TERMINATION  AGREEMENT



     This  Termination  Agreement  (together  with  all Exhibits, amendments and
supplements  thereto, the "agreement"), made as of March 12, 2000 by and between
Louis Mancini ("Mancini") and Omni Nutraceuticals, Inc., a Utah corporation (the
"Company").  Mancini  and  the  Company  are  sometimes  referred  to  herein
collectively  as  the  "Parties".

                                   WITNESSETH:

     WHEREAS,  between approximately October 15, 1998 and March 12, 2000 Mancini
had  been  employed  in  various  capacities, most recently as the President and
Chief  Executive  Officer  of  the  Company;  and

     WHEREAS,  Mancini  and  the  Company both desire to provide for the orderly
termination  of  Mancini's  employment  by  the  Company.

     NOW,  THEREFORE, in consideration of the following covenants and agreements
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged  and  confirmed,  the Parties hereby agree as follows:

1.     Effective  Date of Termination of Employment.   Mancini's employment with
       ---------------------------------------------
the  Company  is hereby mutually agreed to have been terminated, effective as of
March  12, 2000, and in connection therewith, any and all employment agreements,
               =
whether  oral  or  written,  are hereby terminated and have no further force and
effect  (the  "Termination").

2.     Termination Terms.  In connection with the Termination, the Parties agree
       ------------------
as  follows:

2.1     Payment  of  Unpaid  Salary,  Vacation  and/or  Sick  Pay.  Prior  to or
        ---------------------------------------------------------
concurrently  with  the execution and delivery of this Agreement by the parties,
the  Company  agrees  to  pay  Mancini the gross sum of $22,644.23reflecting all
accrued  but  unpaid  salary  plus  accrued  but unpaid vacation pay due Mancini
through  March 12, 2000 and the sum of $694.17 representing the aggregate amount
of  unpaid  claims  due  Mancini  under  the  Company's  Exec-U-Care  Medical
Reimbursement  Insurance  Plan.

2.2     Stock  Options.  All  of  Mancini's  stock options outstanding as of the
        --------------
date  hereof  are hereby cancelled and of no further force and effect other than
for  fully  vested  options  ("Options")  to purchase 50,000 shares (the "Option
Shares")  of  the  Company's common stock ("Common Stock") at an option exercise
price  of  $2.50 per share, provided that such Options are exercised on or prior
to  December  31, 2000 at which time they will expire and be of no further force
or  effect.




<PAGE>
2.3     Loan  Forgiveness.  All  remaining  outstanding  indebtedness (including
        -----------------
principal,  accrued  interest  and  other  charges) under a loan in the original
principal  amount  of $350,000 made to Mancini by the Company at the time of his
original  employment  by  the  Company  is  hereby  forgiven  in  full.

2.4     Waiver.  Except  as provided in Sections 2.1 through 2.3 and Section 3.4
        ------
hereof, Mancini hereby irrevocably and unconditionally waives any and all rights
to  receive any further compensation and benefits from the Company or any of its
subsidiaries,  divisions, parents, affiliated corporations, directors, officers,
shareholders, employees, successors, and assigns, including, without limitation,
all  severance  benefits  and  payments,  salary,  bonuses,  commissions,
reimbursements,  stock  options,  awards,  grants  or  any  other  stock-based
compensation, club dues, automobile allowances, life and other insurance and, to
the  full extent permitted by law, all medical, health, welfare  and  retirement
benefits.

2.5     Releases.  Mancini  and  the  Company, R. Lindsey Duncan and his spouse,
        --------
Klee  Irwin  and his spouse, and Andrew Vollero, Jr. will execute and deliver to
each other mutual general releases in the forms attached as Exhibits A, B, C and
D,  respectively.

3.     Covenants  of  Mancini.  Mancini  hereby  covenants  and  agrees with the
       ----------------------
Company  that:

3.1     Confidentiality.  He  shall  keep  the  terms of the Termination and all
        ---------------
other  non-public  information  regarding  the Company, its products, customers,
suppliers,  business  plans  and  other proprietary information confidential and
shall  not  disclose  such  information  to  any third party, including, without
limitation,  any  Company  employee,  customer,  supplier,  vendor,  consultant,
adviser,  banker, or other person who has or may have in the future any business
dealings  with  the  Company  or  any  of  its subsidiaries, divisions, parents,
affiliated  corporations,  directors,  officers,  shareholders,  employees,
successors,  and  assigns,  except  as may be required by the Company, by law or
under  valid court or administrative order or decree; provided, however, that he
shall  give  prompt  notice  to  the Company of the receipt of any such order or
decree  to  permit  the  Company  to  seek to have such order or decree vacated.

3.2     No  Disparagement.  He  agrees  that  shall  make  no  written  or  oral
        -----------------
statements  disparaging  the  Company, its products, or any of its subsidiaries,
divisions,  parents, affiliated corporations, directors, officers, shareholders,
employees,  successors,  and  assigns.

