OMNI  NUTRACEUTICALS,  INC.  TERM  SHEET
                                  MARCH  11,  2000

This  term  sheet  sets  forth the principal terms and conditions of pursuant to
which  American  Equities,  LLC,  a California limited liability company and its
assignees  ("American  Equities"  or  "Investor")  will  purchase  from  Omni
Nutraceuticals,  Inc.,  a  Utah  corporation  (the  "Company"), (i) an aggregate
amount  of  $2,000,000  of  its  5%  Convertible  Preferred Stock, Series A (the
"Series  A Preferred Stock"), and (ii) warrants to purchase up to 500,000 shares
of  the  Company's  common  stock.  The  parties  shall amend that certain Stock
Purchase  Agreement,  dated  as of January 24, 2000, by and between the Company,
American Equities, HealthZone.com and Corporate Financial Enterprises, Inc. (the
"Stock  Purchase  Agreement")  to  accomplish  all  of  the  following  terms.

Issuers:     Omni  Nutraceuticals,  Inc.,  a  Utah  corporation (the "Company").

Series A Preferred Stock     1.  The Company will issue 2,000,000 shares
Issuance:                        of its Series  A Preferred  Stock  to American
                                 Equities against receipt by the Company of
                                 $2,000,000 payable in immediately available
                                 funds  wire  transferred  for  deposit  in  the
                                 Company's  account.  The  Series  -A  Preferred
                                 Stock  will  be  convertible  into common stock
                                 ("Common  Stock")  of  the  Company  initially
                                 at  a  conversion  price  equal  to  $1.50  per
                                 share of  Common Stock,  subject  to adjustment
                                 pursuant to  customary anti-dilution provisions
                                 as  described below.  This  shall  replace  the
                                 obligation of  American  Equities  to  purchase
                                 additional securities  of the  Company  as  set
                                 forth in Section 1.1 (d) of the Stock  Purchase
                                 Agreement, the provisions  of  which  shall  be
                                 deleted in their entirety and the remainder of
                                 the  Stock Purchase Agreement shall be amended
                                 to  reflect  the foregoing.

                            2.   The Company shall issue to  American  Equities
                                 a  warrant to purchase  up  to  500,000  shares
                                 of  Common  Stock  at an exercise  price  equal
                                 to  $2.50  per  share.  Such  warrant  shall
                                 contain  customary  anti-dilution  and cashless
                                 exercise provisions;  and  shall have the  same
                                 registration  rights  as the Series A Preferred
                                 Stock.  See  "Company  Warrants"  below:

Exemption:     The  issuance  of the securities to American Equities is intended
               to qualify  for  the  exemption  from  registration  afforded  by
               Section 4(2) and  Regulation D promulgated under the  Securities
               Act  of  1933,  as amended.

<PAGE>
PRINCIPAL  TERMS  OF  THE  SERIES  A  PREFERRED  STOCK:


Dividends:

The  Series  A  Preferred  Stock will accrue cumulative dividends at the rate of
5%  per  annum,  payable  semi-annually  in  arrears  every June 1 and January 1
(pro-rated  for  any  period  in  which  the  Series  A     Preferred  Stock  is
outstanding  for  less  one  semi-annual  period).     Such  payments  shall  be
payable,  out  of funds legally available therefore, if, as and when declared by
the  Board  of Directors, and at     the Company's option, maybe payable in cash
or  in  additional  Series  A  Preferred  Stock,  valued  at  $1.50  per  share.

Conversion:

The  Series  A Preferred Stock will be convertible into Common     Stock, at any
time  and from time to time after six months from the Closing Date, initially at
a  conversion  price equal to $1.50. Such     conversion price shall be adjusted
for  stock  or  other  equity  dividends,  subdivisions,  split  ups  or
reclassifications  of  Common     Stock,  capital  reorganizations,  mergers  or
consolidations,  and  other     similar  events, as well as certain issuances of
equity securities as described below in "Anti-Dilution" (such ratio, as adjusted
and  in     effect  from time to time, is referred to herein' as the "Conversion
Price").

