CONSULTING  AGREEMENT


This Consulting Agreement (the "Agreement"), effective as of January 24, 2000 is
entered  into  by  and  between  Omni  Nutraceuticals,  Inc., a Utah corporation
(herein  referred  to  as  the "Company") and LIVIAKIS FINANCIAL COMMUNICATIONS,
INC.,  a  California  corporation  (herein  referred  to  as  the "Consultant").

                                    RECITALS:

WHEREAS,  Company is a publicly held corporation with its common stock traded on
Nasdaq  NMS;  and

WHEREAS,  Consultant has experience in investor communications and financial and
investor  public  relations;  and

WHEREAS, Company desires to engage the services of Consultant to assist, consult
and represent the Company in investors' communications and public relations with
existing shareholders, brokers, dealers and other investment professionals as to
the  Company's  current  and  proposed  activities.

NOW,  THEREFORE,  in  consideration of the promises and the mutual covenants and
agreements  hereinafter  set  forth,  the  parties  hereto covenant and agree as
follows:

1.     Term  of  Consultancy.  Company hereby agrees to retain the Consultant to
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act in a consulting capacity to the Company, and the Consultant hereby agrees to
provide  services to the Company commencing immediately and ending on the second
anniversary  of  the  date  hereof  ("Termination  Date"). Company may terminate
Consultant's  services  prior  to  the Termination Date at any time following 30
days  written  notice of termination to Consultant ("Company's Early Termination
Date"),  subject  to the Remuneration provisions of Section 4 herein. Consultant
may  terminate  the  provision  of  services  at  any  time  following the first
anniversary  of  the  effective  date hereof following 30 days written notice of
termination  to  Company ("Consultant's Early Termination Date"), subject to the
remuneration  provision  of  Section  4  herein.

2.     Duties  of  Consultant.  The  Consultant  agrees  that  it will generally
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provide  the  following  specified  consulting services through its officers and
employees  during  the  term  specified  in  Section  1.:

(a)     Advise and assist the Company in developing and implementing appropriate
plans  and materials for presenting the Company and its business plans, strategy
and  personnel to the financial community, establishing an image for the Company
in the financial community, and creating the foundation for subsequent financial
public  relations  efforts;

(b)     Introduce  the  Company  to  the  financial  community;

(c)     With  the  cooperation  of the Company, maintain an awareness during the
term  of  this Agreement of the Company's plans, strategy and personnel, as they
may  evolve  during  such  period,  and  advise  and  assist  the  Company  in
communicating  appropriate  information  regarding  such  plans,  strategy  and
personnel  to  the  financial  community;

(d)     Assist  and  advise  the Company with respect to its (i) stockholder and
investor  relations,  (ii)  relations  with brokers, dealers, analysts and other
investment  professionals,  and  (iii)  financial  public  relations  generally;

(e)     Perform  the  functions  generally  assigned  to  investor/stockholder
relations  and  public  relations  departments  in major corporations, including
responding  to  telephone  and  written  inquiries (which may be referred to the
Consultant  by  the  Company); preparing press releases for the Company with the
Company's  involvement  and  approval  or  reviewing press releases, reports and
other  communications  with or to shareholders, the investment community and the
general  public;  advising  with  respect  to the timing, form, distribution and
other  matters  related  to  such  releases,  reports  and  communications;  and
consulting  with respect to corporate symbols, logos, names, the presentation of
such  symbols,  logos  and names, and other matters relating to corporate image;

(f)     Upon  the  Company's  approval,  disseminate  information  regarding the
Company  to  shareholders,  brokers,  dealers,  other  investment  community
professionals  and  the  general  investing  public;

(g)     Upon  the  Company's  approval,  conduct  meetings,  in  person  or  by
telephone, with brokers, dealers, analysts and other investment professionals to
advise them of the Company's plans, goals and activities, and assist the Company
in  preparing  for  press  conferences  and  other  forums  involving the media,
investment  professionals  and  the  general  investment  public;

(h)     At  the  Company's  request,  review business plans, strategies, mission
statements  budgets,  proposed  transactions  and other plans for the purpose of
advising  the  Company  of  the  investment community implications thereof; and,

(i)     Otherwise  perform  as  the  Company's  financial  relations  and public
relations  consultant.

