Execution Copy

                          SECURITIES PURCHASE AGREEMENT

                          HEALTHY PLANET PRODUCTS, INC.



                                                              September 29, 1997




Mr. John Winfield
2121 Avenue of the Stars
Suite 2020
Los Angeles, California 90067

Dear Mr. Winfield:

                  Healthy Planet  Products,  Inc., a Delaware  corporation  (the
"Company")  has  agreed  to  sell  to  you  (hereinafter   referred  to  as  the
"Purchaser")  300,000 shares (the "Shares") of Common Stock,  par value $.01 per
share ("Common Stock"), at a price of $3.25 per share. In connection  therewith,
the  Company  has also agreed to issue to the  Purchaser  warrants  ("Warrants")
exercisable  until September 29, 2002 to purchase an aggregate of 300,000 shares
of Common Stock ("Warrant Shares"), one-third of which will be exercisable at an
exercise price of $4.00 per share,  one-third of which will be exercisable at an
exercise  price of $4.25 per share and one-third of which will be exercisable at
an exercise price of $4.50 per share.  The Warrants will be issued pursuant to a
warrant  agreement  in the form  attached  hereto  as  Exhibit  A (the  "Warrant
Agreement")  to be entered  into by the Company and the  Purchaser  concurrently
with  the  execution  of  this  Agreement  and  will  be  evidenced  by  warrant
certificates  in the  form of  Appendix  I to the  Warrant  Agreement  ("Warrant
Certificates"). The Shares and Warrants are hereinafter collectively referred to
herein as the "Securities."

                  The  Securities  being sold to the  Purchaser  in this private
transaction have not been registered  under the  registration  provisions of the
Securities  Act of 1933, as amended (the "Act"),  and are being offered and sold
by the Company to the Purchaser in reliance upon an exemption from  registration
under  Sections  4(2)  and/or  4(6) of the Act,  and  Regulation  D  promulgated
thereunder.  The Company and the Purchaser will, concurrently with the execution
of this Agreement and the Warrant  Agreement,  enter into a Registration  Rights
Agreement in the form attached hereto as Exhibit B  ("Registration  Agreement"),
which will require the Company to effect  registration of the Shares and Warrant
Shares in certain circumstances.


<PAGE>




                  Section 1.  Issue of Securities

                  Subject to the terms and conditions hereof and on the basis of
the  representations  and warranties  hereinafter set forth,  the Company hereby
agrees to issue and sell to  Purchaser,  and  Purchaser  agrees to purchase  and
herewith  purchases from the Company,  the Securities.  An aggregate of $975,000
will be payable  upon the  execution  and  delivery  of this  Agreement  by wire
transfer  or  certified  or  cashier's  check in  same-day  or next day funds as
directed by the Company.

                  The  Company  covenants  and  agrees to  promptly  deliver  to
Purchaser,  upon due  execution of this  Agreement,  the Warrant  Agreement  and
Registration  Agreement by the parties and receipt by the Company of the payment
referred to in the preceding  paragraph,  a Common Stock certificate and Warrant
Certificates  representing  the  number of Shares  and  Warrants,  respectively,
acquired by Purchaser hereunder.

                  Section 2.  Representations and Warranties of the Company.

                  The Company represents and warrants that:

                  (A) The Company is a  corporation  duly  organized and validly
existing  in good  standing  under the laws of the State of  Delaware,  and duly
qualified to do business and in good  standing as a foreign  corporation  in the
State of  California  and each  state in which  the  nature of its  business  or
properties requires such qualification (except where failure as to qualify would
not have a material  adverse effect on the Company taken as a whole),  with full
power and  authority,  corporate and  otherwise,  to enter into and perform this
Purchase  Agreement,  and to execute and deliver  the  various  instruments  and
documents provided for herein.

                  (B) The execution,  delivery and performance by the Company of
this Agreement, the Warrant Agreement and Registration Agreement and the making,
execution and delivery by the Company of the instruments contemplated hereby and
thereby,  have been duly authorized by all necessary  corporate  action and will
not violate any provision of law, court order or decree,  or of its  Certificate
of Incorporation or Bylaws,  or result in the breach of, or constitute a default
under,  or result in the creation of any lien,  charge or  encumbrance  upon any
property or assets of the Company  pursuant to any  agreement or  instrument  to
which it is a party,  or by which it or its  property  may be bound or affected.
Each of this Agreement,  the Warrant Agreement and the Registration Agreement is
a valid and binding  obligation of the Company,  enforceable in accordance  with
its terms subject to general  principles of equity and bankruptcy and other laws
affecting creditors' rights generally.