3.3     Nonsolicitation.  Until  the  second  anniversary of the date hereof, he
        ---------------
shall  not  solicit  for  employment  or  otherwise  employ,  or  assist  in the
solicitation  or  employment  of,  any  current  employee  of the Company or its
subsidiary,  HealthZone.com.  Notwithstanding the foregoing, Mancini may solicit
for  employment  any  current  employee  of  the Company or HealthZone.com whose
employment  with  the Company or HealthZone.com has been terminated for at least
three  months prior to such solicitation, subject to the terms of any agreements
between  the  Company  and  any  such  terminated  employee.


<PAGE>
3.4     Cooperation.  He  will  cooperate  fully, at the Company's expense, with
        -----------
the  Company  and its auditors and counsel in connection with any claim, action,
suit,  investigation  or  other  proceeding  asserted or commenced by any court,
governmental  agency or body or other third party relating to any of the matters
which  comprise  this  Agreement or any other matters related or attributable to
the  affairs  of  the  Company  while he was employed by the Company; including,
without  limitation, making himself available during normal business hours, upon
reasonable  advance  notice  and  reimbursement  of  his  fees  and  expenses as
hereinafter  provided,  to meet with and respond to questions of representatives
of the Company and others, including, without limitation, the Company's auditors
and  counsel,  which  responses will be complete and truthful to the best of his
knowledge;  and  preserving  and making available to the Company and its counsel
copies  of  all  personal  correspondence, memoranda, files, agreements or other
documents  (whether  in written or electronic form) in his possession or control
which  in  any  way  relate  to  his management of the Company's affairs and the
performance  of  his  duties  and, in connection therewith, he hereby waives any
right  to  assert the attorney-client privilege, as to any Company attorneys, in
respect  of  any  such  correspondence,  memoranda,  files,  agreements or other
documents to the extent any such correspondence, memoranda, files, agreements or
other  documents  will  assist  the  Company  in  the defense of any such claim,
action,  suit,  investigation  or  other  proceeding.  In  consideration of such
cooperation,  the  Company  agrees to reimburse Mancini the sum of $150 per hour
for  the  time  he  actually spends assisting the Company and for his reasonable
out-of-pocket  expenses  he actually incurs in making himself available for such
cooperation;  provided,  however, that prior to incurring any such out-of-pocket
expenses,  he  shall  obtain  the  consent  of  the  Company.

4.     Covenants  of  the  Company.
       ---------------------------

4.1     No Disparagement.  The Company and its subsidiaries, divisions, parents,
        ----------------
affiliated  corporations, directors, officers, shareholders, and employees shall
not make any written or oral statements disparaging Mancini or his efforts as an
officer,  director  and/or  employee  of  the  Company  or  its  subsidiaries.

4.2     Piggy-Back Rights. If the Company at any time proposes for any reason to
        -----------------
register shares of Common Stock under the Securities Act of 1933, as amended, on
Form S-8 promulgated under the Securities Act or any successor forms thereto, it
shall  promptly  give  written notice to Mancini of its intention to so register
such  shares  and,  upon the written request, delivered to the Company within 10
days  after delivery of any such notice by the Company, of Mancini to include in
such  registration  the  Option  Shares  for  inclusion  in such Form S-8 (which
request  shall  specify  the  number of Option Shares proposed to be included in
such  registration),  the  Company  shall  cause  all  such  Option Shares to be
included in such registration on the same terms and conditions as the securities
otherwise  being  sold  in  such  registration.

5.     Miscellaneous.
       -------------


<PAGE>
------
5.1     Expenses. Each of the parties hereto agrees to pay his and its own costs
        --------
and  expenses,  including,  without limitation, all attorneys fees and expenses,
incurred  in  connection  with the negotiation, preparation, execution, delivery
and  performance of this Agreement and the transactions contemplated hereby.  If
any legal action is brought for the enforcement of this Agreement, or because of
an  alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Agreement, the successful or prevailing party shall be
entitled  to  recover  such  party's  reasonable  attorneys'  and  other  costs
(including  all  investigatory,  expert  and court costs) incurred in such legal
action,  in  addition  to  any other relief to which such party may be entitled.

5.2     Notices.  All  notices,  requests,  demands  and  other  communications
        -------
hereunder  shall  be  in  writing and shall be deemed to have been duly given or
made  as  of the date delivered, if delivered personally, or two (2) days (which
                                                                        =
is  not  a  Saturday,  Sunday,  holiday  or day on which commercial banks in Los
Angeles,  CA are required or permitted to close (a "Business Day")) after having
been  deposited with a courier, if sent by overnight courier or having been sent
by telecopy, if sent by telecopy (receipt confirmed), or three (3) Business Days
after  having  been  mailed,  if mailed by registered or certified mail, postage
prepaid,  return  receipt  requested,  as  follows:

If  to  The  Company,  to:     Omni  Nutraceuticals,  Inc.
                               5310  Beethoven  Avenue
                               Los  Angeles,  CA  90066
                               Attn:  President

     If  to  Mancini,  to:     Louis  Mancini
                               1110  San  Ysidro  Drive
                               Beverly  Hills,  CA  90210

     With  a  copy  to:        Alexander  C.  McGilvray,  Jr.,  Esq.
                               Clark  &  Trevithick
                               800  Wilshire  Blvd.,  12th  Floor
                               Los  Angeles,  CA  90017

or  to  such other address, as any party shall have designated by like notice to
the  other  parties hereto (except that a notice of change of address shall only
be  effective  upon  receipt).

