EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT,  dated  as of March 11, 2000, between Omni
Nutraceuticals,  Inc.,  a  Utah  corporation  (together with any successors, the
"Company"),  and  R. Lindsey Duncan and Cheryl Wheeler (collectively, "Duncan").

     Duncan  owns  or  has the right to acquire 7,000,000 shares of Common Stock
(as  defined) of the Company.  The Company and the Duncan deem it to be in their
respective  best  interests  to set forth the rights of the Duncan in connection
with  public  offerings  and  sales  of  shares  of  Common  Stock.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
obligations  hereinafter  set  forth,  the  Company  and  Duncan hereby agree as
follows:

SECTION  1.     DEFINITIONS.
                -----------

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

     "Common  Stock"  shall mean the Common Stock, $0.01 par value per share, of
      -------------
the  Company.

     "Commission" shall mean the Securities and Exchange Commission or any other
      ----------
Federal  agency  at  the  time  administering  the  Securities  Act.

     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act of 1934 or any
      -------------
successor  Federal  statute,  and  the  rules  and regulations of the Commission
promulgated  thereunder,  all  as the same shall be in effect from time to time.

     "Information"  has  the  meaning  ascribed  thereto  in  Section  6(i).
      -----------                                             -------------

     "Inspectors"  has  the  meaning  ascribed  thereto  in  Section  6(i).
      ----------                                             -------------

     "Duncan"  shall  mean Duncan or any successor to, or assignee or transferee
      ------
of,  Duncan.

     "Duncan's  Counsel"  has  the  meaning  ascribed  thereto  in Section 6(b).
      -----------------                                            ------------


<PAGE>

     "Material  Transaction" means any material transaction in which the Company
      ---------------------
or  any  of  its  Subsidiaries  proposes  to  engage  or is engaged, including a
purchase  or  sale  of  assets  or securities, financing, merger, consolidation,
tender  offer or any other transaction that would require disclosure pursuant to
the  Exchange  Act,  and  with  respect  to  which the board of directors of the
Company  reasonably  has  determined  in  good  faith  that compliance with this
Agreement  may  reasonably  be  expected to either materially interfere with the
Company's  or  such  Subsidiary's  ability  to  consummate such transaction in a
timely  fashion  or  require  the  Company  to  disclose  material,  non-public
information  prior  to  such  time  as  it  would  otherwise  be  required to be
disclosed.

     "Other Shares" shall mean at any time those shares of Common Stock which do
      ------------
not  constitute  Primary  Shares  or  Registrable  Shares.

     "Person"  shall  be  construed  as  broadly  as possible and shall include,
      ------
without  limitation, an individual, a partnership, an investment fund, a limited
liability  company,  a  corporation,  an  association, a joint shares company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or  any  department,  agency  or  political  subdivision  thereof.

     "Prior  Registration  Rights  Agreement"  shall  refer  to  that  certain
      --------------------------------------
Registration  Rights  Agreement,  dated  January  24,  2000,  by and between the
      ---
Company  and  the  Investors  (as  defined  therein).

     "Primary  Shares"  shall mean at any time authorized but unissued shares of
      ---------------
Common  Stock  or  shares  of  Common Stock held by the Company in its treasury.

     "Registrable  Shares" shall mean any Restricted Shares owned by Duncan, but
      -------------------
not  to  exceed  7,000,000  shares.

     "Restricted  Shares"  means, at any time, with respect to Duncan, shares of
      ------------------
Common  Stock then owned by Duncan, and includes:  (i) Common Stock which may be
issued  as  a dividend or distribution; (ii) any other securities which by their
terms  are  exercisable  or  exchangeable  for  or convertible into Common Stock
issued;  and  (iii)  any  securities  received  in respect of, or upon exercise,
exchange  or  conversion  of, the foregoing, in each case in clauses (i) through
                                                             -----------
(iii)  which  at  any time are held by such Duncan, or any transferee of Duncan.
  ---
As  to any particular shares of Restricted Shares, such shares shall cease to be
Restricted  Shares when: (A) they have been registered under the Securities Act,
the  registration  statement in connection therewith has been declared effective
and  they  have been disposed of pursuant to and in the manner described in such
effective  registration  statement; (B) they are sold or distributed pursuant to
Rule  144; (C) they have ceased to be outstanding; or (D) provided Duncan is the
beneficial  owner  (as defined in Rule 13d-3 promulgated under the Exchange Act)
of  less  than  ten percent (10%) of the issued and outstanding shares of Common
Stock as of the date of the filing of a registration statement pursuant to which
Duncan  would  otherwise have the right to require such shares to be included in
such  registration  statement,  if such shares could lawfully then be sold in an
open  market  transaction,  without  registration,  and  without  restriction or
limitation  as  to  the  amount  of such sales (other than pursuant to a lock-up
agreement).

     "Registration  Date"  shall  mean  the  date  upon  which  the registration
      ------------------
statement  pursuant  to which the Company shall have registered shares of Common
      -
Stock  under  the Securities Act for sale to the public shall have been declared
effective.

     "Rule  144" shall mean Rule 144 promulgated under the Securities Act or any
      ---------
successor  rule  thereto  or any complementary rule thereto (such as Rule 144A).