3.     Allocation  of  Time  and  Energies.  The  Consultant  hereby promises to
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perform  and  discharge faithfully the responsibilities which may be assigned to
the  Consultant  from  time  to  time  by  the  officers  and  duly  authorized
representatives  of  the Company in connection with the conduct of its financial
and  investor  public  relations  and communications activities, so long as such
activities  are  in  compliance with applicable securities laws and regulations.
Consultant  and  staff  shall  diligently  and thoroughly provide the consulting
services  required  hereunder.  Although  no  specific hours-per-day requirement
will  be required, Consultant and the Company agree that Consultant will perform
the  duties  set  forth herein above in a diligent and professional manner.  The
parties  acknowledge  and  agree  that  a disproportionately large amount of the
effort  to  be  expended  and the costs to be incurred by the Consultant and the
benefits  to  be received by the Company are expected to occur within or shortly
after  the  first  two  months  of  the  effectiveness of this Agreement.  It is
explicitly understood that Consultant's performance of its duties hereunder will
in  no  way  be  measured  by  the  price of the Company's common stock, nor the
trading  volume  of  the Company's common stock.  It is also understood that the
Company  is entering into this Agreement with Liviakis Financial Communications,
Inc.  ("LFC"), a corporation and not any individual member of LFC, and, as such,
Consultant  will  not  be  deemed to have breached this Agreement if any member,
officer  or director of LFC leaves the firm or dies or becomes physically unable
to  perform any meaningful activities during the term of the Agreement, provided
the  Consultant  otherwise  performs  its  obligations  under  this  Agreement.

4.     Remuneration.  As  full  and complete compensation for services described
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in  this  Agreement,  the  Company  shall  compensate  LFC  as  follows:

4.1     (a)  The Shares.  For undertaking this engagement and for other good and
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valuable  consideration,  the  Company  agrees  to  issue  and  deliver  to  the
Consultant one million two hundred thousand (1,200,000) shares (the "Shares") of
the  Company's  common  stock,  par  value  $.01 per share ("Common Stock"). The
Shares  shall  be  issued  and delivered to the Consultant immediately following
execution of this Agreement  and shall, when issued and delivered to Consultant,
be  fully  paid, non-assessable, and a pre-payment for the provision of services
In  accordance  herewith.

     (b)  Non-returnable,  Non-apportionable Portion of the Shares.  The Company
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understands and agrees that Consultant has foregone significant opportunities to
accept this engagement and that the Company derives substantial benefit from the
execution  of  this  Agreement and the ability to announce its relationship with
Consultant.  Accordingly,  eight hundred thousand (800,000) shares of the Shares
shall  constitute  payment  for Consultant's agreement to consult to the Company
and  are  a  nonrefundable, non-apportionable, and non-ratable retainer.  If the
Company  decides  to  terminate this Agreement prior to the Termination Date for
any  reason  whatsoever, it is agreed and understood that Consultant will not be
requested  or  demanded  by  the  Company  to  return any of the 800,000 shares.

     (c)  Pro-ratable  Portion  of the Shares.  Four hundred thousand  (400,000)
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shares  of  the  Shares  shall  constitute  payment for Consultant's agreeing to
continue  to  consult  the  Company during the second year of the term and are a
retainer which is apportionable and pro-ratable to a limited extent, as follows:
If at any time during the second year of the Agreement, Company gives Consultant
a  properly noticed Company's Early Termination Date, Consultant shall return to
Company  the  proportionate amount of the 400,000 shares that corresponds to the
period  remaining  of  the  second  year  after  the  noticed  Company's  Early
Termination Date, except that, if less than 90 days remain of the second year at
the  time  the  Company  gives  Consultant  the  notice  of  Early  Termination,
Consultant  may  retain  the  entirety of the Shares.  If at any time during the
second  year,  Consultant  elects  an  Early  Termination Date, Consultant shall
return  to  the  Company  the  proportionate  amount  of the 400,000 shares that
corresponds  to  the portion of the second year remaining following the properly
noticed  Consultant's  Early  Termination  Date.

     (d)  The  Shares  issued  pursuant  to  this  Agreement  shall  be  issued
in  the  name  of  Liviakis  Financial  Communications,  Inc.  and  shall not be
transferable  until  the  earlier  to occur of (i) the second anniversary of the
effective  date hereof or (ii) the Company's Early Termination Date or (iii) the
Consultant's  Early  Termination  Date.

