EXECUTION COPY
                                                                  --------------

                                    AGREEMENT

     THIS  AGREEMENT  made  this  11th  day  of  March,  2000  by and among Omni
Nutraceuticals,  Inc., a Utah corporation, (the "Company") and R. Lindsey Duncan
("Duncan")  and  his  spouse,  Cheryl Wheeler, both individuals residing at 1750
Chastain  Parkway,  Pacific  Palisades,  California  90272.

                                   WITNESSETH:


     WHEREAS,  Duncan  is  currently  employed  as  the Chairman of the Board of
Directors  of the Company ("Board") pursuant to an Employment Agreement dated as
of  June  30,  1998  (the  "Employment  Agreement");  and


      WHEREAS, Duncan, a co-Founder of the Company, now desires to terminate any
further  role  in the management of the Company for personal reasons, relinquish
his  voting  rights  and  is  agreeable  to  the  termination  of his Employment
Agreement,  all  upon  the  following  terms  and  conditions.

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

1.     Withdrawal  from  Management.  Effective  on the date on which all of the
       -----------------------------
conditions  set  forth in Section 2 hereof to his withdrawal from the management
of  the  Company  are  satisfied  or waived by Duncan in writing (the "Effective
Date")  and  subject to the remaining terms and conditions hereof, Duncan hereby
agrees  to:

     1.1     resign  from  the  Board;  and

     1.2     terminate  his  Employment  Agreement.

2.     Conditions  to  Duncan's  Obligations.  Duncan's  agreements set forth in
       -------------------------------------
Section  1 hereof are conditioned upon the prior satisfaction on or prior to the
Effective  Date  (as hereinafter defined) of the following conditions precedent:

2.1     The  execution  and delivery by the Company of an Indemnity Agreement in
substantially  the  form  of  Exhibit  A attached hereto and made a part hereof.

2.2     In  settlement  of  the  remaining  obligations  owed  Duncan  under the
Employment  Agreement  the extension of the exercise and expiration dates of all
of  his existing stock options to purchase 1,003,029 shares ("Option Shares") of
the  Company's  common  stock ("Common Stock") to the seventh anniversary of the
Effective  Date.

2.3     The  receipt  by  Duncan of  $1,500,000 in net proceeds from the sale of
shares  of Common Stock owned by Duncan at a price of  $3.00 per share in one or
more transactions which will not be required to be aggregated with sales made by
Duncan  pursuant  to  Rule  144 (as the same may be in effect from time to time,
"Rule  144")  promulgated  under  the  Securities  Act  of 1933, as amended (the
"Securities  Act").

2.4     American  Equities  LLC  and  Corporate  Financial  Enterprises,  Inc.
(collectively,  the  "Investors") shall execute and deliver (i) the amendment to
the  terms  of  that  certain  Lock-Up  Agreement  dated  as of January 24, 2000
attached  hereto  as Exhibit B and  (ii) the legally binding Term Sheet attached
hereto  as  Exhibit  C.

2.5     At  or  prior to the Effective Date, the Company shall deliver to Duncan
an  executed  copy  of an opinion of counsel to the Company in the form attached
hereto  as  Exhibit  D.

2.6     Each  of  the  Investors  shall  execute and deliver to Duncan a General
Release  in  the  Form  attached  hereto  as  Exhibit  E.

2.7     The  Company  and  Duncan  shall  enter  into  the  Registration  Rights
Agreement  set  forth  as  Exhibit  F  attached  hereto.

2.8     The  Voting  Agreement  dated  October 8, 1999 by and between Duncan and
Klee  and  Margareth  Irwin  shall  have  been  terminated.

2.9     Klee  Irwin and Duncan shall have executed and delivered to each other a
General  Release  in  the  form  attached  hereto  as  Exhibit  G.