<PAGE>
     "Securities  Act"  shall  mean  the Securities Act of 1933 or any successor
      ---------------
Federal statute, and the rules and regulations of the Commission thereunder, all
as  the  same  shall  be  in  effect  from  time  to  time.

     "Subsidiary"  means,  with respect to any Person, any other Person of which
      ----------
the  securities  having  a majority of the ordinary voting power in electing the
board  of  directors (or other governing body) of such other Person, at the time
as  of  which  any  determination  is being made, are owned by such first Person
either  directly  or  through  one  or  more  of  its  Subsidiaries.


SECTION  2.     FORM  S-8  REGISTRATION.
                -----------------------

     If  the  Company  at any time proposes for any reason to register shares of
Common  Stock  under  the  Securities  Act  on  Form  S-8  promulgated under the
Securities  Act  or  any successor forms thereto, it shall promptly give written
notice  to  Duncan  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  Duncan  to  include  in  such  registration
Registrable  Shares  issuable upon exercise of options or warrants and which are
eligible  for  inclusion  on Form S-8 (which request shall specify the number of
Registrable  Shares  proposed  to be included in such registration), the Company
shall  cause  all such Registrable Shares to be included in such registration on
the  same  terms  and  conditions as the securities otherwise being sold in such
registration.

SECTION  3.     PIGGYBACK  REGISTRATION.
                -----------------------

     If  the  Company  at any time proposes for any reason to register shares of
Common  Stock  under  the  Securities  Act  (other  than on Form S-4, F-4 or S-8
promulgated under the Securities Act or any successor forms thereto), including,
without  limitation,  the  registration  statement  to  be  filed by the Company
pursuant  to  the  Prior  Registration  Rights Agreement, it shall promptly give
written  notice  to Duncan of its intention to so register such shares and, upon
the  written  request, delivered to the Company within 30 days after delivery of
any  such  notice  by  the  Company,  of  Duncan to include in such registration
Registrable Shares (which request shall specify the number of Registrable Shares
proposed  to be included in such registration), the Company shall cause all such
Registrable  Shares  to  be  included in such registration on the same terms and
conditions  as  the  securities  otherwise  being  sold  in  such  registration;
provided,  however,  that,  if the managing underwriter advises the Company that
           -------
the  inclusion  of  all  Registrable  Shares  requested  to  be included in such
registration  would  interfere with the successful marketing (including pricing)
of  the  shares  proposed  to  be  registered by the Company, then the number of
shares  proposed  to  be  included in such registration shall be included in the
following  order  of  priority:


<PAGE>
     (i)     first,  the  Registrable  Shares  requested  to be included in such
             -----
registration  (or,  if  necessary  (and  other  than  as  provided  below), such
Registrable  Shares  pro rata among the holders thereof based upon the number of
                     --- ----
Registrable  Shares  requested to be registered by each such holder), along with
the  Registrable  Shares (as defined in the Prior Registration rights Agreement)
to  be  included  in  such  registration pursuant to the provisions of the Prior
Registration  Rights  Agreement;

     (ii)     second,  the  Primary  Shares;  and
              ------

     (iii)     third,  the  Other  Shares.
               -----

     Notwithstanding  the  foregoing,  in the event that an underwriter does not
permit  all  of  Duncan's  Registrable  Shares and the Registrable Shares of the
Investors,  as  defined  in  the  Prior  Registration  Rights  Agreement  (the
"Investors'  Registrable  Shares"),  to  be  included in such registration, then
Duncan  and  the  Investors  shall  have the right to include an equal number of
shares  in  such  registration  statement.

SECTION  4.     REGISTRATIONS  ON  FORM  S-3.
                ----------------------------

     Notwithstanding  anything  herein  to  the  contrary,  at  such time as the
Company  shall  have  qualified  for  the  use of Form S-3 promulgated under the
Securities  Act  or  any  successor form thereto, Duncan shall have the right to
request  in writing one registration on Form S-3 (or any successor form thereto)
of  Registrable  Shares  within  any  12-month period, which request or requests
shall:  (i)  specify  the  number  of  Registrable Shares intended to be sold or
disposed  of  and  the  holders  thereof;  (ii)  state  the  intended  method of
disposition  of  such Registrable Shares; and (iii) relate to Registrable Shares
having  an  aggregate  gross  offering  price  of  at  least  $500,000.

SECTION  5.     REQUIRED  REGISTRATION.
                ----------------------

     The  Company shall, within 90 days of the date hereof (the "Required Filing
Date"),  file a registration statement covering up to 7,000,000 shares of Common
Stock  beneficially  owned  by  Duncan.  Such  registration  statement  shall be
effective  within  150  days of the date hereof (the "Required Effective Date").
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 the
sooner  of  (i)  two  years from the date of this Agreement, or (ii) the date on
which  all  the  shares  of  Common  Stock  registered  under  such registration
statement  have been disposed of pursuant to and in the manner described in such
effective  registration  statement,  or (iii)  provided Duncan is the beneficial
owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of less than
ten percent (10%) of the issued and outstanding shares of Common Stock, the date
on  which  such shares of Common Stock become eligible for sale pursuant to Rule
144(k)  or its equivalent, but in any event such registration statement shall be
kept  current  for  at  least  one  year.

