INDEMNITY AGREEMENT

     THIS AGREEMENT is made and entered into as of March 11, 2000 by and between
Omni  Nutraceuticals,  Inc.,  a  Utah  corporation  (the  "Corporation"), and R.
Lindsey  Duncan  ("Duncan").

     RECITALS

     WHEREAS,  Duncan has performed a valuable service to the Corporation in his
capacity  as  Chairman  of  the  Board  of  Directors  of  the  Corporation; and

     WHEREAS,  the  stockholders  of  the  Corporation  have adopted bylaws (the
"Bylaws"")  and/or  Articles of Incorporation (the "Articles") providing for the
indemnification  of  the  current  and former directors, officers, employees and
agents  of  the Corporation, including persons who have served or are serving at
the  request  of  the  Corporation in such capacities with other corporations or
enterprises,  as  authorized  by  the  Utah  Corporations  Code, as amended (the
"Code");

     WHEREAS,  the  Articles,  Bylaws  and/or  the  Code, by their non-exclusive
nature,  permit  contracts  between  the  Corporation and its current and former
directors,  officers,  employees  and  others with respect to indemnification of
such  persons;  and

     WHEREAS,  in  recognition  of  his  past  services  as  a  Director  and in
connection  with  the  termination of his Employment Agreement with the Company,
the  Corporation  has  determined  and  agreed to enter into this Agreement with
Duncan.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged  and  confirmed, the parties hereto, intending to be legally bound,
hereby  agree  as  follows:

     1.     INDEMNITY OF DUNCAN.  The Corporation hereby agrees to hold harmless
and  indemnify  Duncan,  his  spouse,  heirs,  legal representatives, attorneys,
agents  and  assigns  (each  an  "Indemnified  Party")  to  the  fullest  extent
authorized  or permitted by the provisions of the Articles, Bylaws and the Code,
as  the same may be amended from time to time (but, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
the  Articles, Bylaws or the Code permitted prior to adoption of such amendment)
from  any  and  all  claims,  liabilities,  losses,  damages,  fines, penalties,
settlements,  costs  and  expenses  (including,  without  limitation, reasonable
attorneys'  and  accountants'  fees  and expenses incurred in the investigation,
defense  or  settlement  of  any  claim),  herein  referred  to  collectively as
"Losses",  incurred  by an Indemnified Party in connection with, attributable to
or  arising  from  Duncan's past services in the capacities set forth in Section
2(a)  hereof  or  such  Indemnified  Party's  services  to  the  Corporation.

     2.     ADDITIONAL  INDEMNITY.  In  addition to and not in limitation of the
indemnification  otherwise  provided  for  herein,  and  subject  only  to  the
exclusions  set forth in Section 3 hereof, the Corporation hereby further agrees
to  hold  harmless  and  indemnify  the  Indemnified  Party:

     (A)     against  any  and all expenses (including attorneys' fees), witness
fees,  damages,  judgments,  fines  and amounts paid in settlement and any other
amounts  that  an  Indemnified Party becomes legally obligated to pay because of
any  claim or claims made against him in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative  or  investigative (including an action by or in the right of the
Corporation)  to  which  an  Indemnified  Party is, was or at any time becomes a
party,  or  is  threatened  to  be  made  a party, by reason of the fact that an
Indemnified  Party  was  a director, officer, shareholder, employee, attorney or
agent  of  the  Corporation, was serving or at any time served at the request of
the  Corporation  as a director, officer, employee, attorney or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  (an  "Other  Entity")  or  otherwise  was  acting  on  behalf of the
Corporation  or  any  Other  Entity;

     (C)     against any Losses attributable to or resulting or arising from any
vote  cast  or  written  consent  executed  and  delivered pursuant to any proxy
granted  by  an Indemnified Party in accordance with the  the provisions of that
certain  Agreement  of  even  date  herewith  by and between the Corporation and
Duncan;  and

     (D)     otherwise  to  the  fullest  extent  as  may  be  provided  to  an
Indemnified Party by the Corporation under the non-exclusivity provisions of the
Code  and  the  Bylaws.