4.2     Upon  issuance  of  the  Shares,  Company  shall  cause  to  be issued a
certificate  representing the required number of Shares and a written opinion of
counsel  for the Company stating that said Shares are validly issued, fully paid
and  non-assessable  and  that  the issuance of them to Consultant has been duly
authorized  by  the  Company.  Company  warrants  that  all the Shares issued to
Consultant pursuant to this Agreement shall have been validly issued, fully paid
and  non-assessable  and that the issuance of them to Consultant shall have been
duly  authorized  by  the  Company's  board  of  directors.

4.3     Consultant  acknowledges  that the Shares have not been registered under
the  Securities  Act  of  1933,  as  amended  (the  "Act")  and  accordingly are
"restricted securities" within the meaning of Rule 144 of the Act.  As such, the
Shares  may  not  be  resold  or  transferred unless the Company has received an
opinion  of  its counsel reasonably satisfactory to the Company that such resale
or  transfer  is  exempt  from  the  registration  requirements  of  the  Act.

4.4     In  connection  with the acquisition of Shares hereunder, the Consultant
represents  and  warrants  to  the  Company  as  follows:

(a)     Consultant  acknowledges  that  the  Consultant  has  been  afforded the
opportunity  to  ask  questions  of  and  receive  answers  from duly authorized
officers or other representatives of the Company concerning an investment in the
Shares,  and  any  additional  information  which  the Consultant has requested.

(b)     Consultant's  investment  in  restricted  securities  is  reasonable  in
relation to the Consultant's net worth, which is in excess of ten (10) times the
Consultant's  cost  basis  in  the  Shares.  Consultant  has  had  experience in
investments in restricted and publicly traded securities, and Consultant has had
experience  in investments in speculative securities and other investments which
involve  the  risk  of  loss  of  investment.  Consultant  acknowledges  that an
investment  in  the  Shares  is  speculative  and  involves  the  risk  of loss.
Consultant  has  the requisite knowledge to assess the relative merits and risks
of  this  investment  without  the necessity of relying upon other advisors, and
Consultant  can  afford the risk of loss of his entire investment in the Shares.
Consultant  is (i) an accredited investor, as that term is defined in Regulation
D promulgated under the Act, and (ii) a purchaser described in Section 25102 (f)
(2)  of  the  California  Corporate  Securities  Law  of  1968,  as  amended.

(c)     Consultant  is acquiring the Shares for the Consultant's own account for
long-term  investment  and not with a view toward resale or distribution thereof
except  in  accordance  with  applicable  securities  laws.

5.     Financing  "Finder's Fee".  It is understood that in the event Consultant
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introduces  Company,  or  its  nominees,  to  a  lender or equity purchaser, not
already  having  a preexisting relationship with the Company, with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company  agrees to compensate Consultant for such services with a "finder's fee"
in  the  amount of 2.5% of total gross funding provided by such lender or equity
purchaser, such fee to be payable in cash.  This 2.5% will be in addition to any
fees  payable  by  Company to any other intermediary, if any, which shall be the
subject  of  separate  agreements  negotiated  between  Company  and  such other
intermediary.  It  is  also  understood  that in the event Consultant introduces
Company,  or  its  nominees,  to  an  acquisition  candidate, either directly or
indirectly  through  another  intermediary,  not  already  having  a preexisting
relationship  with  the  Company,  which  Company,  or  its nominees, ultimately
acquires  or  causes  the  completion  of  such  acquisition,  Company agrees to
compensate  Consultant  for such services with a "finder's fee" in the amount of
2%  of  total  gross  consideration provided by such acquisition, such fee to be
payable  in cash.  This 2% will be in addition to any fees payable by Company to
any  other  intermediary,  if  any,  which  shall  be  the  subject  of separate
agreements  negotiated  between  Company  and  such  other  intermediary.  It is
specifically understood that Consultant is not and does not hold itself out be a
Broker/Dealer,  but  is  rather  merely  a  "Finder" in reference to the Company
procuring  financing  sources  and  acquisition  candidates.