SECTION  6.     PREPARATION  AND  FILING.
                ------------------------

     If,  and  whenever,  the  Company  is  under an obligation pursuant to this
Agreement  to  effect  the  registration  of any Registrable Shares, the Company
shall,  as  expeditiously  as  practicable:


<PAGE>
     (a)     cause  a  registration  statement  that  registers such Registrable
Shares  to become and remain effective for a period of two years or such earlier
period in which all of such Registrable Shares have been disposed of pursuant to
and  in  the  manner  described  in  such  effective  registration statement or,
provided  Duncan  is  the beneficial owner (as defined in Rule 13d-3 promulgated
under  the  Exchange  Act)  of  less  than  ten  percent (10%) of the issued and
outstanding  shares  of  Common  Stock,  such  Shares  become  eligible for sale
pursuant  to  Rule  144(k) or its equivalent, but in any event such registration
statement  shall  be  kept  current  for  at  least  one  year;

     (b)     furnish,  at  least five business days before filing a registration
statement  that registers such Registrable Shares, a prospectus relating thereto
or  any  amendments  or supplements relating to such a registration statement or
prospectus,  to  one  counsel selected by Duncan ("Duncan's Counsel"), copies of
                                                   ----------------
all  such  documents  proposed  to  be  filed  (it  being  understood  that such
five-business-day  period  need  not  apply  to  successive  drafts  of the same
document  proposed to be filed so long as such successive drafts are supplied to
Duncan's  Counsel  in advance of the proposed filing by a period of time that is
customary  and  reasonable  under  the  circumstances);

     (c)     prepare  and  file  with  the  Commission  such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith  as may be necessary to keep such registration statement effective for
at  least  a  period  of  two  years or such earlier period in which all of such
Registrable Shares have been disposed of pursuant to and in the manner described
in  such  effective registration statement or, provided Duncan is the beneficial
owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of less than
ten  percent  (10%)  of  the issued and outstanding shares of Common Stock, such
Shares  become  eligible for sale pursuant to Rule 144(k) or its equivalent, but
in  any event such registration statement shall be kept current for at least one
year,  and  to  comply with the provisions of the Securities Act with respect to
the  sale  or  other  disposition  of  such  Registrable  Shares;

     (d)     notify  in  writing  Duncan' Counsel promptly of (i) the receipt by
the  Company  of any notification with respect to any comments by the Commission
with  respect  to  such registration statement or prospectus or any amendment or
supplement  thereto  or  any  request  by  the  Commission  for  the amending or
supplementing  thereof  or for additional information with respect thereto, (ii)
the  receipt  by the Company of any notification with respect to the issuance by
the  Commission  of  any  stop  order  suspending  the  effectiveness  of  such
registration  statement  or prospectus or any amendment or supplement thereto or
the  initiation  or  threatening  of  any  proceeding  for that purpose (and the
Company  shall  use  its  best  efforts  to  prevent the issuance thereof or, if
issued,  to  obtain  its withdrawal) and (iii) the receipt by the Company of any
notification  with  respect  to  the  suspension  of  the  qualification of such
Registrable Shares for sale in any jurisdiction or the initiation or threatening
of  any  proceeding  for  such  purposes;


<PAGE>
     (e)     register  or  qualify  such  Registrable  Shares  under  such other
securities or blue sky laws of such jurisdictions as Duncan reasonably requests,
to  keep  such  registrations  or  qualifications  in  effect for so long as the
registration statement covering such Registrable Shares remains in effect and do
any and all other acts and things which may be reasonably necessary or advisable
to  enable  Duncan  to  consummate  the disposition in such jurisdictions of the
Registrable  Shares owned by Duncan; provided, however, the Company shall not be
required  to  qualify  to  do  business  in  any  such  jurisdictions;

     (f)     furnish  to Duncan or other holders of such Registrable Shares such
number of copies of a summary prospectus, if any, or other prospectus, including
a  preliminary prospectus, in conformity with the requirements of the Securities
Act,  and  such other documents as such Duncan or holders may reasonably request
in  order to facilitate the public sale or other disposition of such Registrable
Shares;

     (g)     cause  such Registrable Shares to be registered with or approved by
such other governmental agencies or authorities as may be necessary by virtue of
the  business and operations of the Company to enable Duncan or other holders of
such  Registrable  Shares  to  consummate  the  disposition  of such Registrable
Shares;

     (h)     notify  on  a  timely  basis  Duncan  or  other  holders  of  such
Registrable  Shares  at  any time when a prospectus relating to such Registrable
Shares  is  required  to  be  delivered  under  the  Securities  Act  within the
appropriate  period  mentioned  in  subsection  (a)  of  this  Section 6, of the
                                    ---------------            ---------
happening  of  any  event  as  a result of which the prospectus included in such
registration  statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading  in  light of the
circumstances  then  existing  and, at the request of Duncan or other holders of
Registrable  Shares,  prepare  and  furnish  to  Duncan  or such other holders a
reasonable  number  of  copies  of  a  supplement  to  or  an  amendment of such
prospectus  as may be necessary so that, as thereafter delivered to the offerees
of  such  shares,  such  prospectus  shall  not include an untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading  in  light of the
circumstances  then  existing;