     3.     LIMITATIONS  ON  ADDITIONAL  INDEMNITY.  No  indemnity  pursuant  to
Section  1  or  2  hereof  shall  be  paid  by  the  Corporation:

     (A)     on  account  of  any  claim  against  an  Indemnified  Party for an
accounting  of profits made from the purchase or sale by an Indemnified Party of
securities of the Corporation pursuant to the provisions of Section 16(b) of the
Securities  Exchange Act of 1934 and amendments thereto or similar provisions of
any  federal,  state  or  local  statutory  law;  or

     (B)     if  such  indemnification  is not lawful, and in such case, only to
the  extent  such  indemnification  is  not  lawful.

     4.     CONTINUATION  OF  INDEMNITY.  All  agreements and obligations of the
Corporation  contained  herein  shall  continue  so long as an Indemnified Party
shall  be  subject  to  any  possible  claim or threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  arbitrational,
administrative  or  investigative.

     5.     PARTIAL  INDEMNIFICATION.  An  Indemnified  Party  shall be entitled
under  this Agreement to indemnification by the Corporation for a portion of the
expenses  (including  attorneys'  fees), witness fees, damages, judgments, fines
and  amounts  paid in settlement and any other amounts that an Indemnified Party
becomes  legally  obligated  to  pay  in  connection  with  any  action, suit or
proceeding referred to in Section 1 or 2 hereof in the event that an Indemnified
Party  is  not  entitled  hereunder  to  indemnification  for  the  total amount
thereof,  and  the  Corporation  shall  indemnify  an  Indemnified Party for the
maximum  portion  thereof  to  which  an Indemnified Party is lawfully entitled.

     6.     NOTIFICATION  AND DEFENSE OF CLAIM.  Not later than thirty (30) days
after  receipt  by  an  Indemnified  Party  of notice of the commencement of any
action,  suit  or  proceeding, an Indemnified Party will, if indemnity is sought
under  this  Agreement,  notify the Corporation of the commencement thereof; but
the omission so to notify the Corporation will not relieve it from any liability
which  it  may have to an Indemnified Party otherwise than under this Agreement,
or  under  this  Agreement,  except  to  the  extent the Corporation is directly
prejudiced  by  such  failure  to so notify the Corporation. With respect to any
such  action,  suit  or  proceeding:

     (A)     the  Corporation will be entitled to participate therein at its own
expense;

     (B)     except  as  otherwise  provided  below, the Corporation may, at its
option  and  jointly  with  any  other indemnifying party similarly notified and
electing  to  assume  such  defense,  assume  the  defense thereof, with counsel
reasonably  satisfactory  to  an  Indemnified  Party.  After  notice  from  the
Corporation  to  an  Indemnified  Party  of  its  election to assume the defense
thereof,  the  Corporation will not be liable to an Indemnified Party under this
Agreement  for  any  legal  or  other  expenses  subsequently  incurred  by  an
Indemnified  Party  in connection with the defense thereof except for reasonable
costs  of  investigation  or  otherwise as provided below.  An Indemnified Party
shall  have  the  right  to  employ  separate  counsel  in  such action, suit or
proceeding, but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of  an  Indemnified Party unless (i) the employment of counsel by an Indemnified
Party  has  been  authorized by the Corporation, (ii) an Indemnified Party shall
have  reasonably  concluded that there may be a conflict of interest between the
Corporation  and  an  Indemnified  Party  in  the conduct of the defense of such
action  or  (iii)  the  Corporation  shall  not  in  fact  have employed counsel
reasonably  satisfactory  to  an Indemnified Party to assume the defense of such
action,  in  each of which cases the fees and expenses of an Indemnified Party's
separate  counsel  shall  be  at the expense of the Corporation. The Indemnified
Party  shall  have  the  right to employ separate counsel for the defense of any
action,  suit  or proceeding brought by or on behalf of the Corporation or as to
which an Indemnified Party shall have made the conclusion provided for in clause
(ii)  above;  and

     (C)     the  Corporation  shall be liable to indemnify an Indemnified Party
under  this  Agreement for any amounts paid in settlement of any action or claim
effected  without his written consent, which shall not be unreasonably withheld,
whether  or  not  an  Indemnified Party is otherwise entitled to indemnification
hereunder.  The  Corporation shall be permitted to settle any action except that
it  shall  not  settle  any action or claim in any manner which would impose any
penalty  or  limitation on an Indemnified Party, or any non-monetary obligation,
without  an  Indemnified Party's written consent, which may be given or withheld
in  an  Indemnified  Party's  sole  and  arbitrary  discretion.