5.3     Applicable  Law.  This  Agreement shall be governed by, and construed in
        ---------------
accordance  with,  the  laws  of  the  State of California without regard to its
choice  of  law  principles.

5.4     Waivers,  etc.  The  failure of any of the parties hereto at any time to
        --------------
enforce any of the provisions of this Agreement shall not be deemed or construed
to  be  a waiver of any such provision, nor in any way to affect the validity of
this Agreement or any provision hereof or the right of any of the parties hereto
to  thereafter enforce each and every provision of this Agreement.  No waiver of
any  breach  of  any  of

<PAGE>
the  provisions  Agreement  shall be effective unless set forth in an instrument
executed  by  the  party  or  parties against whom enforcement of such waiver is
sought;  and  no waiver or breach shall be construed or deemed to be a waiver of
any  other  or  subsequent  breach.

5.5     Assignment.  Neither  this  Agreement  nor  any  rights,  interests  or
        ----------
obligations  hereunder may be assigned (by operation of law or otherwise) by any
party hereto without the prior written consent of the other party hereto, except
that  the Company may assign any and all of its rights and remedies and delegate
any and all of its obligations under this Agreement to any affiliate, subsidiary
or  any entity owned or controlled by it, provided such affiliate, subsidiary or
entity  agrees  in writing to be bound by the terms hereof, and  such assignment
does  not  relieve  the  Company  of  its  obligations  hereunder.

5.6     Binding  Effect; Benefits. This Agreement shall inure to the benefit of,
        -------------------------
and  shall  be  binding upon, the parties hereto and their respective successors
and  permitted  assigns.  Nothing  herein  contained,  express  or  implied,  is
intended  to  confer  upon  any  person  other than the parties hereto and their
respective  successors and permitted assigns, any rights or remedies under or by
reason  of  this  Agreement.

5.7     Amendment.  This  Agreement  may only be amended by a written instrument
        ---------
executed  by  each  of  the  parties  hereto.

5.8     Severability.  Any  provision of this Agreement which is held by a court
        ------------
of  competent  jurisdiction  to  be  prohibited  or  unenforceable  in  any
jurisdiction(s)  shall be, as to such jurisdiction(s), ineffective to the extent
of  such  prohibition  or  unenforceability  without  invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision  in  any  other  jurisdiction.

5.9     Entire Agreement. This Agreement (together with the other agreements and
        ----------------
documents  being  delivered  pursuant  to  or in connection with this Agreement)
constitutes  the  entire  agreement  of  the  parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the  parties,  oral  and  written,  with  respect  to the subject matter hereof,
including,  without  limitation,  that certain Memorandum dated June 9, 1999, by
and  between  the  Company  and  Mancini.

 5.10     Headings.  The  headings  contained herein are for the sole purpose of
          --------
convenience  of  reference, and shall not in any way limit or affect the meaning
or  interpretation  of  any  of  the  terms  or  provisions  of  this Agreement.



<PAGE>
5.11     Execution  in  Counterparts.  This  Agreement may be executed in one or
         ---------------------------
more counterparts, and by the different parties hereto in separate counterparts,
each  of which shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to  each  of  the  other  parties  hereto.

5.12     Further  Assurances.  Mancini  hereby  agrees,  at  his  sole  cost and
         -------------------
expense,  to  execute  and  deliver, all such further agreements, instruments or
other  documents as the Company may reasonably request in order to implement the
provisions  of  this  Agreement.

5.13     Specific Performance. The parties hereby acknowledge and agree that the
         --------------------
failure of Mancini and/or the Company to perform their respective agreements and
covenants  hereunder  will  cause  irreparable injury for which damages, even if
available, will not be an adequate remedy.  Accordingly, Mancini and the Company
each  hereby  consent  to  the  issuance  of  injunctive  relief by any court of
competent  jurisdiction to compel performance of such party's obligations and to
the  granting  by  any court of the remedy of specific performance of his or its
obligations  hereunder  and  in  connection therewith Mancini and/or the Company
each  hereby waive any right to require any bond or other security to be paid or
furnished  by  Mancini and/or the Company in connection with any application for
such  relief.

     IN  WITNESS  WHEREOF,  the  Company,  by  its representative thereunto duly
authorized,  and  Mancini  have each executed this Agreement effective as of the
date  first  above  written.

     OMNI  NUTRACEUTICALS,  INC.


     By:  /s/ Klee Irwin
              Klee  Irwin


          /s/ Louis Mancini
              Louis  Mancini

<PAGE>
                                 EXHIBIT  A


                             MUTUAL GENERAL RELEASE
                             ----------------------

     This  Mutual General Release ("Release") made this 12th day of March, 2000,
is  entered  into  by  and  between  Louis  Mancini  ("Mancini")  and  Omni
Nutraceuticals,  Inc.  ("Company").  Mancini  and  the  Company are collectively
referred  to  as  the  "Parties."