3.     Covenants.   The  parties  hereto  hereby covenant and agree, as follows:
       ----------

3.1     Each  party,  and  his  and its respective heirs, legal representatives,
successors  and  assigns  shall  not,  and  each  party  shall cause his and its
respective affiliates (as such term is defined in Rule 405 promulgated under the
Securities  Act) not to, commence, support or assert any claim, action, cause of
action,  suit,  investigation  or other legal proceeding against any other party
hereto  and  his  or  its heirs, spouse, legal representatives, assigns, agents,
attorneys and employees arising from or attributable to any act, matter or thing
now  existing  or  occurring.  Nothing  in  this  Agreement,  however,  shall be
construed  or  interpreted  to  prohibit  Duncan, his spouse or his heirs, legal
representatives  or  assigns  from asserting any claim, action, cause of action,
suit,  investigation  or  other  legal  proceeding  against  the  Company or its
affiliates, successors, assigns, agents, attorneys and employees arising from or
attributable  to  any alleged breach of this Agreement, the matters contemplated
hereby or the ancillary agreements and other documents executed and delivered in
connection  herewith  (collectively, "Ancillary Agreements").   Further, nothing
in  this  Agreement  shall  be construed or interpreted to abrogate or adversely
affect  Duncan's, his spouse's or his heirs', legal representatives' or assigns'
right to participate as shareholders in any recovery obtained in connection with
any class action, suit or proceeding commenced against the Company or any of its
affiliates  or  management.

3.2     (a)  The Company shall not, directly or indirectly, impede or impair the
transfer  of  Duncan's or his spouse's shares of Common Stock in a timely manner
in  accordance  with  the  provisions  of all federal and state securities laws,
rules  and  regulations,  including  the  Securities  Act  and Rule 144, and, in
connection  therewith,  after  the  Effective  Date,  based  upon the opinion of
counsel  referred to in Section 2.5 hereof, the Company shall confirm in writing
to  the  Transfer  Agent  that neither Duncan nor his spouse  is  deemed to be a
"controlling  person"  as  defined in Securities Act and the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange Act") and the rules and regulations
promulgated  thereunder  or  an "affiliate" as defined in Rule 144  and that his
and  his  spouse's  shares  of  Common  Stock are not  deemed to be  owned by an
affiliate  of  the  Company.  In connection with the foregoing, on the ninetieth
(90th)  day  after  the Effective Date, the Company and the Transfer Agent shall
issue one or more new certificates representing all of Duncan's and his spouse's
shares  of  Common  Stock owned of record by him and his spouse on the Effective
Date  without  any  restrictive  legend  in  substitution  for  any certificates
currently  registered  in  Duncan's  name  or  in the name of his spouse, Cheryl
Wheeler,  which  may  bear  a  restrictive  legend. Immediately after the second
anniversary  of  the  Effective  Date  (unless  Duncan has taken any intervening
action  such  that  he  is  then,  and at any time during the period of at least
ninety  (90) days prior thereto has been an affiliate of the Company, as defined
in  Rule 144), or such earlier date or dates on which Duncan, or his assignee or
someone acting on his behalf notifies the Company or the Transfer Agent that his
(or  such assignees') shares have been sold, or are proposed to be sold pursuant
to  an  effective  registration  statement  under  the  Securities  Act  or  the
provisions  of Rule 144,  the Company and the Transfer Agent  shall issue one or
more  new certificates evidencing such shares without any restrictive legends in
substitution  for  any  certificates  bearing  any  such  legends.