     7.     EXPENSES.  The  Corporation  shall  advance,  prior  to  the  final
disposition  of  any  proceeding,  promptly  following  request  therefor,  all
expenses,  including, but not limited to attorneys fees and expenses incurred by
an  Indemnified  Party  in  connection  with  each  threatened or pending claim,
action,  cause  of  action, suit, investigation, arbitration or other proceeding
upon  receipt of an undertaking by or on behalf of an Indemnified Party to repay
said  amounts  if it shall be determined ultimately that an Indemnified Party is
not  entitled  to  be  indemnified  under  the provisions of this Agreement, the
Articles,  Bylaws  or  the  Code.

     8.     ENFORCEMENT.  Any  right  to  indemnification or advances granted by
this  Agreement  to an Indemnified Party shall be enforceable by or on behalf of
an Indemnified Party in any court of competent jurisdiction if (i) the claim for
indemnification  or advances is denied, in whole or in part, (ii) no disposition
of  such claim is made within thirty (30) days of request therefor, or (iii) the
Corporation  should  fail  to comply with the provisions of Section 7 hereof. an
Indemnified  Party,  in  such  enforcement  action, if successful in whole or in
part,  shall  be  entitled to be paid also the expense of prosecuting his claim.
It  shall  be  a  defense to any action for which a claim for indemnification is
made  under  Section  1  or  2 hereof (other than an action brought to enforce a
claim  for  expenses  pursuant  to  Section 8 hereof, provided that the required
undertaking  has  been tendered to the Corporation) that an Indemnified Party is
not  entitled to indemnification because of the limitations set forth in Section
3  hereof.  Neither  the  failure  of  the  Corporation  (including its Board of
Directors  or  its  stockholders)  to  have  made  a  determination prior to the
commencement  of  such enforcement action that indemnification of an Indemnified
Party  is  proper  in  the  circumstances,  nor  an  actual determination by the
Corporation  (including  its  Board  of Directors or its stockholders) that such
indemnification  is  improper  shall  be  a  defense  to  the action or create a
presumption  that  an Indemnified Party is not entitled to indemnification under
this  Agreement  or  otherwise.

     9.     NON-EXCLUSIVITY  OF  RIGHTS.  The rights conferred on an Indemnified
Party  by  this  Agreement  shall  not  be exclusive of any other right which an
Indemnified  Party may have or hereafter acquire under any statute, provision of
the  Corporation's  Articles  or  Bylaws,  agreement,  vote  of  stockholders or
directors,  or  otherwise,  both as to action in his official capacity and as to
action  in  another  capacity.

     10.     SURVIVAL  OF  RIGHTS.

     (A)     The  rights  of  an  Indemnified  Party  under this Agreement shall
continue  after  an  Indemnified  Party  has  ceased  to be a director, officer,
employee, attorney or agent of the Corporation or to serve at the request of the
Corporation  as  a  director,  officer,  employee, attorney or agent of an Other
Entity shall inure to the benefit of an Indemnified Party's heirs, executors and
administrators  and  assigns.

     (B)     The  Corporation  shall  require  any  successor (whether direct or
indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all  or
substantially  all  of  the  business or assets of the Corporation, expressly to
assume  and  agree  to perform this Agreement in the same manner and to the same
extent  that  the Corporation would be required to perform if no such succession
had  taken  place.

     11.     SEPARABILITY.  Each  of  the  provisions  of  this  Agreement  is a
separate  and  distinct  agreement and independent of the others, so that if any
provision  hereof shall be held to be invalid for any reason, such invalidity or
unenforceability  shall  not  affect the validity or enforceability of the other
provisions  hereof.  Furthermore,  if this Agreement shall be invalidated in its
entirety  on  any  ground,  then the Corporation shall nevertheless indemnify an
Indemnified  Party  to  the fullest extent provided by the Articles, Bylaws, the
Code  or  any  other  applicable  law.