<PAGE>
     (i)     make  available  upon  reasonable notice and during normal business
hours, for inspection by Duncan or other holders of such Registrable Shares, any
underwriter  participating  in  any  disposition  pursuant  to such registration
statement  and  any  attorney,  accountant  or other agent retained by Duncan or
underwriter  (collectively, the "Inspectors"), all pertinent financial and other
                                 ----------
records,  pertinent  corporate  documents  and  properties  of  the  Company
(collectively,  the  "Records"), as shall be reasonably necessary to enable them
                      -------
to  exercise  their  due  diligence  responsibility,  and  cause  the  Company's
officers,  directors  and employees to supply all information (together with the
Records,  the  "Information")  reasonably  requested  by  any  such Inspector in
                -----------
connection  with  such registration statement.  Any of the Information which the
Company  determines in good faith to be confidential, and of which determination
the Inspectors are so notified, shall not be disclosed by the Inspectors, unless
(i)  the  disclosure  of  such  Information  is  necessary to avoid or correct a
misstatement or omission in the registration statement, (ii) the release of such
Information  is  ordered  pursuant  to a subpoena or other order from a court of
competent  jurisdiction,  or  (iii)  such  Information  has  been made generally
available  to the public through no breach of any duty owed the Company.  Duncan
agrees that he will, upon learning that disclosure of such Information is sought
in  a  court of competent jurisdiction, give notice to the Company and allow the
Company,  at  the  Company's expense, to undertake appropriate action to prevent
disclosure  of  the  Information  deemed  confidential;

     (j)     use  its  best  efforts  to  obtain  from its independent certified
public  accountants  "cold  comfort"  letters in customary form and at customary
                      -------------
times  and  covering  matters  of  the  type customarily covered by cold comfort
letters;

     (k)     use  its  best  efforts  to  obtain  from its counsel an opinion or
opinions  in  customary  form, naming Duncan as an additional addressee or party
who  may  rely  thereon;

     (l)     provide  a  transfer  agent  and  registrar  (which may be the same
entity  and  which  may  not  be  the  Company)  for  such  Registrable  Shares;

     (m)     issue  to  any underwriter to which Duncan holding such Registrable
Shares may sell shares in such offering certificates evidencing such Registrable
Shares;

     (n)     list such Registrable Shares on any national securities exchange on
which  any  shares  of Common Stock are listed or, if shares of Common Stock are
not  listed  on  a national securities exchange, use its best efforts to qualify
such  Registrable  Shares for inclusion on the automated quotation system of the
National  Association  of  Securities  Dealers, Inc. (the "NASD"), or such other
                                                           ----
national  securities  exchange  as the holders of a majority of such Registrable
Shares  shall reasonably request and provided that the Company meets the listing
criteria  of  such  exchange;  and

     (o)     otherwise  comply  with all applicable rules of the Commission, and
timely  file  all  reports  required  to be filed pursuant to the Securities and
Exchange  Act  of  1934,  as  amended;  and

     (p)     use  its  best  efforts  to  take all other commercially reasonable
steps  necessary  to  effect  the  registration  of  such  Registrable  Shares
contemplated  hereby.

     Each  holder  of Registrable Shares which are being or have been registered
pursuant to this Agreement shall provide to the Company, upon the request of the
Company,  such  written  information and materials as the Company may reasonably
request  in  order  to  effect  or  maintain  such registration.  Each holder of
Registrable  Shares, upon receipt of any notice from the Company of any event of
the  kind described in Section 6(h), shall forthwith discontinue the disposition
                       ------------
of  such Registrable Shares pursuant to the registration statement covering such
Registrable Shares until such holder's receipt of the copies of the supplemented
or  amended  prospectus contemplated by Section 6(h), and, if so directed by the
                                        ------------
Company,  such  holder  shall  deliver  to  the  Company  all copies, other than
permanent  file  copies  then  in  such  holder's  possession, of the prospectus
covering  such  Registrable  Shares  at  the  time  of  receipt  of such notice.


<PAGE>
SECTION  7.     EXPENSES.
                --------

     All expenses (other than underwriting discounts and commissions relating to
the  Registrable  Shares,  as  provided  in the last sentence of this Section 7)
                                                                      ---------
incurred  by  the Company or Duncan in complying with this Agreement, including,
without  limitation,  all  registration  and filing fees (including all expenses
incident  to  filing  with  the  NYSE,  AMEX, NASD and other domestic or foreign
exchanges,  as  applicable),  fees and expenses of complying with securities and
blue sky laws, printing expenses, fees and expenses of the Company's counsel and
accountants and fees and expenses of one legal counsel for Duncan, shall be paid
by  the  Company; provided, however, that all underwriting discounts and selling
                  --------  -------
commissions  (but  not  non-accountable expense allowances) applicable solely to
the  Registrable  Shares  and Other Shares shall be borne by the holders selling
such  Registrable  Shares  and  Other  Shares,  in  proportion  to the number of
Registrable  Shares  and  Other  Shares  sold  by  each  such  holder.