(b)  Damages,  which  would  result  from  the  breach  of  this  Section,  are
impracticable  and  extremely  difficult  to  ascertain  under the circumstances
existing  as  of  the  date  of  this  Agreement.  In  the  event  the  Company
intentionally  or  negligently  delays  or  impedes  the  issuance, clearance or
transfer  of  such  shares  within  five  business  days after a written request
therefor  has  been  delivered  to  the  Company together with evidence that the
relevant  certificates  have  been  delivered  to  the  Transfer  Agent  with
instructions for reissuance, clearance or transfer  (the "Certificate Request"),
the  Company  agrees  to  pay  to  Duncan or his designee an amount equal to the
greater  of  (i) $10,000 per business day, (ii) the product of (x) the last sale
price  on  the date the certificates are properly issued and delivered to Duncan
or  his  designee,  less  the  last  sale  price  on the date of the Certificate
Request,  multiplied  by  (y)  the  number  of  shares  represented  by  such
certificate(s), or (iii) the quotient of (x) the last reported sale price on the
day  prior  to  the date of the Certificate Request, multiplied by the number of
shares of Common Stock issuable to Duncan or his designee in accordance with the
Certificate Request, divided by (y) 200 (the "Delay Damages"), for each business
day  after  the  fifth  business  day  following the delivery of the Certificate
Request  to the Company through and including the day such certificates (without
legend  or  restriction)  are delivered to Duncan or his designee at the address
set  forth  in such Certificate Request or are otherwise cleared or transferred;
provided, however, that the maximum amount of the Delay Damages that the Company
will  be required to pay Duncan or his designee in accordance with the foregoing
shall  be  $750,000.00  per  month.  LIQUIDATED DAMAGES IN THE MAXIMUM AMOUNT OF
$750,000  PER  MONTH  REPRESENT A REASONABLE ESTIMATE OF DAMAGES. THE PAYMENT OF
SUCH  AMOUNT  AS  LIQUIDATED  DAMAGES  FOR  THE  BREACH OF THIS PARAGRAPH IS NOT
INTENDED  AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE
SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES PURSUANT
TO  CALIFORNIA  CIVIL CODE SECTION 1671, 1676, AND 1677.  THE LIQUIDATED DAMAGES
SHALL  CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR THE COMPANY'S BREACH OF THIS
PARAGRAPH.  IN  THE  EVENT  THE  COMPANY  RESTRICTS  OR  DELAYS  THE TRANSFER OR
CLEARANCE  OF  SUCH  CERTIFICATES  BY  DUNCAN  OR  HIS DESIGNEE (WHETHER BY STOP
TRANSFER  ORDER,  UNREASONABLE  DELAY  OR  OTHERWISE),  THE COMPANY SHALL PAY TO
DUNCAN  OR  HIS  DESIGNEE  THE  DELAY  DAMAGES  FOR  EACH  BUSINESS  DAY OF SUCH
RESTRICTION  OR  DELAY.  TO  THE  EXTENT  NECESSARY TO EFFECT THE FOREGOING, THE
COMPANY  AGREES  (I)  TO FILE IN A TIMELY MANNER AND KEEP CURRENT INFORMATION ON
FILE  WITH THE SECURITIES AND EXCHANGE COMMISSION AS PROVIDED IN RULE 144(C) AND
(II)  TO  KEEP ANY REGISTRATION STATEMENT PURSUANT TO WHICH DUNCAN'S SHARES HAVE
BEEN  REGISTERED  FOR RESALE UNDER THE SECURITIES ACT CURRENT IN ACCORDANCE WITH
THE  REGISTRATION  RIGHTS  AGREEMENT.  THE PARTIES HAVE SET FORTH THEIR INITIALS
BELOW  TO  INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGE PROVISION IN THIS
PARAGRAPH.
                                        SIGNATURES
                                        ----------

               OMNI     NUTRACEUTICALS,  INC.     BY:   /s/ Klee Irwin

               R.  LINDSEY  DUNCAN                      /s/ R. Lindsey Duncan

               CHERYL  WHEELER                          /s/ Cheryl Wheeler


3.3     Until the fifth anniversary of the Effective Date, R. Lindsey Duncan and
his  spouse,  Cheryl  Wheeler,  hereby  irrevocably  agree  to vote all of their
respective  shares  of  Common Stock which they own of record on the record date
for  a  vote (or solicitation of consents) of the Company's shareholders, on the
same  basis  as  the  remaining shareholders of the Company vote their shares of
capital  stock  (or  issue consents) on all matters on which the shareholders of
the  Company are required or requested to vote (or issue consents), whether at a
meeting  or by written consent.  Accordingly, their votes will be apportioned in
the same ratio that the shares of other shareholders are voted (or consented to)
in  favor  or  against  or  abstain on any matter on which the recorded vote (or
written  consents) of the shareholders is taken (or solicited and obtained). The
foregoing voting agreement is being entered in compliance with the provisions of
Section  16-10a-731  of  the  Utah  Business  Corporation  Code Act and shall be
personal  to  Duncan  and  his spouse Cheryl Wheeler only and shall not bind any
bona  fide third party transferee of their shares. By their execution hereof and
in  order  to secure the obligations of R. Lindsey Duncan and his spouse, Cheryl
Wheeler,  hereunder,  each  of  R.  Lindsey  Duncan  and  Cheryl  Wheeler hereby
irrevocably  constitutes  and  appoints  Andrew  Vollero,  Jr. as their true and
lawful  attorney-in-fact  to:  (i) vote, in accordance with the foregoing voting
agreement,  all  shares  of Common Stock which they may be entitled to vote upon
the  election  of  directors and any other matter that may be properly presented
for  a  vote of shareholders at any annual or special meeting of shareholders of
the  Company,  and (ii) vote, in accordance with the foregoing voting agreement,
by  means of a written consent of shareholders, all shares of Common Stock which
they may be entitled to vote upon the election of directors and any other matter
that  may  be  properly  presented  for  the  consent of shareholders by written
consent in lieu of a vote taken at any annual or special meeting of shareholders
of  the  Company  and (iii) execute, acknowledge, swear to and file in the name,
place  and  stead  of  R.  Lindsey  Duncan  and/or  Cheryl  Wheeler any consent,
approval,  or  other  documents to be executed by the shareholders in connection
with  such  votes.  The  Proxy granted hereby is irrevocable and shall be deemed
coupled  with  an  interest in the above described voting agreement for the term
stated  therein  and  it  shall  survive either of R. Lindsey Duncan's or Cheryl
Wheeler's  disability  and  insolvency.