                  (C) Except as set forth in the  Company's  Form 10-KSB for the
fiscal year ended  December  31,  1996,  (i) there are no  material  lawsuits or
proceedings pending, or, to

                                        2

<PAGE>



the Company's  knowledge,  threatened  against or affecting the Company and (ii)
there are no proceedings  before any  governmental  commission,  bureau or other
administrative  agency  pending,  or,  to the  Company's  knowledge,  threatened
against the Company.

                  (D) The  authorized  capital stock of the Company  consists of
12,000,000 shares of Common Stock, $0.01 par value per share, of which 1,827,362
shares are issued and  outstanding as of the date hereof,  and 750,000 shares of
Preferred Stock, $.10 par value per share, of which 186,341 shares,  denominated
as Series D Preferred Stock, are issued and outstanding as of the date hereof. A
total of 779,458  shares of Common Stock are  reserved for issuance  pursuant to
the  exercise  of  options  and  warrants  and  the  conversion  of  convertible
securities issued and outstanding on the date hereof.

                  (E) The Shares  issuable  under this  Agreement have been duly
authorized  and, when issued against payment  therefor,  will be validly issued,
fully paid and  nonassessable.  The  Warrants  issuable  pursuant to the Warrant
Agreement have been duly authorized and, when issued and delivered in accordance
with the Warrant Agreement,  will be enforceable in accordance with their terms,
subject to general  principles of equity and bankruptcy and other laws effecting
creditors rights generally.

                  (F) Except for any applicable requirements of state securities
laws (as to which no  representations  or warranties are made),  no governmental
permit,  consent,  approval or  authorization is required in connection with (i)
the execution, delivery and performance of this Agreement, the Warrant Agreement
and the Registration  Agreement by the Company or (ii) the offer, sale, issuance
and  delivery of the Shares and  Warrants  contemplated  hereby by the  Company;
provided that, all representations  made to the Company by the Purchaser in this
Agreement  and in any other  document  or  instrument  delivered  in  connection
herewith  are assumed for  purposes of this  representation  and  warranty to be
accurate and complete.

                  (G)  To  the  best  knowledge  of  the  Company,  none  of the
Company's  reports and  filings  with the  Securities  and  Exchange  Commission
("SEC")  contained  a  misstatement  of a  material  fact or  omitted to state a
material fact necessary to make the statements  contained therein,  in the light
of the circumstances in which they were made or omitted, not misleading.

                  (H)  The  Company  Common  Stock  is  traded  on The  American
Exchange,  Inc.  ("AMEX"),  and the Shares and Warrant  Shares are  approved for
listing,  subject to official notice of issuance. No assurance is made as to any
future AMEX listing of shares of Common Stock.


                                        3

<PAGE>



                  Section 3.  Purchaser's Representations and Warranties.

                  As an inducement to the Company to enter into this  Securities
Purchase  Agreement and sell the Securities to Purchaser,  Purchaser  represents
and warrants as follows:

                  (A) Purchaser  acknowledges and understands that the offer and
sale of the  Securities  are intended to be exempt from  registration  under the
Act,  by virtue  of  Section  4(2)  and/or  4(6) of the Act,  and  Regulation  D
promulgated  thereunder  ("Regulation  D") and, in  accordance  therewith and in
furtherance  thereof,  Purchaser  represents and warrants to and agrees with the
Company that he is an "accredited  investor" as that term is defined pursuant to
Rule 501 of Regulation D. Purchaser has completed the Investor  Questionnaire in
the form  attached  hereto  as  Exhibit  C and has  delivered  it  herewith  and
represents and warrants that it accurately sets forth his financial condition on
the date  hereof.  Purchaser  has no reason to expect there will be any material
adverse  change in his  financial  condition  and will advise the Company of any
such  changes  occurring  prior to the issuance of the  Securities  to Purchaser
hereunder.

                  (B) Purchaser has such  knowledge and  experience in financial
and  business  matters as is  required  for  evaluating  the merits and risks of
making this investment,  and Purchaser or his representatives have received such
information  requested by him concerning the business,  management and financial
affairs of the Company in order to evaluate  the merits and risks of making this
investment.  Except as  specifically  set forth  herein,  no  representation  or
warranty is made by the Company to induce Purchaser to make this investment, and
any representation or warranty not made herein is specifically disclaimed.

                  (C)  Purchaser is making this  investment  for his own account
and is purchasing the  Securities  for  investment  purposes only and not with a
present view to the resale or other distribution thereof. Purchaser specifically
warrants and represents  that the funds utilized for making this  investment are
Purchaser's own funds, and Purchaser has no agreement or understanding  with any
other person to grant a participation or interest,  of whatever nature,  kind or
description,  in  Purchaser's  investment.   Purchaser  further  represents  and
warrants  that he has not paid or agreed to pay any fee,  commission or thing of
value to any person in connection with this transaction.