SECTION  8.     INDEMNIFICATION.
                ---------------

     (a)     To the extent permitted by law, in connection with any registration
of  any  Registrable Shares under the Securities Act pursuant to this Agreement,
the  Company shall indemnify and hold harmless each holder of Registrable Shares
and  any  other Person acting on behalf of the holders of Registrable Shares and
each  other Person, if any, who controls any of the foregoing Persons within the
meaning of the Securities Act, and if the holder is an individual, his heirs and
legal representatives, against any losses, claims, damages or liabilities, joint
or  several  (or  actions  in  respect  thereof),  to which any of the foregoing
Persons  may  become  subject  under the Securities Act or otherwise, insofar as
such  losses,  claims,  damages  or  liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or allegedly untrue statement
of  a  material  fact  contained  in the registration statement under which such
Registrable  Shares  were  registered  under the Securities Act, any preliminary
prospectus  or  final  prospectus  contained therein or otherwise filed with the
Commission,  any  amendment  or  supplement  thereto or any document incident to
registration  or qualification of any Registrable Shares, or arise out of or are
based  upon  the  omission  or alleged omission to state therein a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading  or, with respect to any prospectus, necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
or  any  violation  by  the Company of the Securities Act or state securities or
blue  sky  laws  applicable  to  the  Company and relating to action or inaction
required  of  the  Company in connection with such registration or qualification
under such state securities or blue sky laws; and shall reimburse the holders of
Registrable  Shares,  such  other  Person  acting  on  behalf  of the holders of
Registrable  Shares  and  each  such  controlling  Person for any legal or other
expenses  reasonably incurred by any of them in connection with investigating or
defending  any such loss, claim, damage, liability or action; provided, however,
                                                              --------  -------
that  the  Company  shall  not be liable in any such case to the extent that any
such  loss,  claim,  damage,  liability  or action (including any legal or other
expenses  incurred)  arises  out  of  or  is  based  upon an untrue statement or
allegedly  untrue  statement  or  omission  or  alleged  omission  made  in said
registration  statement,  preliminary  prospectus,  final prospectus, amendment,
supplement  or  document  incident  to  registration  or  qualification  of  any
Registrable  Shares  in reliance upon and in conformity with written information
furnished  to  the Company through an instrument duly executed by the holders of
Registrable  Shares  specifically  for  use  in  the  preparation  thereof;

<PAGE>
     (b)     To the extent permitted by law, in connection with any registration
of  Registrable Shares under the Securities Act pursuant to this Agreement, each
seller  of Registrable Shares shall severally and not jointly indemnify and hold
harmless  (in  the  same  manner  and to the same extent as set forth in Section
                                                                         -------
8(a)) the Company, each director of the Company, each officer of the Company who
shall sign such registration statement, each underwriter, broker or other Person
acting  on  behalf  of  the  holders  of  Registrable Shares and each Person who
controls  any  of the foregoing Persons within the meaning of the Securities Act
with  respect to any statement or omission from such registration statement, any
preliminary  prospectus or final prospectus contained therein or otherwise filed
with  the  Commission,  any  amendment  or  supplement  thereto  or any document
incident  to  registration  or  qualification of any Registrable Shares, if such
statement  or  omission was made in reliance upon and in conformity with written
information  furnished  to the Company or such underwriter through an instrument
duly  executed  by  such  seller  specifically  for  use  in connection with the
preparation  of  such  registration  statement,  preliminary  prospectus,  final
prospectus,  amendment,  supplement  or  document;  provided,  however, that the
                                                    --------   -------
maximum  amount  of  liability  in  respect  of such indemnification shall be in
proportion  to and limited to, in the case of each seller of Registrable Shares,
an  amount  equal  to  the  net  proceeds  actually  received  by  such  seller.

     (c)     Promptly  after  receipt  by  an indemnified party of notice of the
commencement  of  any  action involving a claim referred to in Sections 8(a) and
                                                               -------------
8(b), such indemnified party will, if a claim in respect thereof is made against
  --
an  indemnifying party, give written notice to the latter of the commencement of
such  action.  In  case any such action is brought against an indemnified party,
the  indemnifying  party  will  be  entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified to
the  extent  that  it  may  wish,  with  counsel reasonably satisfactory to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of  its  election  so  to  assume  the  defense thereof, the
indemnifying  party  shall  not  be  responsible for any legal or other expenses
subsequently  incurred  by  the indemnified party in connection with the defense
thereof; provided, however, that, if any indemnified party shall have reasonably
         --------  -------
concluded that there may be one or more legal or equitable defenses available to
such  indemnified party which are additional to or conflict with those available
to  the  indemnifying  party, or that such claim or litigation involves or could
have an effect upon matters beyond the scope of the indemnity agreement provided
in  this  Section  8,  then  the  indemnifying party shall not have the right to
          ----------
assume  the  defense of such action on behalf of such indemnified party and such
indemnifying  party  shall  reimburse  such  indemnified  party  and  any Person
controlling  such indemnified party for that portion of the fees and expenses of
any counsel retained by the indemnified party which is reasonably related to the
matters  covered  by  the  indemnity  agreement provided in this Section 8.  The
                                                                 ---------
indemnifying  party  shall  not be liable to indemnify any indemnified party for
any  settlement  of  any  claim  or  action  effected without the consent of the
indemnifying  party,  which  consent  may  not  be  unreasonably  withheld.  The
indemnifying  party  may  not  settle  any  claim  or  action brought against an
indemnified party without such party's consent unless (i) such indemnified party
is  unconditionally  released  from  all  and  any  liability  as  part  of such
settlement  and  (ii)  such  settlement  does  not  impose  any  consent  order,
injunction  or decree which would restrict the future activity or conduct of the
indemnified  party.