3.4     Duncan further agrees that he shall not seek to interfere in, or contact
the management of the Company (except as may be permitted under the Registration
Rights  Agreement  of  even  date  herewith) or to hold office in the Company or
otherwise  to  influence  the  composition of the Board or the management of the
Company or its affairs, including, without limitation, by commencing or publicly
supporting any solicitation of proxies whose purpose is to change the management
of  the  Company,  provided,  however,  nothing in this Agreement shall prohibit
Duncan  from  responding  to  requests  for  information from the Company or its
officers  or  directors.

3.5     Promptly  after  the Effective Date but in no event later than March 14,
2000,  the  Company  will furnish to Duncan a letter from the Transfer Agent for
the Common Stock ("Transfer Agent")  acknowledging the provisions of Section 3.2
hereof  and  concurring  in the opinion of counsel to the Company referred to in
Section  2.5  hereof.



4.     Releases.
       --------

4.1     Notwithstanding  the  following  release, all of the rights and remedies
created by this Agreement and the ancillary agreements executed and delivered in
accordance herewith are preserved. For and in consideration of the sum of $10.00
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged  and  confirmed, each of the parties hereto, including
each  individual  consenting to this Agreement and their respective heirs, legal
representatives,  successors  in  interest  and  assigns  (collectively,  the
"Releasor")  hereby  releases  and  forever  discharges  the other party hereto,
including  each  individual  consenting  to this Agreement, and his heirs, legal
representatives,  agents,  attorneys,  employees,  shareholders  and  assigns
(collectively,  the  "Releasee")  of  and  from  any  and all actions, causes of
action,  claims,  charges,  demands, remedies, obligations, liabilities, losses,
damages,  penalties,  assessments,  diminution  of  value,  costs  and  expenses
(including  reasonable  attorney's  fees  and  expenses),  known  or  unknown,
foreseeable or unforeseeable, present or contingent, arising at law or in equity
(collectively,  "Claims")  which  the  Releasor  has  or  may in the future have
against  the  Releasee  in  any  manner on account of any matter, cause or thing
arising  prior  to  the  date  of this Agreement, including, without limitation,
Claims  arising  under  the  Employment  Agreement.

4.2     This  Agreement  shall not be construed more strictly against either the
Releasee  or  the  Releasor  merely by virtue of the fact that the same has been
prepared  by  the Releasee or the Releasor or their respective counsel, it being
recognized that the Releasor and the Releasee have contributed substantially and
materially  to  the  preparation  of this instrument.  THE RELEASOR ACKNOWLEDGES
THAT  HE  HAS  THOROUGHLY  READ  AND  REVIEWED  THE TERMS AND PROVISIONS OF THIS
AGREEMENT  AND  IS  FAMILIAR  WITH SAME, THAT THE TERMS AND PROVISIONS CONTAINED
HEREIN  ARE  CLEARLY  UNDERSTOOD  BY HIM AND HAVE BEEN FULLY AND UNCONDITIONALLY
CONSENTED  TO  BY HIM, AND THAT HE HAS HAD FULL BENEFIT ADVICE OF COUNSEL OF HIS
OWN  SELECTION  IN REGARD TO UNDERSTANDING THE TERMS, MEANING AND EFFECT OF THIS
AGREEMENT.

