforceable.  It  is  the
intention and agreement of the parties that all of the terms  and
conditions hereof be enforced to the fullest extent permitted  by
law.  This Agreement shall inure to and bind the heirs, devisees,
executors,  administrators, personal representatives, successors,
and assigns of the respective parties hereto.

     21.  Legal Fees.  If a proceeding is brought to enforce this
          -----------
Agreement,  the  prevailing party shall be  entitled  to  recover
reasonable  attorney's  fees, costs, and  expenses  incurred,  in
addition to any other relief to which such party may be entitled.

     22.  Acknowledgement.  Each Stockholder acknowledges that he
          ---------------
has  read  this  Agreement carefully and  fully  understands  the
meaning  of  the  terms  of  this  Agreement.   Each  Stockholder
acknowledges that he has executed this Agreement voluntarily  and
of  his  own  free will and that he is knowingly and  voluntarily
releasing and waiving all Claims that he has or may have  against
any  Magellan  Party  or  any Magellan Affiliate  to  the  extent
provided above.

      23.   Consultation  with Legal Counsel.   Each  Stockholder
            --------------------------------
further acknowledges that he has been advised, by this Agreement,
to  consult with an attorney of his choice prior to signing  this
Agreement.   Each  party agrees that he or  it  shall  be  solely
responsible for any attorney's fees incurred by that party in the
negotiation and execution of this Agreement.

                                 10
<PAGE>
      24.  Counterparts.  This Agreement may be signed in one  or
           ------------
more counterparts, each of which shall be considered an original,
and  all  of which together shall constitute one document.   This
Agreement   may  be  signed  by  facsimile  signature;  provided,
however,  that if any party to this Agreement signs by  facsimile
signature,  within  20 days of signing by facsimile,  such  party
shall  provide to the other party to this Agreement  a  duplicate
original bearing the party's original signature, written in ink.

      25.   Waiver  of  Jury  Trial.  The parties  hereto  hereby
           ------------------------
irrevocably  waive the right to a trial by jury in  any  and  all
actions  or proceedings brought with respect to any provision  of
this Release or the enforceability thereof or to any other claims
or disputes between them.

      26.  Cooperation.  Each party hereto agrees to execute  and
           ------------
deliver  such additional documents and instruments and to perform
such  additional acts as any party may reasonably request  or  as
may   be  reasonably  necessary  or  appropriate  to  effectuate,
consummate  or perform any of the terms, provisions or conditions
of this Agreement.

      27.   Debt to Ruth Clark.  The Magellan Parties agree  that
            ------------------
the  debt  owing to Ruth Clark from BioMeridian will be  paid  in
full  in  monthly payments as previously agreed,  on  time,  with
proof  of  payment  provided  to  Stockholders  by  the  Magellan
Parties.   The Magellan Parties will hold harmless and  indemnify
Stockholders against any liability to Ruth Clark for this debt.

      28.   Transfer of Property.  The Magellan Parties agree  to
            ---------------------
give  J.  Clark  and W. Clark the books, records,  pictures,  and
office equipment on Exhibit "D" attached hereto.

       29.   Patent  Cooperation.   The  Magellan  Parties  agree
             --------------------
reasonably  to cooperate with the Stockholders in seeking  patent
protection  of  the technology covered by the License  Agreement.
The Stockholders shall bear all expenses associated with attempts
to  secure  patent  protection. All right,  title,  goodwill  and
interest,  including ownership of any patents that may be  issued
covering the technology covered by the License Agreement shall be
the  property of the Stockholders except for such rights  as  are
granted to the Magellan Parties under the License Agreement.

                                 11
<PAGE>
       IN   WITNESS  WHEREOF,  the  parties  have  executed  this
Severance/Settlement Agreement and Release of Claims on the dates
set forth below to be effective as of March 27, 1998.

                                   STOCKHOLDERS


DATED: 27 Mar 1998                      /s/ James H. Clark
       -------------------------      ------------------------------------
                                       James H. Clark

DATED: 27 Mar 1998                      /s/ Willis H. Clark
       -------------------------      ------------------------------------
                                       Willis H. Clark

DATED: 27 Mar 1998                      /s/ Joe S. Galloway
       -------------------------      ------------------------------------
                                       Joe S. Galloway



                                      MAGELLAN TECHNOLOGIES, INC.,
                                          a Utah corporation



DATED: 27 Mar 1998                    By: /s/ William A. Fresh           
       -------------------------      ------------------------------------
                                        
                                         Its: CEO


                                       PROHEALTH, INC.,
                                         a Utah corporation

DATED: 3/27/98                        By: /s/ William A. Fresh          
       -------------------------      ------------------------------------

                                         Its: CEO



                                       BIOMERIDIAN INTERNATIONAL,INC.,
                                         a Utah corporation

DATED: 3/27/98                        By: /s/ William A. Fresh            

                                         Its: CEO
                                 12
<PAGE>

STATE OF UTAH       )
                    : ss.
COUNTY OF UTAH      )

      On  the 27th day of March, 1998, personally appeared before
me  James  H. Clark, who duly acknowledged to me that he executed
the  foregoing  Separation/Settlement Agreement  and  Release  of
Claims.