<PAGE>
     (d)     If  the indemnification provided for in this Section 8 is held by a
                                                          ---------
court  of  competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the  indemnifying  party,  in  lieu  of  indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amounts paid or payable by such indemnified
party  as  a  result  of  such  loss, claim, damage, liability or action in such
proportion  as  is appropriate to reflect the relative fault of the indemnifying
party  on  the  one hand and of the indemnified party on the other in connection
with  the  statements  or  omissions which resulted in such loss, claim, damage,
liability  or  action  as  well  as any other relevant equitable considerations;
provided,  however,  that,  if  the circumstances described in either proviso of
    ----   -------
Section  8(a)  apply to the indemnified party, then the indemnifying party shall
   ----------
not  be  obligated  to  contribute  with  respect  to  such loss, claim, damage,
liability or action to the extent set forth in such proviso.  The relative fault
of  the  indemnifying  party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of  a material fact or the omission or alleged omission to state a material fact
relates  to information supplied by the indemnifying party or by the indemnified
party  and  the  parties'  relative intent, knowledge, access to information and
opportunity  to  correct  or  prevent  such  statement  or  omission.

     (e)     The  Company  and  the  sellers of Registrable Shares agree that it
would  not  be  just and equitable if contribution pursuant to Section 8(d) were
                                                               ------------
determined by pro rata allocation (even if the holders and any underwriters were
              --- ----
treated  as  one  entity  for such purpose) or by any other method of allocation
that  does  not  take  account  of  the  equitable considerations referred to in
Sections 8(c) and 8(d).  The amount paid or payable by an indemnified party as a
      -------     ----
result  of the losses, claims, damages and liabilities referred to in subsection
                                                                      ----------
(d) of this Section 8 shall be deemed to include, subject to the limitations set
---         ---------
forth above, any legal or other expenses reasonably incurred by such indemnified
party  in  connection  with investigating or defending any such action or claim.

SECTION  9.     UNDERWRITING  AGREEMENT.
                -----------------------

     Notwithstanding  the  provisions  of  Sections 5, 6, 7 and 8, to the extent
                                           -------- -  -  -     -
that  the  sellers  of  Registrable  Shares  shall enter into an underwriting or
similar  agreement,  which  agreement  contains  provisions covering one or more
issues  addressed  in  such Sections, the provisions contained in such agreement
addressing  such issue or issues shall control; provided, however, that any such
                                                --------  -------
agreement  to  which  the  Company  is not a party shall not be binding upon the
Company.

SECTION  10.     OBLIGATIONS  OF  DUNCAN.
                 -----------------------

     (a)     Each seller of Registrable Shares shall furnish to the Company such
written  information  regarding such seller and the distribution proposed by the
seller  as  the  Company  may  reasonably  request  in  writing  and as shall be
reasonably  required  in  connection  with  any  registration,  qualification or
compliance  referred  to  in  this  Agreement.


<PAGE>
     (b)     Duncan,  by  Duncan's  acceptance  of  the  Registrable Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing of the Registration Statement(s)
hereunder,  unless  Duncan  has  notified  the  Company  in  writing of Duncan's
election to exclude all of Duncan's Registrable Securities from the Registration
Statement,  thereby  waiving  its  rights  to  have  his  Registrable Securities
registered  thereunder.

     (c)     In the event that the holders of a majority of Duncan's Registrable
Shares  and  the  Investors'  Registrable  Shares  (combined)  being  registered
determine  to engage the services of an underwriter, Duncan agrees to enter into
and  perform  his  obligations  under  an  underwriting  agreement, in usual and
customary  form,  including,  without  limitation, customary indemnification and
contribution  obligations,  with  the  managing underwriter of such offering and
take  such  other  actions  as  are  reasonably required in order to expedite or
facilitate  the  disposition  of  Duncan's Registrable Shares and the Investors'
Registrable  Shares,  unless  Duncan  notifies  the  Company  in  writing of his
election  to  exclude  all  of  his  Registrable  Shares  from  the Registration
Statement(s),  thereby  waiving  his  rights  to  have  his  Registrable  Shares
registered  thereunder.

     (d)     Duncan  agrees that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 6(h), Duncan will
immediately  discontinue  disposition  of Registrable Securities pursuant to the
Registration  Statement(s)  covering  such Registrable Securities until Duncan's
receipt  of the copies of the supplemented or amended prospectus contemplated by
Section  6(h),  which  the  Company  agrees  will be prepared and filed with the
Commission  as  expeditiously  as  possible, and, if so directed by the Company,
Duncan  shall  deliver to the Company (at the expense of the Company) all copies
in  Duncan's  possession  of the prospectus covering such Registrable Securities
current  at  the  time  of  receipt  of  such  notice.