4.3     The  parties hereto hereby expressly waive and relinquish all rights and
benefits  that they may hold against each other, afforded by Section 1542 of the
Civil  Code of California or any other state laws of similar language or effect,
and  they expressly understand and acknowledge the significance and consequences
of  such  specific  waiver  of  Section  1542,  which  provides:

     "A  GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW  OR  SUSPECT  TO  EXIST  IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH  IF  KNOWN  BY  HIM  MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

     Thus,  notwithstanding  the provisions of Section 1542, and for the purpose
of  implementing  a full and complete release and discharge of all their claims,
the  parties  expressly  acknowledge  that  this  Agreement  is also intended to
include  in its effect, without limitation, all claims which they do not know or
expect to exist in their favor, that the Releasor may hold against the Releasee,
or that Releasee may hold against the Releasor, at the time of execution hereof,
and  that  this  Agreement  contemplates the extinguishment of any such claim or
claims.  The parties hereto understand and agree that this is a waiver of rights
and  benefits that they may hold against each other under Section 1542, and that
this  is  a  material  term  of this Agreement, without which the parties hereto
would  not  have  given  the  consideration  to  each  other  stated  herein.

4.4     The  Company  hereby  acknowledges that Satterlee Stephens Burke & Burke
LLP  ("Satterlee"),  which  has  represented the Company on a regular basis, has
represented  Duncan  and  his  spouse  in  connection  with  the  negotiation,
preparation,  execution  and  delivery  of  this  Agreement  and  the  Ancillary
Agreements  (the  "Duncan  Representation").  The  Company hereby represents and
warrants  that  it  has retained and has been represented by Miller & Holguin in
connection  with  the  negotiation,  preparation, execution and delivery of this
Agreement  and such Ancillary Agreements.  The Company hereby waives, and agrees
not  to  assert  the existence of, any and all actual and potential conflicts of
interests  which  may  be  attributable  to or which may arise out of the Duncan
Representation  by  Satterlee,  including,  without  limitation,  as a basis for
excusing  the  performance  of  the  Company's duties and obligations under this
Agreement  and  the  Ancillary  Agreements.



5.     Termination.
       -----------

5.1     This  Agreement  shall terminate on the date (the "Termination Date") to
occur  on  the  earlier  of  the  following:

     (i)  the  mutual  written  agreement  of  the  parties  hereto;  or

(ii)  the failure to satisfy the conditions precedent to Duncan's obligations by
the parties obligated to perform such conditions  within ten (10) days after the
date  hereof  unless  extended  in  writing by Duncan, in his sole and arbitrary
discretion.

5.2.     In  the  event of the termination of this Agreement, with the exception
of  the provisions of Sections 5, 6.2, 6.8 and 6.10 hereof, which shall continue
in  full  force  and  effect,  this  Agreement  shall be of no further force and
effect, including, without limitation, the provisions of Sections 3.1 and 4, and
each  of  the  parties hereto shall be entitled to assert any and all rights and
remedies,  which  they  have  had  or may now or hereafter possess, at law or in
equity.

6.     Miscellaneous.
       -------------

6.1.     Press Release.  The Company shall issue  a press release on or promptly
         -------------
after  the  Effective  Date  in  the  form  annexed  hereto  as  Exhibit  H.

6.2.     Expenses.  The  Company  shall  reimburse  Duncan's costs and expenses,
         --------
including,  without  limitation,  all  reasonable  attorneys  fees and expenses,
incurred in connection with the negotiation, preparation, execution and delivery
of  this  Agreement,  the Ancillary Agreements and the transactions contemplated
hereby,  not  to  exceed  $30,000  in  aggregate  amount.

6.3.     Notices.  All  notices,  requests,  demands  and  other  communications
         -------
hereunder  shall  be  in  writing and shall be deemed to have been duly given or
made as of the date delivered, if delivered personally, or one (1) day (which is
not a Saturday, Sunday, holiday or day on which commercial banks in Los Angeles,
CA  are  required  or  permitted  to close (a "Business Day")) after having been
deposited  with  a  courier, if sent by overnight courier or having been sent by
telecopy,  if  sent  by telecopy (receipt confirmed), or three (3) Business Days
after  having  been  mailed,  if mailed by registered or certified mail, postage
prepaid,  return  receipt  requested,  as  follows:

     If  to  Duncan  and  his  spouse,  to:  1750  Chastain  Parkway
                                             Pacific  Palisades,  CA  90272
                                             Facsimile  No.: (310) 230-8759


If  to  the  Company,  to:                   Omni  Nutraceuticals,  Inc.
                                             5310  Beethoven  Street
                                             Los  Angeles,  CA  90066
                                             Facsimile  No.:  (310)  306-8279