5.1     It  is  further  understood  that  Company,  and  not  Consultant,  is
responsible  to  perform  any  and  all  due  diligence  on  such lender, equity
purchaser  or  acquisition  candidate  introduced to it by Consultant under this
Agreement,  prior  to  Company  receiving  funds  or closing on any acquisition.
However,  Consultant  will  not  introduce  any  parties  to Company about which
Consultant  has  any  prior  knowledge  of  questionable,  unethical  or illicit
activities.

5.2     Company  agrees  that  said  compensation to Consultant shall be paid in
full  at  the time said financing or acquisition is closed, such compensation to
be  transferred  by  Company to Consultant within seven (7) business days of the
execution  of  the  financing  of acquisition closing document.  Payment of said
compensation,  will be a condition precedent to the closing of such financing or
acquisition, and Company shall execute any and all documents necessary to effect
said  compensation.

5.3     As further consideration to Consultant, Company, or its nominees, agrees
to  pay with respect to any financing or acquisition candidate provided directly
or  indirectly  to the Company by any lender or equity purchaser covered by this
Section  5  during the period of one year from the date of this Agreement, a fee
to  Consultant  equal  to  that  outlined  in  Section  5  herein.

5.4     Consultant  will  notify Company of introductions it makes for potential
sources  of  financing  or acquisitions in a timely manner (within approximately
three  (3 ) business days of introduction) via facsimile memo.  If Company has a
preexisting  relationship  with  such  nominee and believes such party should be
excluded  from  this  Agreement, then Company will notify Consultant immediately
within  two  (2)  business  days  of  Consultant's  facsimile to Company of such
circumstance  via  facsimile  memo.

6.     Expenses.  Consultant agrees to pay for all its expenses (phone, mailing,
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labor, etc.), other than extraordinary items (travel required by/or specifically
requested  by  the  Company,  luncheons or dinners to large groups of investment
professionals,  mass  faxing  to  a  sizable  percentage  of  the  Company's
constituents,  investor  conference calls, print advertisements in publications,
etc.)  approved  by  the  Company  prior  to  its  incurring  an  obligation for
reimbursement.

7.     Indemnification.  The  Company  warrants  and  represents  that  all oral
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communications,  written  documents  or materials furnished to Consultant by the
Company  with  respect  to  financial  affairs,  operations,  profitability  and
strategic  planning of the Company are accurate and Consultant may rely upon the
accuracy  thereof  without independent investigation.  The Company will protect,
indemnify  and  hold  harmless  Consultant  against  any  claims  or  litigation
including  any  damages,  liability,  cost  and  reasonable  attorney's  fees as
incurred  with  respect  thereto  resulting  from  Consultant's communication or
dissemination of any said information, documents or materials excluding any such
claims  or  litigation  resulting  from  Consultant's  (i)  communication  or
dissemination  of  information not provided or authorized by the Company or (ii)
breach  any  warranties  set  forth  in  this  Agreement.

8.     Representations  and  Warranties.  Consultant  represents  that it is not
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required  to  maintain any licenses and registrations under federal or any state
regulations  necessary  to  perform  the  services set forth herein.  Consultant
represents,  warrants  and  agrees  that,  to  the  best  of  its knowledge, the
performance  of the services set forth under this Agreement will not violate any
rule  or
provision  of  any  regulatory agency having jurisdiction over Consultant or any
SEC  rules or regulations or federal or any state securities laws (collectively,
"Securities  Laws").  Consultant  represents,  warrants  and  agreesthat, to the
best  of  its  knowledge,  Consultant and its officers and directors are not the
subject  of any investigation, claim, decree or judgment involving any violation
of any Securities Laws.  Consultant further represents, warrants and agrees that
it  is  not  a  securities  Broker  Dealer  or  a registered investment advisor.
Company represents, warrants and agrees that, to the best of its knowledge, that
it  has  not  violated  any  rule  or  provision of any regulatory agency having
jurisdiction over the Company.  Company represents, warrants and agrees that, to
the  best  of  its  knowledge,  Company is not the subject of any investigation,
claim,  decree  or  judgment  involving  any  violation  of any Securities Laws.

9.     Legal  Representation.  The  Company  acknowledges  that  it  has  been
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represented  by  independent legal counsel in the preparation of this Agreement.
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Consultant  represents  that  it  has  consulted  with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.