     (e)     Duncan  may  not  participate  in  any  underwritten  registration
hereunder  unless  Duncan  (i) agrees to sell Duncan's Registrable Securities on
the  basis  provided  in  any  underwriting  arrangements  relating  to  such
underwritten  registration,  (ii)  completes  and  executes  all  reasonable
questionnaires,  powers of attorney, indemnities, lock-up agreements for periods
up  to 180 days, underwriting agreements and other documents reasonably required
under  the  terms of such underwriting arrangements, and (iii) agrees to pay his
pro  rata  share  of  all  underwriting  discounts  and  commissions.

SECTION  11.     EXCHANGE  ACT  COMPLIANCE.
                 -------------------------

     From the Registration Date or such earlier date as a registration statement
filed by the Company pursuant to the Securities Act relating to any class of the
Company's  securities shall have become effective, the Company shall comply with
all  of the reporting requirements of the Exchange Act applicable to it (whether
or  not  it  shall  be required to do so) and shall comply with all other public
information reporting requirements of the Commission which are conditions to the
availability  of  Rule  144 for the sale of the Common Stock.  The Company shall
cooperate  with  Duncan  in  supplying  such information as may be necessary for
Duncan  to  complete  and  file  any  information  reporting  forms presently or
hereafter  required by the Commission as a condition to the availability of Rule
144.


<PAGE>
SECTION  12.     MERGERS,  ETC.
                 -------------

     The  Company  shall  not,  directly  or  indirectly, enter into any merger,
consolidation  or reorganization in which the Company shall not be the surviving
corporation  unless  the  surviving  corporation  shall,  prior  to such merger,
consolidation  or  reorganization, agree in writing to assume the obligations of
the  Company  under this Agreement, and for that purpose references hereunder to
"Registrable  Shares"  shall be deemed to include the common stock, if any, that
holders  of  Registrable  Shares  would  be  entitled to receive in exchange for
Common  Stock  under any such merger, consolidation or reorganization; provided,
                                                                       --------
however,  that,  to  the extent holders of Registrable Shares receive securities
 ------
that  are  by  their  terms convertible into common stock of the issuer thereof,
 -
then  only such shares of common stock as are issued or issuable upon conversion
 -
of  said  convertible  securities  shall  be  included  within the definition of
"Registrable  Shares."

SECTION  13.     NEW  CERTIFICATES.
                 -----------------

     As  expeditiously  as  possible after the effectiveness of any registration
statement filed pursuant to this Agreement, the Company will deliver in exchange
for  any  legended  certificate  evidencing Restricted Shares so registered, new
stock  certificates  not  bearing any restrictive legends, provided that, in the
                                                           --------
event  less  than  all  of  the  Restricted  Shares  evidenced  by such legended
certificate  are  registered,  the  holder thereof agrees that a new certificate
evidencing  such  unregistered  shares  will  be  issued bearing the appropriate
restrictive  legend.  Notwithstanding  any provision herein to the contrary, the
Company  shall  be  required by the terms of this Agreement to deliver new stock
certificates  without  a  restrictive  legend  in  exchange  for  any  legended
certificates  representing  the  1,000,000 Restricted Shares to be issued by the
Company  to  Duncan  pursuant  to  that certain letter agreement with Klee Irwin
dated  as  of  March  11, 2000 only after Duncan notifies the Company in writing
that  he  has  sold,  or  has  a  present intent to sell, such Restricted Shares
pursuant  to  an  effective  registration  statement  filed  pursuant  to  this
Agreement.

SECTION  14.     NO  CONFLICT  OF  RIGHTS.
                 ------------------------

     The  Company represents and warrants to Duncan that the registration rights
granted  to  Duncan  hereby  do  not conflict with any other registration rights
granted by the Company.  The Company shall not, after the date hereof, grant any
registration  rights  which  conflict  with  or  impair  the registration rights
granted  hereby.

SECTION  15.     TERMINATION.
                 -----------

     This  Agreement shall terminate and be of no further force or effect on the
date  on  which  all  the  Registrable  Shares  have  been  registered under the
Securities  Act  and have been disposed of in accordance with such registration.


<PAGE>
SECTION  16.     SUCCESSORS  AND  ASSIGNS;  GENDER,  ETC.
                 ---------------------------------------

     This  Agreement  shall  bind  and  inure  to the benefit of the Company and
Duncan  and, subject to Section 17, the respective heirs, legal representatives,
                        ----------
successors  and assigns of the Company and Duncan. Words in the masculine gender
shall include the feminine and neuter and vice versa and the meaning ascribed to
terms  defined  herein shall be applicable to both the singular and plural forms
of  such  terms.

SECTION  17.     ASSIGNMENT.
                 ----------

     Duncan  may  assign  his rights hereunder to any purchaser or transferee of
Registrable  Shares,  whereupon  such  purchaser  or  transferee  shall have the
benefits  of,  and  shall  be  subject  to  the  restrictions contained in, this
Agreement as if such purchaser or transferee was substituted for "Duncan" herein
and had originally been a party hereto.  Within a reasonable time following such
assignment,  the  assignee  shall provide to the Company a written notice of the
name  and  address of such transferee or assignee, and such other information as
the  Company  may  reasonably  request.