The  Parties  enter  into  this  Release  with reference to the following facts:

A.     Between  approximately  October  15, 1998 and March 12, 2000, Mancini was
employed  by  the  Company in various capacities, most recently as the President
and  Chief  Executive  Officer  of  the  Company;  and

B.     Mancini and the Company now desire to negotiate an orderly termination of
Mancini's employment with the Company and have entered into an Agreement of even
date  herewith  (the  "Termination  Agreement")  regarding  the  terms  of  his
termination  of  employment.

NOW,  THEREFORE,  in consideration of the following covenants and agreements and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged  and  confirmed,  the  Parties  agree  as  follows:

1.     Release  by  Mancini.     Except as to the obligations to be performed by
       --------------------
the  Company  under  the Termination Agreement, and except as expressly provided
herein,  Mancini,  individually,  and  on  behalf  of  his  heirs,  legal
representatives,  and  assigns,  does  hereby  release and forever discharge the
Company,  its  subsidiaries,  divisions,  parents,  affiliated  corporations,
directors,  officers,  shareholders,  employees, successors, and assigns, of and
from  all  claims,  demands,  obligations,  liabilities,  damages,  costs, fees,
expenses,  actions, causes of action, suits at law or equity of whatever kind or
nature,  known  or  unknown,  suspected  to  exist  or  not  suspected to exist,
anticipated or not anticipated, which have arisen, are now arising, or hereafter
may  arise  out of or in connection with Mancini's employment by, and any  right
to  acquire  shares  in,  the  Company.


<PAGE>
2.     Release  by  the  Company.  Except as expressly provided herein and as to
       -------------------------
the  obligations  to be performed by Mancini under the Termination Agreement and
as to any alleged kickback to Mancini relating to the Inholtra brand of product,
the  Company,  on  its  own behalf and on behalf of its subsidiaries, divisions,
parents,  affiliated  corporations,  directors, officers, employees, successors,
and  assigns,  does  hereby  release Mancini, individually, and his heirs, legal
representatives  and  assigns,  of  and  from  all claims, demands, obligations,
liabilities, damages, costs, fees, expenses, actions, causes of action, suits of
law  or equity of whatever kind or nature, known or unknown, suspected to exist,
anticipated or not anticipated, which have arisen, are now arising, or hereafter
may  arise  out  of  or  in connection with Mancini's employment by the Company,
Mancini's  management  of  the  affairs  of  the  Company  while so employed and
Mancini's acquisition of shares in the Company in accordance with the provisions
of  those  certain  Options  referred  to  in  the  Termination  Agreement.

3.     Indemnification  by  Company.  In  the event any person or entity asserts
       ----------------------------
against  Mancini  any  claim,  demand,  action  or cause of action (collectively
"Claims"), irrespective of whether a lawsuit is filed, which in any way is based
upon  or  relates  to  Mancini's  acts  or  omissions as an officer, director or
employee  of  the  Company,  the  Company  agrees  to defend, indemnify and hold
Mancini  harmless from any and all losses, damages or other obligations relating
to  such  Claims  to  the  full  extent  provided  in  the Company's Articles of
Incorporation  and  Bylaws and by applicable law.  The foregoing indemnification
covenant  on  the part of the Company is expressly intended to cover any and all
claims  heretofore  or  hereafter  brought by Health & Vitamins Express, Inc. in
connection  with  its  existing lawsuit against the Company, Mancini and others.

4.     Officers and Directors Liability Insurance.  The Company hereby covenants
       ------------------------------------------
to  Mancini that, as soon as practicable after the date hereof, Mancini shall be
named as an insured under a directors and officers policy of liability insurance
for  all periods during which Mancini has been an officer and/or director of the
Company  with  a  current  limit of at least $5,000,000, which current limit the
Company  agrees  to continue to maintain, so long as such policy is available to
the  Company  on  commercially  reasonable  terms.

5.     California  Civil  Code Section 1542 Waiver.  With respect to each of the
       -------------------------------------------
matters  released  by  each  party  to  this Release, each such party waives all
rights under the provisions of Section 1542 of the California Civil Code and any
similar  rights  in  any  state  or  territory of the United States or under any
similar  statute  or  regulation  of  the  United States or any of its agencies.
Section  1542  of  the  California  Civil  Code  reads  as  follows:

"A general release does not extend to claims which the creditor does not know or
suspect  to  exist  in  his favor at the time of executing the release, which if
known  by  him  must  have  materially affected his settlement with the debtor."

6.     Consultation  with  Counsel.  Each  of  the  Parties  acknowledges  and
       ---------------------------
represents  that he or it has been given an opportunity to consult with, and has
       -
been  represented  by



<PAGE>
and  has consulted with, an attorney of his or its own choice in connection with
the  execution  of this Release, and has relied upon the advice of such attorney
in  negotiating  and  executing  this  Release.

7.     Claims  Not  Previously  Assigned.  Each  of  the  Parties represents and
       ---------------------------------
warrants to each of the other Parties, respectively, that he or it has not sold,
assigned,  transferred,  conveyed  or  otherwise  disposed of any claim, demand,
cause of action or other matter which is the subject of his or its release as to
such  other  party,  respectively,  set  forth  above.