                  (D) Purchaser  acknowledges  that he has been advised that the
Securities being purchased by such Purchaser  hereunder have not been registered
under the provisions of the Securities Act of 1933, as amended (the "Act"),  and
that the Company has represented to such Purchaser that the Securities have been
offered and sold by the Company in reliance upon an exemption from  registration
provided in Section 4(2) and/or 4(6) of the Act and Regulation D thereunder.


                                        4

<PAGE>



                  (E) In entering  into this  Agreement  and in  purchasing  the
Securities each Purchaser acknowledges that:

                          (i) The  Shares  and  Warrants  may not be  resold  by
Purchaser in the absence of  registration  under the Act or valid exemption from
registration.

                          (ii)  The  following  legend  shall be  placed  on the
Certificate(s) evidencing the Shares and Warrants:

                  "THE SHARES  [WARRANTS]  REPRESENTED BY THIS  CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED  (THE  "ACT"),  AND  MAY  NOT  BE  SOLD  OR  OTHERWISE
                  TRANSFERRED  IN  THE  ABSENCE  OF  AN  EFFECTIVE  REGISTRATION
                  STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL  SATISFACTORY
                  TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

                          (iii) The Company may place a stop  transfer  order on
its transfer  books  against the Shares and  Warrants  (and  underlying  Warrant
Shares).  Such stop order will be removed, and further transfer of the Shares or
Warrant  Shares will be permitted upon an effective  registration  of the Shares
and Warrants solely as provided in the Registration Agreement, or the receipt by
the Company of an opinion of counsel that such further  transfer may be effected
pursuant to an applicable exemption from registration.

                          (iv) The purchase of the Shares and Warrants  involves
risks which Purchaser has evaluated,  and Purchaser is able to bear the economic
risk of the purchase of such securities.

                  (F) Purchaser  acknowledges receipt of copies of the following
reports filed by the Company with the Securities and Exchange  Commission:  Form
10-KSB for the year ended December 31, 1996, Forms 10-QSB for the quarters ended
March 31,  1997 and June 30,  1997,  Form 8-K dated March 31, 1997 and the Proxy
Statement  mailed to the  Company's  shareholders  in  connection  with the 1997
Annual  Meeting  of  Shareholders  (collectively  the  "Disclosure  Documents").
Purchaser has carefully reviewed the Disclosure  Documents and acknowledges that
he has relied only on the information set forth therein and in this Agreement in
making a decision to purchase the Securities.  Purchaser  specifically disclaims
receipt of any other information and material,  whether oral or in writing, from
the Company or anyone acting for or on behalf of the Company,  and reliance upon
any such unauthorized  oral or written  information and material is specifically
disclaimed.


                                        5

<PAGE>



                  (G) Purchaser  understands  that all documents,  records,  and
books  pertaining  to  this  investment  (including,   without  limitation,  the
Disclosure  Documents)  have been made  available  for  inspection  by him,  his
attorney and/or his accountant.

                  (H)  Purchaser  has  had  a  reasonable   opportunity  to  ask
questions of and receive  answers from a person  acting on behalf of the Company
concerning  the  offering of the  Securities  and all such  questions  have been
answered to the full satisfaction of the undersigned.

                  (I)  Purchaser is not  purchasing  any of the  Securities as a
result  of  or  subsequent  to  any  advertisement,  article,  notice  or  other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or radio,  any seminar or meeting,  or any  solicitation  of a
subscription  by a person not previously  known to the undersigned in connection
with investments in securities generally.

                  (J)  Purchaser has reached the age of majority in the state in
which Purchaser resides, has adequate means of providing for Purchaser's current
needs and personal contingencies, is able to bear the substantial economic risks
of an investment in the Securities for an indefinite period of time, has no need
for liquidity in such  investment,  and Purchaser is prepared to lose his entire
investment in the Securities.

                  (K) Purchaser's overall commitment to investments that are not
readily marketable is not, and his acquisition of Securities will not cause such
overall commitment to become, disproportionate to his net worth.

                  (L)   Purchaser   acknowledges   that  he  has  made  his  own
investigation  concerning  the  business  and affairs of the Company and in that
connection,  Purchaser  acknowledges  the  previous  receipt  of the  Disclosure
Documents.

                  (M) Purchaser  acknowledges  that he has been advised that the
Company has agreed to pay to Starr Securities,  Inc. a fee of $48,750 for acting
as its investment banker and advisor in connection with this transaction.

                  (N) Purchaser acknowledges that the Company has advised him of
the  requirements  for the  filing of Forms 3, 4, and 5 and  Schedule  13D under
certain   circumstances.   Purchaser  acknowledges  that  he  has  independently
consulted  with  his own  counsel  with  respect  to such  filing  requirements.
Purchaser  covenants and agrees to timely make all filings with the SEC as is or
may be  necessary  by reason  of  Purchaser's  ownership  of  securities  in the
Company.