SECTION  18.     SEVERABILITY.
                 ------------

     It  is  the  desire and intent of the parties hereto that the provisions of
this  Agreement be enforced to the fullest extent permissible under the laws and
public  policies  applied  in  each jurisdiction in which enforcement is sought.
Accordingly,  if any particular provision of this Agreement shall be adjudicated
by  a court of competent jurisdiction to be invalid, prohibited or unenforceable
for  any  reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity  or  enforceability  of  this  Agreement  or  affecting the validity or
enforceability of such provision in any other jurisdiction.  Notwithstanding the
foregoing,  if  such  provision  could  be  more  narrowly drawn so as not to be
invalid,  prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction,  be  so  narrowly  drawn,  without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision  in  any  other  jurisdiction.

SECTION  19.     ENTIRE  AGREEMENT.
                 -----------------

     This  Agreement  and  the  other  writings referred to therein or delivered
pursuant thereto, contain the entire agreement among the parties with respect to
the  subject  matter  hereof  and  supersede  all  prior  and  contemporaneous
arrangements  or  understandings  with  respect  thereto.

SECTION  20.     NOTICES.
                 -------


<PAGE>
     All  notices, requests, demands, claims, and other communications hereunder
shall  be  in  writing  and shall be deemed to have been duly given if delivered
personally,  telecopied, sent by internationally-recognized overnight courier or
mailed  by  registered  or  certified  mail  (return receipt requested), postage
prepaid, to the parties at the following addresses (or at such other address for
a  party  as  shall  be  specified  by  like  notice):

     (i)     If  to  the  Company,  to:

     Omni  Nutraceuticals,  Inc.
     5310  Beethoven  Street
     Los  Angeles,  California  90066
     Telecopier:  (310)  306-4840
     Attention:  Chief  Executive  Officer

     (ii)     If  to  Duncan,  to:

     R.  Lindsey  Duncan
     1750  Chastain  Parkway
     Pacific  Palisades,  California  90272
     Telecopy:(310)  230-8759

     All  such  notices  and  other  communications shall be deemed to have been
given and received (a) in the case of personal delivery or delivery by telecopy,
on  the  date  of  such  delivery,  (b)  in  the  case  of  delivery  by
internationally-recognized  overnight  courier,  on  the  first  business  day
following  such  dispatch  and (c) in the case of mailing, on the third business
day  following  such  mailing.

SECTION  21.     MODIFICATIONS;  AMENDMENTS;  WAIVERS.
                 ------------------------------------

     The  terms and provisions of this Agreement may not be modified or amended,
nor  may  any  provision  be  waived, except pursuant to a writing signed by the
Company  and  the  holders of at least a majority of the Registrable Shares then
outstanding;  provided,  however, that no such modification, amendment or waiver
              --------   -------
that  would  treat  any  holder  of  Registrable  Shares  then  outstanding in a
non-ratable,  discriminatory  manner  shall  be  made  without the prior written
consent  of  such  holder.  The  failure  of  any  party  to  enforce any of the
provisions  of  this  Agreement shall in no way be construed as a waiver of such
provisions  and  shall  not affect the right of such party thereafter to enforce
each  and  every  provision  of  this  Agreement  in  accordance with its terms.

SECTION  22.     COUNTERPARTS;  FACSIMILE  SIGNATURES.
                 ------------------------------------

     This Agreement may be executed in any number of counterparts, and each such
counterpart  hereof  shall  be deemed to be an original instrument, but all such
counterparts  together  shall  constitute  but  one  agreement.  A  facsimile
counterpart  signature  to  this Agreement shall be acceptable if the originally
executed  counterpart  is  delivered  within  a  reasonable  period  thereafter.


<PAGE>
SECTION  23.     HEADINGS.
                 --------

     The  headings  of the various sections of this Agreement have been inserted
for  convenience  of reference only and shall not be deemed to be a part of this
Agreement.

SECTION  24.     GOVERNING  LAW.
                 --------------

     This  Agreement  will  be  governed by and construed in accordance with the
domestic laws of the State of California, without giving effect to any choice of
law  or  conflicting  provision  or  rule.

SECTION  25.     JURISDICTION  AND  VENUE.
                 ------------------------

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

     (b)     Each  of the parties hereto irrevocably and unconditionally waives,
to  the fullest extent it or he may legally and effectively do so, any objection
that  it  or  he  may  now or hereafter have to the laying of venue of any suit,
action  or  proceeding arising out of or relating to the Agreement in any of the
courts  referred  to  in  Section 25(a).  Each of the parties hereto irrevocably
                          -------------
waives,  to  the fullest extent permitted by law, the defense of an inconvenient
forum  to  the  maintenance  of  such  action  or  proceeding in any such court.

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


<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Registration
Rights  Agreement  as  of  the  date  first  written  above.


     OMNI  NUTRACEUTICALS,  INC.


     By: /s/ Klee Irwin

Name:  Klee Irwin

Title:  President



     /s/ R. Lindsey Duncan

         R.  Lindsey  Duncan


     /s/ Cheryl Wheeler
         Cheryl  Wheeler