8.     Binding on Successors.  The provisions of this Release shall inure to the
       ---------------------
benefit  of, and shall be binding upon, the Parties and each of their respective
heirs,  legal  representatives,  successors  and  assigns.

9.     Assumption  of  Risk  of  Differences  in  Fact.     Each  of the Parties
       -----------------------------------------------
acknowledges  that  if  the facts with respect to which this Release is executed
are  found  hereafter  to  be  different from what such party now believes those
facts  to  be,  that  party  accepts  and  assumes  the  risk  of  such possible
differences  and agrees that this Release shall be, and shall remain, effective,
notwithstanding  such  differences.

10.     Counterparts.  This  Release  may  be  executed in multiple counterparts
        ------------
which  taken  together  shall  constitute  the  Release  of  the  Parties.

11.     Acknowledgment.  Each  person  who  signs  this  Release  represents and
        --------------
warrants  that  he  or it: has carefully read and fully understands this Release
and  its  final  and  binding  effect;  has  been  afforded  sufficient time and
opportunity  to  review  this  Release  with advisors or attorneys of his or its
choice;  has  had  an  opportunity to negotiate with regard to the terms of this
Release;  is  fully  competent  to manage his or its own business affairs and to
enter  into or sign this Release; has signed this Release knowingly, freely, and
voluntarily;  and  that  the only promises made to induce him or it to sign this
Release  are  those  stated  herein.

12.     Attorneys'  Fees  and  Litigation Costs.  If any legal action is brought
        ---------------------------------------
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default  or  misrepresentation  in connection with any of the provisions of this
Agreement,  the successful or prevailing party shall be entitled to recover such
party's

<PAGE>
reasonable  attorneys'  and other costs (including all investigatory, expert and
court  costs)  incurred in such legal action, in addition to any other relief to
which  such  party  may  be  entitled.


Dated:  March 12, 2000            /s/ Louis Mancini
                                      Louis Mancini

Dated:  March 12, 2000            OMNI  NUTRACEUTICALS,  INC.


                              By: /s/ Klee Irwin
                                      Klee  Irwin,  President

<PAGE>
                               EXHIBIT  B


                             MUTUAL GENERAL RELEASE
                             ----------------------


     This  Mutual General Release ("Release") made this 12th day of March, 2000,
is  entered into by and between R. Lindsey Duncan and his spouse, Cheryl Wheeler
(collectively,  "Duncan") and Louis Mancini ("Mancini").  Duncan and Mancini are
collectively  referred  to  as  the  "Parties."

The  Parties  enter  into  this  Release  with reference to the following facts:

     A.     Between  approximately  October 15, 1998 and March 12, 2000, Mancini
was employed by Omni Nutraceuticals, Inc. (the "Company") in various capacities,
most  recently  as  the  President  and  Chief  Executive  Officer;

     B.     Mancini  and  the  Company,  now  desire  to  negotiate  an  orderly
termination  of  Mancini's  employment with the Company and have entered into an
Agreement  of  even  date  herewith  (the "Termination Agreement") regarding the
terms  of  his  termination  of  employment;  and

     C.     Duncan is a shareholder and was formerly employed as the Chairman of
the  Board  of  Directors  of  the  Company.

     NOW,  THEREFORE, in consideration of the following covenants and agreements
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged  and  confirmed,  the  Parties  agree  as  follows:

1.     Release  by  Duncan.
       -------------------
Except as expressly provided herein and as to the obligations to be performed by
Mancini  under  the  Termination  Agreement  and  as  to any alleged kickback to
Mancini  relating  to the Inholtra brand of product, Duncan, individually and on
behalf  of his respective heirs, legal representatives, and assigns, does hereby
release  and  forever discharge Mancini, individually, and his respective heirs,
legal representatives and assigns, of and from all claims, demands, obligations,
liabilities, damages, costs, fees, expenses, actions, causes of action, suits at
law  or  equity of whatever kind or nature, known or unknown, suspected to exist
or  not  suspected  to exist, anticipated or not anticipated, which have arisen,
are  now  arising, or hereafter may arise out of or in connection with Mancini's
employment  by  the  Company.

2.     Release  by  Mancini.
       --------------------

<PAGE>
Except as expressly provided herein, Mancini, individually, and on behalf of his
heirs,  legal  representatives  and  assigns,  does  hereby  release  Duncan,
individually,  and  his  respective heirs, legal representatives and assigns, of
and  from  all  claims, demands, obligations, liabilities, damages, costs, fees,
expenses,  actions, causes of action, suits of law or equity of whatever kind or
nature,  known  or  unknown, suspected to exist, anticipated or not anticipated,
which  have  arisen,  are  now  arising,  or  hereafter  may  arise out of or in
connection  with Mancini's employment by, and any right to acquire shares in the
Company.