DATED: 3/27/98                          /s/ Lynnea Lund                  
       -------------------------      ------------------------------------
                                        Notary Public
                                        Residing at: SLC, Utah

                                 12
<PAGE>
STATE OF UTAH       )
                    : ss.
COUNTY OF UTAH      )

      On  the 27th day of March, 1998, personally appeared before
me  Willis H. Clark, who duly acknowledged to me that he executed
the  foregoing  Separation/Settlement Agreement  and  Release  of
Claims.


DATED:   3/27/98                         /s/ Lynnea Lund
       -------------------------      ------------------------------------
                                        Notary Public
                                        Residing at: SLC, Utah

STATE OF UTAH       )
                    : ss.
COUNTY OF UTAH      )

      On  the 26th day of March, 1998, personally appeared before
me  Joe S. Galloway, who duly acknowledged to me that he executed
the  foregoing  Separation/Settlement Agreement  and  Release  of
Claims.


DATED:  3/26/98                         /s/ Lynnea Lund
       -------------------------      ------------------------------------
                                      Notary Public
                                      Residing at: SLC, Utah


                                 13
<PAGE>
STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

     On the 27th day of March,  1998,  personally  appeared before me William A.
Fresh,  who duly  acknowledged  to me that he is the  Presiden/CEO  of  Magellan
Technologies,  Inc.,  that he has the power and  authority  to execute the above
Separation  Agreement and Release of Claims on behalf of Magellan  Technologies,
Inc.,  and that he executed the  foregoing  Separation  Agreement and Release of
Claims on behalf of Magellan Technologies, Inc.


DATED:   3/27/98                         /s/ Lynnea Lund
       -------------------------      ------------------------------------
                                       Notary Public
                                       Residing at: SLC, Utah

STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

     On the 27th day of March,  1998,  personally  appeared before me William A.
Fresh, who duly  acknowledged to me that he is the CEO of ProHealth,  Inc., that
he has the power and  authority to execute the above  Separation  Agreement  and
Release  of Claims  on  behalf of  ProHealth,  Inc.,  and that he  executed  the
foregoing  Separation  Agreement  and Release of Claims on behalf of  ProHealth,
Inc.


DATED:  3/27/98                          /s/ Lynnea Lund
       -------------------------      ------------------------------------
                                       Notary Public
                                       Residing at: SLC, Utah


STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

     On the 27th day of March,  1998,  personally  appeared before me William A.
Fresh,  who  duly  acknowledged  to  me  that  he  is  the  CEO  of  BioMeridian
International,  Inc.,  that he has the power and  authority to execute the above
Separation   Agreement   and   Release  of  Claims  on  behalf  of   BioMeridian
International, Inc., and that he executed the foregoing Separation Agreement and
Release of Claims on behalf of BioMeridian International, Inc.


DATED:   3/27/98                       /s/ Lynnea Lund
       -------------------------      ------------------------------------
                                      Notary Public
                                      Residing at: SLC, Utah 
                                 
                                 14
<PAGE>

                          "EXHIBIT A"

            INTELLECTUAL PROPERTY LICENSE AGREEMENT
            ---------------------------------------

      THIS  AGREEMENT, dated as of March 27th, 1998, (hereinafter
the "Effective Date") is between BioMeridian International, Inc.,
a  Utah  corporation whose principal place of business is located
at  216  North  Orem  Boulevard, Orem, Utah  84057,  (hereinafter
"BIOMERIDIAN"), and James Hoyt Clark, an individual  residing  at
432 N 750 E Lindon UT  84042, Willis H.  Clark,  an
individual  residing at 1065 N 1500 W Provo, UT  84604
and    Joe    S.    Galloway,   an   individual    residing    at
1636 N. Murdock Dr. Pleasant (hereinafter "LICENSORS").

                      W I T N E S S E T H

      WHEREAS,  Licensors are the owners of patent  applications,
patent  rights, trade secrets, know how, copyrights,  trademarks,
service  marks,  and  other  intellectual  property  relating  to
electrodermal diagnosis and treatment equipment, and  techniques,
and  have  the  right  to license this intellectual  property  to
others; and

      WHEREAS,  BioMeridian  desires to acquire  perpetual,  non-
exclusive,  royalty  free licenses of some  of  the  intellectual
property developed before October 20, 1997;

      NOW  THEREFORE, in consideration of the promises and mutual
covenants  herein contained, BIOMERIDIAN and LICENSORS  agree  as
follows:

1.   DEFINITIONS
     -----------
      "Licensed  Technology"  means  LISTEN  DOS-based  operation
software, LISTEN Windows 3.1-based operating software and related
portable Digital Conductance Meter (DCM) units.

2.   LICENSES
     --------
      Subject  to  the  terms and conditions of  this  Agreement,
Licensors   grant  to  BioMeridian  a  perpetual,  non-exclusive,
nontransferrable royalty-free license to distribute, manufacture,
sell,  and further develop the Licensed Technology.  The  license
granted  herein specifically does not encompass and excludes  any
improvements  made  to the Licensed Technology  by  either  party
after the effective date of this Agreement.  Any enhancements  or
developments of the Licensed Technology after the effective  date
of  this  Agreement  shall inure solely to  the  benefit  of  the
developing individual or entity and is not subject to  the  terms
of this Agreement.