     12.     JURISDICTION  AND  VENUE.

     (A)     Each  of  the parties hereto hereby irrevocably and unconditionally
submits,  for  itself  or  himself and its or his property, to the non-exclusive
jurisdiction  of  any  California court or federal court of the United States of
America  sitting  in  the  State of California, and any appellate court from any
thereof,  in  any  action  or  proceeding  arising  out  of  or relating to this
Agreement  or  for  recognition  or enforcement of any judgment, and each of the
parties  hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
state  court or, to the extent permitted by law, in such federal court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Should any party institute any
action,  suit  or other proceeding arising out of or relating to this Agreement,
the  prevailing  party  shall  be  entitled  to  receive  from  the losing party
reasonable  attorneys'  fees  and  costs incurred in connection therewith, along
with  all  costs of defense, investigation, preparation, experts and collection.

     (B)     Each  of the parties hereto irrevocably and unconditionally waives,
to  the fullest extent it or he may legally and effectively do so, any objection
that  it  or  he  may  now or hereafter have to the laying of venue of any suit,
action  or proceeding arising out of or relating to this Agreement in any of the
courts  referred  to  in  Section 12(a).  Each of the parties hereto irrevocably
waives,  to  the fullest extent permitted by law, the defense of an inconvenient
forum  to  the  maintenance  of  such  action  or  proceeding in any such court.

     (C)     The  parties  further  agree  that  the  mailing  by  certified  or
registered  mail,  return receipt requested, of any process required by any such
court shall constitute valid and lawful service of process against them, without
the  necessity  for  service  by  any  other  means  provided  by  law.



WAIVER  OF  JURY  TRIAL

BECAUSE  DISPUTES  ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE
MOST  QUICKLY  AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND
THE  PARTIES  WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES  DESIRE  THAT  THEIR  DISPUTES  BE  RESOLVED  BY  A  JUDGE APPLYING SUCH
APPLICABLE  LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE  JUDICIAL  SYSTEM  AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS  OR  REMEDIES  UNDER  THIS  AGREEMENT.

     13.     AMENDMENT AND TERMINATION.  No amendment, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed by
both  parties  hereto.

     14.     IDENTICAL  COUNTERPARTS.  This  Agreement may be executed in one or
more  counterparts,  each  of  which  shall  for all purposes be deemed to be an
original  but  all  of  which  together  shall  constitute  but one and the same
Agreement.  Only one such counterpart need be produced to evidence the existence
of  this  Agreement.

     15.     HEADINGS.  The  headings  of  the  sections  of  this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement  or  to  affect  the  construction  hereof.

     16.     NOTICES.  All  notices,  requests, demands and other communications
hereunder  shall  be  in writing and shall be deemed to have been duly given (i)
upon  delivery  if delivered by hand to the party to whom such communication was
directed  or  (ii)  upon  the  third  business  day after the date on which such
communication  was mailed if mailed by certified or registered mail with postage
prepaid,  if to an Indemnified Party, to his most recent address as set forth in
the Corporation's records, and if to the Corporation, to its principal executive
offices,  or  to such other address as may have been furnished to an Indemnified
Party  by  the  Corporation.

     17.     INSURANCE.  For  so  long as this Indemnity Agreement is in effect,
the  Corporation  agrees  to  secure  and  maintain  in  effect a Director's and
Officer's  Liability  Policy  with  a nationally recognized insurer with minimum
annual  limits  of coverage of  five million dollars ($5,000,000.00), so long as
such  policy is available to the Company on commercially reasonable terms.  Such
policy  shall  name Mr. R. Lindsey Duncan and his spouse as additional insureds.





     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as  of  the  day  and  year  first  above  written.

     OMNI  NUTRACEUTCALS,  INC.


     By: /s/ Klee Irwin

     Name:  Klee Irwin

     Title:  President


     /s/ R. Lindsey Duncan
         R.  Lindsey  Duncan