3.     California  Civil  Code  Section  1542  Waiver.
       ----------------------------------------------
With respect to each of the matters released by each party to this Release, each
such  party  waives  all  rights  under  the  provisions  of Section 1542 of the
California  Civil  Code  and any similar rights in any state or territory of the
United States or under any similar statute or regulation of the United States or
any  of  its  agencies.  Section  1542  of  the  California  Civil Code reads as
follows:

"A general release does not extend to claims which the creditor does not know or
suspect  to  exist  in  his favor at the time of executing the release, which if
known  by  him  must  have  materially affected his settlement with the debtor."

4.     Consultation  with  Counsel.
       ---------------------------
Each  of the Parties acknowledges and represents that he or it has been given an
opportunity to consult with, and has been represented by and has consulted with,
an  attorney  of  his or its own choice in connection with the execution of this
Release,  and  has  relied  upon  the advice of such attorney in negotiating and
executing  this  Release.

5.     Claims  Not  Previously  Assigned.
       ---------------------------------
Each  of  the  Parties  represents  and  warrants  to each of the other Parties,
respectively,  that  he  or she has not sold, assigned, transferred, conveyed or
otherwise  disposed  of any claim, demand, cause of action or other matter which
is  the  subject of his or her release as to such other party, respectively, set
forth  above.

6.     Binding  on  Successors.
       -----------------------
The  provisions  of  this  Release  shall  inure to the benefit of, and shall be
binding  upon,  the  Parties  and  each  of  their  respective  heirs,  legal
representatives  and  assigns.

7.     Assumption  of  Risk  of  Differences  in  Fact.
       -----------------------------------------------
Each  of  the  Parties acknowledges that if the facts with respect to which this
Release is executed are found hereafter to be different from what such party now
believes  those  facts  to  be,  that party accepts and assumes the risk of such
possible  differences  and  agrees that this Release shall be, and shall remain,
effective,  notwithstanding  such  differences.

8.     Counterparts.
       ------------
This Release may be executed in multiple counterparts which taken together shall
constitute  the  agreement  of  the  Parties.

9.     Acknowledgment.
       --------------

<PAGE>
Each  person  who signs this Release represents and warrants that he or she: has
carefully  read  and  fully  understands  this Release and its final and binding
effect; has been afforded sufficient time and opportunity to review this Release
with  advisors  or  attorneys  of  his  or her choice; has had an opportunity to
negotiate with regard to the terms of this Release; is fully competent to manage
his  or  her  own  business  affairs and to enter into or sign this Release; has
signed  this  Release  knowingly,  freely,  and  voluntarily;  and that the only
promises made to induce him or her to sign this Release are those stated herein.

10.     Attorneys'  Fees  and  Litigation  Costs.
        ----------------------------------------
If any legal action is brought for the enforcement of this Agreement, or because
of  an  alleged dispute, breach, default or misrepresentation in connection with
any  of  the  provisions  of  this Agreement, the successful or prevailing party
shall  be entitled to recover such party's reasonable attorneys' and other costs
(including  all  investigatory,  expert  and court costs) incurred in such legal
action,  in  addition  to  any other relief to which such party may be entitled.


Dated:  March 12, 2000             /s/ R. Lindsey Duncan
                                       R.  Lindsey  Duncan


Dated:  March 12, 2000            /s/ Cheryl Wheeler
                                      Cheryl  Wheeler


Dated:  March 12, 2000           /s/ Louis Mancini
                                     Louis  Mancini


<PAGE>
                                  EXHIBIT  B


                          MUTUAL  GENERAL  RELEASE
                          ------------------------


     This  Mutual General Release ("Release") made this 12th day of March, 2000,
is  entered  into  by  and  between  Klee  Irwin and his spouse, Margareth Irwin
(collectively,  "Irwin"),  and Louis Mancini ("Mancini").  Irwin and Mancini are
                        =
collectively  referred  to  as  the  "Parties."

     The  Parties enter into this Release with reference to the following facts:

     A.     Between  approximately  October 15, 1998 and March 12, 2000, Mancini
was employed by Omni Nutraceuticals, Inc. (the "Company") in various capacities,
most  recently  as  the  President  and  Chief  Executive  Officer;

     B.     Mancini  and  the  Company,  now  desire  to  negotiate  an  orderly
termination  of  Mancini's  employment with the Company and have entered into an
Agreement  of  even  date  herewith  (the "Termination Agreement") regarding the
terms  of  his  termination  of  employment;  and

     C.     Klee  and  Margareth  Irwin  are  shareholders  and  Klee  Irwin was
formerly  employed  as the President and Chief Executive Officer of the Company.

     NOW,  THEREFORE, in consideration of the following covenants and agreements
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged  and  confirmed,  the  Parties  agree  as  follows:

1.     Release  by  Irwin.
       ------------------
Except as expressly provided herein and as to the obligations to be performed by
Mancini  under  the  Termination  Agreement  and  as  to any alleged kickback to
Mancini  relating  to  the Inholtra brand of product, Irwin, individually and on
behalf  of his respective heirs, legal representatives, and assigns, does hereby
release  and  forever discharge Mancini, individually, and his respective heirs,
legal representatives and assigns, of and from all claims, demands, obligations,
liabilities, damages, costs, fees, expenses, actions, causes of action, suits at
law  or  equity of whatever kind or nature, known or unknown, suspected to exist
or  not  suspected  to exist, anticipated or not anticipated, which have arisen,
are  now  arising, or hereafter may arise out of or in connection with Mancini's
employment  by  the  Company.