                                 15
<PAGE>
3.   TRADEMARKS
     ----------
       BioMeridian   relinquishes,  assigns,  and  transfers   to
Licensors  all right, title goodwill and interest in and  to  the
trademark,  service  mark  and logo  for  the  "BIOSOURCE"  mark.
Licensors  hereby  relinquish, assign  and  transfer  all  right,
title, goodwill, and interest in and to the "LISTEN, BIOMERIDIAN,
HUMAN  CALIBRATION,  VIRTUAL LIBRARY,  IMPRINTING  REMEDIES,  and
MERIDIANSCAN" trademarks, service marks, and logos.   A  six  (6)
month  phase-out  period shall begin upon the execution  of  this
Agreement  during  which each party will be  allowed  to  exhaust
their supplies of items bearing the aforementioned marks assigned
to others in this agreement.

4.   COOPERATION
     -----------
      BioMeridian will cooperate in the filing and prosecution of
patents and other intellectual property by executing in a  timely
manner   all   documentation  necessary  for  the  transfer   and
protection  of  the  intellectual  property  set  forth  in  this
Agreement.

5.   NOTICES AND OTHER COMMUNICATIONS
     --------------------------------
      Any notices or other communication required or permitted to
be  given to any party shall be sufficiently given on the date of
mailing  if  sent to such party by registered or certified  mail,
postage prepaid, addressed to it as its address set forth  below,
or  to  such other address as it may designate by written  notice
given to the other party.

          In the case of BioMeridian:

               216 North Orem Boulevard
               Orem, Utah  84057

          In the case of Licensors:

               James Clark
               432 N 750 E
               Lindon UT 84042

                                 16
<PAGE>
      IN  WITNESS  WHEREOF the parties hereby  have  caused  this
Agreement to be duly executed as follows:

BIOMERIDIAN INTERNATIONAL, INC.    LICENSORS



By: /s/ William A. Fresh                     By: /s/ James H. Clark
   -------------------------------              --------------------------
                                                  James H. Clark

Dated:  27 Mar 1998                          Dated: 27 Mar 1998


                                             By: /s/ Willis H. Clark
                                                ------------------------  
                                                    Willis H. Clark

                                             Dated: 27 Mar 1998


                                              By: /s/ Joe S. Galloway
                                                 -----------------------
                                                     Joe S. Galloway

                                              Date: 26 Mar 1998
<PAGE>

                          "EXHIBIT D"

         BOOKS, RECORDS, PICTURES AND OFFICE EQUIPMENT
         ---------------------------------------------  
           TO BE TRANSFERRED BY THE MAGELLAN PARTIES
           -----------------------------------------         
                    TO J. CLARK AND W. CLARK
                    ------------------------

          1.   Copies of files and records relating to education,
          training, and reference materials, currently stored  in
          filing   cabinets  in  the  BioMeridian  north  storage
          kitchen/breakroom.

          2.    Copies  of records and documents related  to  FDA
          documentation  regarding  all  previous   EDS   systems
          developed by J. Clark and the current systems developed
          by  BioSource,  covering  Acupath,  Interro,  Prophyle,
          Biopath, Data Touch, Digital Conductance Meter ("DCM"),
          AIM  65  and the LISTEN System.  These files  are  also
          currently  stored in the filing cabinets in  the  north
          storage kitchen/breakroom at BioMeridian.

          3.    The homeopathic picture currently hanging in  the
          foyer of BioMeridian.

          4.    All  books and other items in the bookshelves  of
          the  BioMeridian library belonging to J. Clark  and  W.
          Clark.

          5.   Files and file cabinets in the BioMeridian storage
          shed.
                                 17
<PAGE>
          6.     The  rocking  chair  currently  stored  in   the
          BioMeridian storage shed.

          7.    One drill press received from BioSource currently
          at SkyHook, to be returned to J. Clark.

          8.   The microwave at BioMeridian, is to be returned to
          W. Clark.

          9.     The   following  historical   devices   at   the
          BioMeridian  Training  Center:  Acupath  1000,  Interro
          Profile and Data Touch systems.

          10.    Pictures  at  the  BioMeridian  Training  Center
          belonging  to J. Clark and W. Clark may remain  at  the
          Training Center and used as reference material for  the
          time  being.   J. Clark and W. Clark will  request  the
          return of these pictures when they desire them.

          11.   Several  of  the book shelves in the  BioMeridian
          Library.

          12.   Copies of the software and hardware that  was  in
          the  possession of BioSource at the time of the  merger
          of  BioSource  with  Magellan in  October  1997.   This
          hardware and software will be provided to J. Clark  and
          W.  Clark  when  the Magellan Parties' patent  attorney
          determines that the software and hardware are no longer
          needed for purposes of securing a patent.
                                 18
<PAGE>