10.     Status  as  Independent Contractor.  Consultant's engagement pursuant to
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this  Agreement  shall  be  as  independent  contractor, and not as an employee,
officer  or  other  agent of the Company.  Neither party to this Agreement shall
represent  or  hold  itself  out  to  be  the employer or employee of the other.
Consultant  further  acknowledges  the  consideration  provided hereinabove is a
gross  amount  of consideration and that the Company will not withhold from such
consideration  any  amounts  as to income taxes, social security payments or any
other payroll taxes.  All such income taxes and other such payment shall be made
or  provided  for  by Consultant and the Company shall have no responsibility or
duties  regarding  such  matters.  Neither the Company or the Consultant possess
the  authority  to bind each other in any agreements without the express written
consent  of  the  entity  to  be  bound.

11.     Attorneys'  Fees.  If  any  legal  action  or  any  arbitration or other
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proceeding  is  brought for the enforcement or interpretation of this Agreement,
or  because  of  an  alleged  dispute,  breach,  default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall  be  entitled  to  recover  reasonable  attorneys' fees and other costs in
connection  with  that  action or proceeding, in addition to any other relief to
which  it  or  they  may  be  entitled.

12.     Waiver.  The waiver by either party of a breach of any provision of this
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Agreement  by  the  other party shall not operate or be construed as a waiver of
any  subsequent  breach  by  such  other  party.

13.     Notices.  All  notices,  requests,  and  other  communications hereunder
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shall  be  deemed  to  be  duly  given  if  sent  by U.S. mail, postage prepaid,
addressed  to  the  other  party  at  the  address  as  set  forth herein below:

     To  the  Company:
                          Omni  Nutraceuticals,  Inc.
                          5310  Beethoven  St.
                          Los  Angeles,  CA  90066
                          Attention:  Chief  Executive  Officer

     To  the  Consultant:

                          Liviakis  Financial  Communications,  Inc.
                          John  M.  Liviakis,  President
                          495  Miller  Avenue
                          Mill  Valley,  CA  94941

     With  a  copy  to:
                          Hasse  Molesky  Law  Offices
                          Lizbeth  Hasse
                          530  Jackson  Street,  3rd  Floor
                          San  Francisco,  CA  94133

It  is  understood that either party may change the address to which notices for
it  shall be ad-dressed by providing notice of such change to the other party in
the  manner  set  forth  in  this  paragraph.

14.     Choice of Law, Jurisdiction and Venue.  This Agreement shall be governed
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by,  construed  and  enforced  in  accordance  with  the  laws  of  the State of
California.  The  parties  agree that San Francisco County, CA will be the venue
of  any  dispute  and  the  state  and  federal courts of competent jurisdiction
sitting  in  such County will have jurisdiction over all parties, subject to the
Arbitration  Clause  of  Section  15  of  this  Agreement.

15.     Arbitration.  Any  controversy  or  claim  arising out of or relating to
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this  Agreement,  or  the  alleged  breach  thereof, or relating to Consultant's
activities  or  remuneration  under  this Agreement, shall be settled by binding
arbitration  in  California,  in  accordance  with  the  applicable rules of the
American  Arbitration  Association,  and  judgment  on the award rendered by the
arbitrator(s)  shall  be  binding on the parties and may be entered in any court
having jurisdiction as provided by Paragraph 14 herein.  The provisions of Title
9  of  Part  3  of  the  California  Code  of Civil Procedure, including section
1283.05, and successor statutes, permitting expanded discovery proceedings shall
be  applicable  to  all  disputes  that  are  arbitrated  under  this paragraph.

16.     Complete Agreement.  This Agreement contains the entire agreement of the
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parties relating to the subject matter hereof.  This Agreement and its terms may
not  be  changed  orally but only by an agreement in writing signed by the party
against  whom  enforcement  of  any  waiver,  change, modification, extension or
discharge  is  sought.

IN  WITNESS  WHEREOF, the undersigned have entered into this Agreement as of the
date  first  above  written by their representatives, thereunto duly authorized.

"Company"     OMNI  NUTRACEUTICALS,  INC.
          By:  /s/ Klee Irwin
          Name  and  Title:  Klee Irwin, President


"Consultant"  LIVIAKIS  FINANCIAL  COMMUNICATIONS,  INC.
          By:  /s/ John M. Liviakis
          John  M.  Liviakis,  President