Anti-Dilution:

In  the  event  that  the  Company  issues  any  equity  securities,  including
preferred stock, Common Stock or securities exchangeable for or convertible into
Common Stock, or rights to acquire Common Stock     (in each case other than the
Series  A Preferred Stock or warrants     issued pursuant to this Agreement, any
warrants  and  options  outstanding  on  December  30, 1999, and up to 2,000,000
employee  or     other  options  granted  after  December  30,  1999  under  the
Company's  Long  Term  Stock Incentive Plan, as amended from time to time), at a
price  per  share of Common Stock (assuming immediate conversion     or exercise
of  any  security  convertible into or exchangeable for Common Stock) (the "Sale
Price")  less  than  the  higher  of (i) $1.50,     or (ii) the then fair market
value  of  the  Common  Stock, the Conversion Price with respect to the Series A
Preferred  Stock will be reduced to the lower of (x) such Sale Price, or (y) the
product  of the     old Conversion Price multiplied by a fraction, the numerator
of  which is the number of shares of Common Stock outstanding as of     the date
prior  to  such  sale or issuance, and the denominator of which     shall be the
number  of  shares  of  Common  Stock  (on  a  fully  diluted basis) outstanding
immediately  after such sale or issuance. The     Series A Preferred Stock shall
have  customary  anti-dilution  rights  in     the  event  of  any merger, sale,
recapitalization,  consolidation  or  other     similar  event

LIQUIDATION  PREFERENCE:

In  the  event  of  any liquidation or winding up of the Company, the holders of
Series  A  Preferred  Stock  will  be  entitled to receive, in preference to the
holders  of  any  other series of preferred stock ranking junior to the Series A
Preferred  Stock  and  the  holders of Common Stock (whether now in existence or
created  hereafter),  an     amount  equal  to $0.60 per share, plus accrued and
unpaid  dividends.  Any  liquidation,  dissolution or winding up of the Company,
either  voluntary  or  involuntary,  or  any  sale  or  disposition  of  all  or
substantially  all of its assets (a "Liquidating Event") shall be deemed to be a
liquidation  or  winding  up  for  purposes  of  the  liquidation  preference.

Other  Terms:

BOARD  OF  DIRECTORS:

ALBERT  KASHANI  will  have  the  right  to  nominate and elect one-fifth of the
directors  to  of  the  Board  of  Directors,  rounded  up  to the nearest whole
director. The Company will enter into an indemnity agreement with such director,
and  shall reimburse such director for reasonable expenses incurred in attending
meetings  or  otherwise  on  behalf  of  the  Company.  The  Company's  present
obligation  to use its reasonable best efforts     to amend the Company's bylaws
in  order  to fix the number of directors at six (6) shall be terminated and the
voting  provisions currently set forth in the terms of the outstanding shares of
Series  A  Preferred  Stock  shall  be  amended  accordingly to conform with the
foregoing.

INCENTIVE  STOCK  OPTIONS:

The  director  appointed  by  the  holders of the Series A Preferred Stock shall
receive such compensation as is usually and customarily granted to other outside
directors  of  the Company, but in no event     less than a director's option to
purchase 75,000 shares of Common Stock, at an exercise price of $2.25 per share,
which  shall  be  registered on a Form. S-8 within 30 days following the Closing
Date.  The  option  will  vest  according  to  the  following  schedule:


% of  Options  Awarded     Vesting  Period
-----------------------     ---------------
25%                         Upon  being  awarded

Remaining  75%              In  12  equal  monthly  installments
                            calculated  in  arrears
                            commencing  on  the  first  month
                            after  being  awarded

Voting  Rights:

On  all  matters  not  specifically outlined herein, holders of the Series     A
Preferred  Stock  shall  be entitled to vote together with the Common Stock as a
single  class  on  all  matters submitted to a vote of     the holders of Common
Stock,  as  if such Series A Preferred Stock were converted immediately prior to
such  vote.     Consent  of  a  majority of the holders of outstanding shares of
Series     A  Prefered  Stock,  voting  as  a  single class, will be required to
approve  any  of  the  following:  (i)  any  creation,  authorization,  sale  or
issuance  of any class or series of capital stock ranking senior to the Series A
Preferred Stock with respect to voting, liquidation or     dividend rights, (ii)
any issuance of additional shares of Series A     Preferred Stock, other than in
payment  of  dividends  on  the  Series  A  Preferred Stock, (iii) any merger or
consolidation  where  the  Company  is  not  the  surviving  corporation (unless
provision  is  made  in  such  merger  or consolidation for the issuance to such
holders  of  Series  A  Preferred Stock of securities with substantially similar
rights  privileges  and  preferences  as the Series A Preferred Stock), (iv) any
sale  of all or substantially all of the assets of the Company,     (v) any sale
of  capital  stock  of  any  subsidiary  of  the Company to any affiliate of the
Company,  or  to  any  affiliate  of flee Irwin, (vi) any change in the relative
rights,  privileges  and.  preferences  of  the Series     A Preferred Stock, or
(vii) any spin-off of HealthZone Common     Stock, reverse merger of HealthZone,
or  any  other similar     transaction in connection with HealthZone which would
have  the     effect  of impeding an initial public offering of the common stock
of  HealthZone.  It  is  intended  by  the  parties  that HealthZone will file a
registration  statement  registering  the  initial public offering of its common
stock  in a firm commitment, fully underwritten public     offering when, in the
opinion  of  the board of directors of HealthZone, such offering is appropriate.

REGISTRATION  RIGHTS:

With  respect to the Common Stock into which the Series A Preferred     Stock is
convertible,  holders  of  Series  A  Preferred  Stock  will  receive one demand
registration  beginning  one  year  after  the  Closing  Date     and  unlimited
"piggyback"  registration  rights,  subject  to  reasonable     underwriters'
marketing  limitations.  The  Company shall pay all registration expenses (other
than  commissions  and  selling expenses)     associated with such registration.
The holders of Series A Preferred Stock shall not have the right to exercise any
registration rights so     long as (i) the Common Stock issuable upon conversion
of  the  Series     A  Preferred  Stock  is then registered for resale under the
Securities  Act  of  1933,  as  amended, or (ii) such stock is then eligible for
unrestricted  sale pursuant to Rule 144(k) or its equivalent. The Company shall,
on  or  before  April 25, 2000 (the "Required Filing Date"), file a registration
statement  covering the Common Stock underlying the Series A Preferred Stock and
the  Warrants.  Such registration statement shall be effective on or before June
22,  2000 (the "Required Effective Date"). If, for any reason, such registration
statement  is  not  filed  on  or  before  the Required Filing Date, or declared
effective  on or before the Required Effective Date, the holders of the Series A
Preferred  Stock  and  Warrants shall be entitled to liquidated damages equal to
the  greater  of  (i)  0.067%  of the fair market value of the Common Stock into
which the Series A Preferred Stock is then convertible and the Warrants are then
exercisable  for  each  day  following  the Required Filing Date and/or Required
Effective  Date, or (ii) the product of (x) the number of shares of Common Stock
into  which  the  Series  A  Preferred Stock is convertible and the Warrants are
exercisable  on  the  Required  Filing  Date  or the Required Effective Date (as
applicable), multiplied by the difference between the closing price reported for
the  Common Stock on the Required Effective Date, and the closing price reported
for  the  Common  Stock  on  the  date  such  registration statement is declared
effective  ("Delay  Damages").  The  Company shall pay all registration expenses
(other than commissions and selling expenses) associated with such registration,
and shall keep such registration statement effective and current for a period of
not  less  than  two  .years.  No  other  securities  will  be  included  in the
registration  statement other than the securities described above and securities
subject to outstanding piggyback registration rights without the written consent
of  American  Equities.  American  Equities  and Corporate Financial Enterprises
shall  waive  any  damages  due as a result of the Company's failure to file the
registration  statement  referred  to  in Section 5 of that certain Registration
Rights Agreement, dated January 24, 2000, so long as such registration statement
is  filed  by  the  Required  Filing Date and declared effective by the Required
Effective  Date.