2.     Release  by  Mancini.
       --------------------

<PAGE>
Except as expressly provided herein, Mancini, individually, and on behalf of his
heirs,  legal  representatives  and  assigns,  does  hereby  release  Irwin,
individually,  and  his  respective heirs, legal representatives and assigns, of
and  from  all  claims, demands, obligations, liabilities, damages, costs, fees,
expenses,  actions, causes of action, suits of law or equity of whatever kind or
nature,  known  or  unknown, suspected to exist, anticipated or not anticipated,
which  have  arisen,  are  now  arising,  or  hereafter  may  arise out of or in
connection with Mancini's employment by, and any right to acquire shares in, the
Company.

3.     California  Civil  Code  Section  1542  Waiver.
       ----------------------------------------------
With respect to each of the matters released by each party to this Release, each
such  party  waives  all  rights  under  the  provisions  of Section 1542 of the
California  Civil  Code  and any similar rights in any state or territory of the
United States or under any similar statute or regulation of the United States or
any  of  its  agencies.  Section  1542  of  the  California  Civil Code reads as
follows:

"A general release does not extend to claims which the creditor does not know or
suspect  to  exist  in  his favor at the time of executing the release, which if
known  by  him  must  have  materially affected his settlement with the debtor."

4.     Consultation  with  Counsel.
       ---------------------------
Each  of the Parties acknowledges and represents that he or it has been given an
opportunity to consult with, and has been represented by and has consulted with,
an  attorney  of  his or its own choice in connection with the execution of this
Release,  and  has  relied  upon  the advice of such attorney in negotiating and
executing  this  Release.

5.     Claims  Not  Previously  Assigned.
       ---------------------------------
Each  of  the  Parties  represents  and  warrants  to each of the other Parties,
respectively,  that  he  or she has not sold, assigned, transferred, conveyed or
otherwise  disposed  of any claim, demand, cause of action or other matter which
is  the  subject of his or her release as to such other party, respectively, set
forth  above.

6.     Binding  on  Successors.
       -----------------------
The  provisions  of  this  Release  shall  inure to the benefit of, and shall be
binding  upon,  the  Parties  and  each  of  their  respective  heirs,  legal
representatives  and  assigns.

7.     Assumption  of  Risk  of  Differences  in  Fact.
       -----------------------------------------------
Each  of  the  Parties acknowledges that if the facts with respect to which this
Release is executed are found hereafter to be different from what such party now
believes  those  facts  to  be,  that party accepts and assumes the risk of such
possible  differences  and  agrees that this Release shall be, and shall remain,
effective,  notwithstanding  such  differences.

8.     Counterparts.
       ------------
This Release may be executed in multiple counterparts which taken together shall
constitute  the  agreement  of  the  Parties.

9.     Acknowledgment.
       --------------

<PAGE>
     Each  person who signs this Release represents and warrants that he or she:
has  carefully read and fully understands this Release and its final and binding
effect; has been afforded sufficient time and opportunity to review this Release
with  advisors  or  attorneys  of  his  or her choice; has had an opportunity to
negotiate with regard to the terms of this Release; is fully competent to manage
his  or  her  own  business  affairs and to enter into or sign this Release; has
signed  this  Release  knowingly,  freely,  and  voluntarily;  and that the only
promises made to induce him or her to sign this Release are those stated herein.

10.     Attorneys'  Fees  and  Litigation  Costs.
        ----------------------------------------
     If  any  legal  action is brought for the enforcement of this Agreement, or
because  of  an  alleged  dispute,  breach,  default  or  misrepresentation  in
connection  with  any  of  the  provisions  of this Agreement, the successful or
prevailing party shall be entitled to recover such party's reasonable attorneys'
and  other  costs (including all investigatory, expert and court costs) incurred
in such legal action, in addition to any other relief to which such party may be
entitled.


Dated:  March 12, 2000              /s/ Klee Irwin
                                        Klee  Irwin


Dated:  March 12, 2000             /s/ Margareth Irwin
                                       Margareth  Irwin


Dated:  March 12, 2000             /s/ Louis Mancini
                                       Louis  Mancini



<PAGE>
                                 EXHIBIT  D


                             MUTUAL GENERAL RELEASE
                             ----------------------


     This  Mutual General Release ("Release") made this 12th day of March, 2000,
                                                        --
is entered into by and between Andrew Vollero, Jr. ("Vollero") and Louis Mancini
("Mancini").  Vollero and Mancini are collectively referred to as the "Parties."