                                        6

<PAGE>



                  Purchaser  is  making  the   foregoing   representations   and
warranties  with the  intent  that they may be  relied  upon by the  Company  in
determining  the  suitability  of the sale of the  Securities  to Purchaser  for
purposes of federal and state securities laws. Purchaser agrees to indemnify and
hold  harmless the Company,  the  officers,  directors,  and  affiliates  of the
Company,  and each other  person,  if any, who controls the Company,  within the
meaning of Section 15 of the Act,  against any and all loss,  liability,  claim,
damage and all  expenses  reasonably  incurred in  investigating,  preparing  or
defending against any litigation commenced or threatened or any claim whatsoever
arising out of or based upon any false  representation  or warranty or breach or
failure by the  undersigned  to comply with any  covenant or  agreement  made by
Purchaser  herein or in any other document  furnished by Purchaser to any of the
foregoing in connection with this transaction.

                  Section  5.  Election  of  Purchaser  to  Company's  Board  of
Directors.

                  Concurrent with this  investment,  the Company cause Purchaser
to be elected to the Company's  Board of Directors  effective on the date hereof
and to remain as a Director  until the earliest of (i) the third  anniversary of
the  date of this  Agreement,  (ii) the date on  which  the  currently  existing
members of the Board of Directors of the Company no longer constitute a majority
of the Board or (iii) the death of  Purchaser.  For  purposes  hereof,  the term
"currently  existing  members of the Board of  Directors"  will also include any
person not  currently on the Board of Directors who is  subsequently  elected to
the Board as a nominee of the Board of Directors.

                  Section 6.  Binding Effect of Purchase.

                  Purchaser  hereby  acknowledges  and  agrees,  subject  to any
applicable  state  securities  law, that the purchase  hereunder is irrevocable,
that Purchaser is not entitled to cancel,  terminate or revoke this Agreement or
any  agreements of Purchaser  hereunder  and that this  Agreement and such other
agreements  shall  survive the death or disability of the Purchaser and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives, and assigns.

                  Section 7.  Miscellaneous.

                  (A) No  Waiver.  Neither  this  Agreement  nor any  provisions
hereof  shall be  waived,  modified,  discharged,  or  terminated  except  by an
instrument  in  writing  signed  by the  party  against  whom any  such  waiver,
modification, discharge, or termination is sought.

                  (B) Notices.  Any notice,  demand or other communication which
any party hereto may be  required,  or may elect,  to give to anyone  interested
hereunder shall be sufficiently  given if (a) deposited,  postage prepaid,  in a
United States mail box, stamped,

                                        7

<PAGE>



registered  or  certified  mail,  return  receipt  requested,  addressed to such
address as may be listed on the books of the Company or (b) delivered personally
at such address.

                  (C) Execution.  This Agreement may be executed through the use
of separate  signature pages or in any number of counterparts,  and each of such
counterparts  shall,  or all purposes,  constitute one agreement  binding on all
parties,  notwithstanding  that  all  parties  are not  signatories  to the same
counterpart.

                  (D)  Entire  Agreement.  This  Agreement  contains  the entire
agreement of the parties with respect to the subject matter hereof and there are
no  representations,  covenants or other agreements except as stated or referred
to herein,  and any  representations  or  warranties  not  contained  herein are
disclaimed.

                  (E) Severability. Each provision of this Agreement is intended
to be severable from every other provisions, and the invalidity or illegality of
any portion  hereof,  shall not affect the validity or legality of the remainder
hereof.

                  (F)  Non-Assignability.  This Agreement is not transferable or
assignable by the undersigned except as may be provided herein.

                  (G) Law  Governing.  This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of California as applied to
residents  of that state  executing  contracts  wholly to be  performed  in that
state.

                  Please  countersign  and return  two  copies of this  Purchase
Agreement,  the Warrant Agreement,  the Registration Agreement and the completed
Investor  Questionnaire.   A  countersigned  copy  of  this  Agreement,  Warrant
Agreement and Registration Agreement

                                        8

<PAGE>


will be  returned  to you,  together  with your share  certificate  and  Warrant
Certificate.  For the  purpose  of having  the  share  certificate  and  Warrant
Certificate  prepared,  please indicate the exact manner in which the Securities
are to be made out in the space provided for below.

                                              Very truly yours,

                                              HEALTHY PLANET PRODUCTS, INC.


                                              By  /s/ Bruce Wilson
                                                 -------------------------------
                                                     Name:  Bruce Wilson
                                                     Title: President

AGREED TO AND ACCEPTED:



/s/ John Winfield
-----------------------------------
Signature of Purchaser

Date Executed: September 29, 1997.

Share and Warrant Certificates to made out as follows:


-----------------------------------
Print Name


-----------------------------------
Social Security Number




                                        9