SECURITIES  PURCHASE

The  Series  A  Preferred  Stock,  Warrants  and  HealthZone  Common  Agreement:
Stock  will be issued pursuant to a Securities Purchase Agreement     drafted by
counsel  to  American  Equities  and  acceptable  to  American  Equities and the
Company,  and  their respective counsel. Such     agreement shall contain, among
other  things,  customary  and appropriate representations and warranties of the
Company,     HealthZone  and  American  Equities,  covenants  of  the  Company,
HealthZone  and American Equities reflecting the provisions set forth     herein
and  customary and appropriate conditions of closing; provided, however, no such
conditions  shall include any minimum financial or performance criteria required
to  be  met  by  the  Company.

COMPANY  WARRANTS:

As  described  above,  the  Company  shall issue to American Equities     7-year
warrants  to  purchase  500,000  shares  of  common  stock of the Company, at an
exercise  price  equal  to  $2.50.

Purchase  Price  Allocation:

The  total  purchase price of $2,000,000 shall be allocated and paid as follows:

          Security              Allocation                 Per  Share
Series  A  Preferred  Stock     $1,900,000                   $0.95
Company  Warrants                 $100,000                   $0.10

Expenses:

In  the  event  that (1) the transaction closes or (2) the Company elects     to
terminate  the  negotiations  for  any reason, the Company shall pay to American
Equities the sum of $15,000 to defray transaction costs     incurred by American
Equities.  American  Equities'  counsel will     draft the legal documents. Each
party  will  pay  its  own  legal  fees.

Waivers/Consents:

The  Company and Klee Irwin shall provide to American Equities an     agreement,
satisfactory to American Equities, terminating all rights of the Company and Mr.
Irwin  to "put" or "call" common stock of     HealthZone to the other party, and
an  agreement  terminating  that     certain  Settlement  Agreement, between the
Company  and  Mr.  Irwin.  The  Company  shall  provide  to  American  Equities
satisfactory     evidence  of  the  resignation  of  Mr.  Lindsey  Duncan  as an
officer, director or employee of the Company. In addition, the Company     shall
secure  any  necessary  or  required  consents  of  third  parties  to  the
contemplated  transactions,  including, without limitation, the lender under the
Company's  term  loan,  or  any  other lender who has the     right to cause the
Company to apply the proceeds of the contemplated transaction to debt repayment.

Use  of  Proceeds:

The  Company  shall  apply  the  proceeds  of this financing received by     the
Company  to  fund  working  capital  requirements  of  the Company.  None of the
proceeds shall be used to reduce the balance of the     Company's revolving loan
unless  such  reduction  shall create     borrowing availability under such loan
equal  to  such  reduction.

Lock-Up  Agreement:

Mr. R. Lindsey Duncan and his spouse, Cheryl Wheeler shall have     entered into
an  .Amended and Restated Lock-Up Agreement in the form attached as Exhibit B to
that certain Agreement dated of even     date herewith by and among the Company,
Mr.  Duncan  and  Ms.  Cheryl  Wheeler.

Governing  law:

CALIFORNIA

TARGETED  CLOSING  DATE:

On  or  before  March  3  1,  2000  (the  "Closing  Date").

CONFIDENTIALITY:

Neither  of the parties hereto or their respective affiliates shall make     any
public  disclosure  of  this  document  or  the transactions contemplated hereby
except  with the written approval of the other     party hereto or except as may
be  required  by applicable law or court or administrative order or the rules of
any stock exchange,     NASDAQ or the NASD. All information received by American
Equities  concerning  the Company or HealthZone and their respective businesses,
financial  condition,  prospects  and  affairs (unless already     in the public
domain  through  no  breach  of  any  duty  owed  the  Company or HealthZone) in
connection  with  the  transactions     contemplated  hereby,  shall  be  deemed
confidential proprietary information and may not be used by American Equities or
its     affiliates  or associates except in connection with an evaluation of the
proposed  investment  in  the  Company  and  HealthZone  securities.

LETTER  OF  INTENT:

This  letter  is  a  binding  agreement  of  the  parties.

Agreed  and  Accepted:

OMNI  NUTRACEUTICALS,  INC.,     AMERICAN  EQUITIES,  LLC,
a  Utah  corporation             a  California  limited  liability  company

By: /s/ Klee Irwin               By: /s/ Reid Breitman
        Klee  Irwin,  President          Reid  Breitman,  President