     The  Parties enter into this Release with reference to the following facts:

     A.     Between  approximately  October 15, 1998 and March 12, 2000, Mancini
was employed by Omni Nutraceuticals, Inc. (the "Company") in various capacities,
most  recently  as  the  President  and  Chief  Executive  Officer;

B.     Mancini  and  the Company, now desire to negotiate an orderly termination
of  Mancini's  employment with the Company and have entered into an Agreement of
even  date  herewith  (the  "Termination  Agreement") regarding the terms of his
termination  of  employment;  and

C.     Vollero  is  a  shareholder  and  a  director  of  the  Company.

NOW,  THEREFORE,  in consideration of the following covenants and agreements and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged  and  confirmed,  the  Parties  agree  as  follows:

1.     Release  by  Vollero.
       --------------------
Except as expressly provided herein and as to the obligations to be performed by
Mancini  under  the  Termination  Agreement  and  as  to any alleged kickback to
Mancini  relating to the Inholtra brand of product, Vollero, individually and on
behalf  of his respective heirs, legal representatives, and assigns, does hereby
release  and  forever discharge Mancini, individually, and his respective heirs,
legal representatives and assigns, of and from all claims, demands, obligations,
liabilities, damages, costs, fees, expenses, actions, causes of action, suits at
law  or  equity of whatever kind or nature, known or unknown, suspected to exist
or  not  suspected  to exist, anticipated or not anticipated, which have arisen,
are  now  arising, or hereafter may arise out of or in connection with Mancini's
employment  by  the  Company.

2.     Release  by  Mancini.
       --------------------
Except as expressly provided herein, Mancini, individually, and on behalf of his
heirs,  legal  representatives  and  assigns,  does  hereby  release  Vollero,
individually,  and  his  respective heirs, legal representatives and assigns, of
and  from  all  claims, demands, obligations, liabilities, damages, costs, fees,
expenses,  actions, causes of action, suits of law or equity of whatever kind or
nature,  known  or  unknown, suspected to exist, anticipated or not anticipated,
which  have  arisen,  are  now  arising,  or  hereafter  may  arise out of or in
connection with Mancini's employment by, and any right to acquire shares in, the
Company.

<PAGE>
3.     California  Civil  Code  Section  1542  Waiver.
       ----------------------------------------------
With respect to each of the matters released by each party to this Release, each
such  party  waives  all  rights  under  the  provisions  of Section 1542 of the
California  Civil  Code  and any similar rights in any state or territory of the
United States or under any similar statute or regulation of the United States or
any  of  its  agencies.  Section  1542  of  the  California  Civil Code reads as
follows:

"A general release does not extend to claims which the creditor does not know or
suspect  to  exist  in  his favor at the time of executing the release, which if
known  by  him  must  have  materially affected his settlement with the debtor."

4.     Consultation  with  Counsel.
       ---------------------------
Each  of the Parties acknowledges and represents that he or it has been given an
opportunity to consult with, and has been represented by and has consulted with,
an  attorney  of  his or its own choice in connection with the execution of this
Release,  and  has  relied  upon  the advice of such attorney in negotiating and
executing  this  Release.

5.     Claims  Not  Previously  Assigned.
       ---------------------------------
Each  of  the  Parties  represents  and  warrants  to each of the other Parties,
respectively,  that  he  or she has not sold, assigned, transferred, conveyed or
otherwise  disposed  of any claim, demand, cause of action or other matter which
is  the  subject of his or her release as to such other party, respectively, set
forth  above.

6.     Binding  on  Successors.
       -----------------------
The  provisions  of  this  Release  shall  inure to the benefit of, and shall be
binding  upon,  the  Parties  and  each  of  their  respective  heirs,  legal
representatives  and  assigns.

7.     Assumption  of  Risk  of  Differences  in  Fact.
       -----------------------------------------------
Each  of  the  Parties acknowledges that if the facts with respect to which this
Release is executed are found hereafter to be different from what such party now
believes  those  facts  to  be,  that party accepts and assumes the risk of such
possible  differences  and  agrees that this Release shall be, and shall remain,
effective,  notwithstanding  such  differences.

8.     Counterparts.
       ------------
This Release may be executed in multiple counterparts which taken together shall
constitute  the  agreement  of  the  Parties.

9.     Acknowledgment.
       --------------
Each  person  who signs this Release represents and warrants that he or she: has
carefully  read  and  fully  understands  this Release and its final and binding
effect; has been afforded sufficient time and opportunity to review this Release
with  advisors  or  attorneys  of  his  or her choice; has had an opportunity to
negotiate with regard to the terms of this Release; is fully competent to manage
his  or  her  own  business  affairs and to enter into or sign this Release; has
signed  this  Release  knowingly,  freely,  and  voluntarily;  and that the only
promises made to induce him or her to sign this Release are those stated herein.

<PAGE>
10.     Attorneys'  Fees  and  Litigation  Costs.
        ----------------------------------------
If any legal action is brought for the enforcement of this Agreement, or because
of  an  alleged dispute, breach, default or misrepresentation in connection with
any  of  the  provisions  of  this Agreement, the successful or prevailing party
shall  be entitled to recover such party's reasonable attorneys' and other costs
(including  all  investigatory,  expert  and court costs) incurred in such legal
action,  in  addition  to  any other relief to which such party may be entitled.


Dated:  March 12, 2000     /s/ Andrew Vollero, Jr.
                               Andrew  Vollero,  Jr.


Dated:  March 12, 2000     /s/ Louis Mancini
                               Louis  Mancini