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

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

6.5.     Waivers;  Gender,  etc.  The failure of any party hereto at any time to
         -----------------------
enforce any of the provisions of this Agreement shall not be deemed or construed
to  be  a waiver of any such provision, nor in any way to affect the validity of
this  Agreement  or  any  provision  hereof  or the right of any party hereto to
thereafter enforce each and every provision of this Agreement.  No waiver of any
breach of any of the provisions Agreement shall be effective unless set forth in
an  instrument  executed by the party against whom enforcement of such waiver is
sought;  and  no waiver or breach shall be construed or deemed to be a waiver of
any  other  or  subsequent breach. As used herein, words in the masculine gender
shall  include  the  feminine  and neuter genders and vice versa and the meaning
ascribed  to  terms  defined herein shall be applicable to both the singular and
the  plural  forms  of  such  terms.

6.6.     Assignment  and  Assumption.  This  Agreement  and  Duncan's  and  his
         ---------------------------
spouse's  rights,  interests or obligations hereunder may not be assigned (other
than by operation of law, final divorce decree or other domestic relations order
)  by  Duncan  or  his  spouse without the prior written consent of the Company,
which  shall  not be unreasonably withheld; provided, however, so long as Duncan
continues  to  own  shares  of  Common  Stock  he  shall  remain  subject to the
provisions  of  Section  3  of  this  Agreement, and provided, further, however,
nothing in the foregoing or this Agreement shall affect or limit Duncan's or his
spouse's  rights  to  sell,  offer  to sell, solicit offers to purchase, pledge,
transfer  or  otherwise  dispose of his or her shares of Common Stock, except as
set  forth  in  the  Lock-Up  Agreement, as amended, and the Registration Rights
Agreements  attached  hereto  as  Exhibits  B and F, respectively.  Prior to any
merger,  consolidation  or  other business combination wherein the Company shall
not  be  survivor  or  the sale of all or substantially all of the assets of the
Company,  the  Company shall secure the agreement of the other party to any such
transaction to assume the Company's obligations hereunder and to be bound by the
provisions  hereof.

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

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

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

6.10     Entire  Agreement.  This  Agreement (together with the other agreements
         -----------------
and  documents being delivered pursuant to or in connection with this Agreement)
constitutes  the  entire  agreement  of  the  parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the  parties,  oral  and  written,  with  respect  to the subject matter hereof.

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

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

6.13     Further  Assurances.  Each  party  hereto hereby agrees, to execute and
         -------------------
deliver,  and  to  cause their respective spouses to execute and deliver to each
other  all  such  further  agreements,  instruments  or  other  documents as may
reasonably  be requested in order to implement the provisions of this Agreement.

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

6.15     Representations  and  Warranties.  Each  of  the  parties hereto hereby
         --------------------------------
represents  and  warrants  to the other parties that the execution, delivery and
performance  of  this Agreement and the Ancillary Agreements contemplated hereby
to  which  they  are  parties  is  a legal, valid and binding obligation of such
party,  enforceable  in  accordance with its terms except as such enforceability
may  be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or  other  similar  laws  relating to creditors' rights generally and to general
principles  of  equity.  Duncan  and his spouse each have the legal capacity and
the  Company has all necessary corporate power and authority to execute, deliver
and  perform  this  Agreement  and  such  Ancillary Agreements to which they are
parties.  The  execution,  delivery  and  performance  by  the  Company  of this
Agreement  and  such  Ancillary Agreements to which it is a party have been duly
and  validly  authorized  by  all  necessary  corporate  action.

6.16     Compliance  with  Law.  Nothing  contained  herein  shall  require  the
         ---------------------
Company  or  Duncan  to take any action which would be a violation of applicable
law  or the rules of the Securities and Exchange Commission, or fail to take any
action  which  failure  would be a violation of applicable law.  Notwithstanding
the  foregoing  or  anything  in  this Agreement to the contrary, Duncan and his
spouse  shall  be entitled to sell their respective shares pursuant to Rule 144.



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



                               /s/ R. Lindsey Duncan
                                   R.  Lindsey  Duncan


                               /s/ Cheryl Wheeler
                                   Cheryl  Wheeler

OMNI  NUTRACEUTICALS,  INC.
                              By:  /s/ Klee Irwin

                              Name:  Klee Irwin

                              Title:  President


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