Execution Copy

                                WARRANT AGREEMENT



               This WARRANT  AGREEMENT  (the  "Agreement")  dated  September 29,
1997,  is  made  by and  between  Healthy  Planet  Products,  Inc.,  a  Delaware
corporation (the "Company"), and John Winfield (the "Warrantholder").

               Pursuant to a Securities  Purchase  Agreement between the Company
and the  Warrantholder  dated the date  hereof,  the Company has agreed to issue
warrants (the  "Warrants") to purchase an aggregate of 300,000 shares  ("Warrant
Shares") of Common Stock, par value $0.01 per share, of the Company (the "Common
Shares") to the Warrantholder as follows:

                       (i) Warrants to purchase 100,000 of the Warrant Shares at
an exercise price of $4.00 per share;

                       (ii)  Warrants to purchase an  additional  100,000 of the
Warrant Shares at an exercise price of $4.25 per share; and

                       (iii)  Warrants to purchase an additional  100,000 of the
Warrant Shares at an exercise price of $4.50 per share.

Each of the Warrants referred to in (i), (ii) and (iii) above and/or the Warrant
Shares issuable upon exercise of such Warrants is separately  referred to herein
as a "Warrant Tranche."

               In consideration of the foregoing and for the purpose of defining
the  terms  and  provisions  of the  Warrants  and  the  respective  rights  and
obligations thereunder,  the Company and the Warrantholder,  for value received,
hereby agree as follows:

               Section  1.  Form of  Warrant  Certificates;  Transferability  of
Warrants; Legend on Warrant Shares.

               1.1 Form of Warrant Certificate.  The Warrants shall be evidenced
by  Warrant  certificates  substantially  as set forth in  Appendix  I  attached
hereto. One or more Warrant  certificates will be issued with respect to each of
the separate Warrant  Tranches.  The Warrant  certificates  shall be executed on
behalf  of  the  Company  by its  Chairman  of the  Board,  President  or a Vice
President,  under its corporate  seal  reproduced  thereon,  and attested by its
Secretary or an Assistant Secretary. A Warrant certificate bearing the signature
of an  individual  who was at any time the proper  officer of the Company  shall
bind the Company, notwithstanding that such individual shall have ceased to hold
such office prior to the delivery of such  Warrant  certificate  or did not hold
such office on the date of this


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Agreement.  Each Warrant  certificate  shall be numbered and  registered  on the
books of the  Company  when it is  issued,  and shall be dated as of the date of
signature  thereof by the Company either upon initial issuance or upon division,
exchange, substitution or transfer.

               1.2 Transfer.  The Warrant certificate shall be transferable only
on the books of the Company  maintained  at its  principal  office in  Petaluma,
California, or wherever its principal executive offices may then be located upon
delivery  thereof  duly  endorsed by the  Warrantholder  or its duly  authorized
attorney or  representative,  or accompanied  by proper  evidence of succession,
assignment  or authority to transfer.  Upon any  registration  of transfer,  the
Company  shall  execute  and  deliver a new  Warrant  certificate  to the person
entitled  thereto.  All  transfers  shall be made subject to the  provisions  of
Section  13  hereof.  In the  event  the  Warrants  or any  portion  thereof  is
transferred,  the  subsequent  holder  thereof shall have no greater rights than
those afforded the Warrantholder hereunder.

               1.3  Division  of  Warrants.  Subject  to all  Federal  and state
securities laws, a Warrant certificate may be divided or combined,  upon request
to  the  Company  by  the  Warrantholder,  into a  certificate  or  certificates
representing  the right to purchase the same aggregate number of Warrant Shares.
Unless the context indicates otherwise,  the term "Warrantholder"  shall include
any transferee or transferees of the Warrants  pursuant to this  subsection 1.3,
and the term "Warrants" shall include any and all Warrants  outstanding pursuant
to this  Agreement,  including  those evidenced by a certificate or certificates
issued  upon  division,  exchange,  substitution  or  transfer  pursuant to this
Agreement.

               1.4 Legend on Warrant Shares. Each certificate for Warrant Shares
initially  issued upon  exercise of the Warrant,  unless at the time of exercise
such Warrant Shares are registered  under the Securities Act of 1933, as amended
(the "Securities Act"), shall bear the following legend:

               "The  Shares  represented  by  this  Certificate  have  not  been
          registered  under the  Securities Act of 1933, as amended (the "Act"),
          and may not be sold,  exchanged,  hypothecated  or  transferred in any
          manner in the absence of such registration or an exemption  therefrom.
          The Shares are  subject  to the terms of a certain  Warrant  Agreement
          dated September 29, 1997 with Healthy Planet Products,  Inc., pursuant
          to which they were issued."

               Any  certificate  issued at any time in exchange or  substitution
for any certificate  bearing such legend (except a new  certificate  issued upon
completion of a public distribution  pursuant to a registration  statement under
the Securities Act of the Warrant  Shares  represented  thereby) shall also bear
the above legend unless, in the opinion of counsel  satisfactory to the Company,
the  securities   represented   thereby  need  no  longer  be  subject  to  such
restrictions.


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               Section  2.   Exchange  of  Warrant   Certificate.   Any  Warrant
certificate may be exchanged for another  certificate or certificates  entitling
the  Warrantholder  to purchase a like aggregate  number of Warrant Shares which
are  part  of the  same  Warrant  Tranche  as the  certificate  or  certificates
surrendered  then entitled such  Warrantholder  to purchase.  Any  Warrantholder
desiring to exchange a Warrant  certificate  shall make such  request in writing
delivered  to  the  Company,  and  shall  surrender,   properly  endorsed,   the
certificate evidencing the Warrants to be so exchanged.  Thereupon,  the Company
shall  execute  and  deliver  to  the  person  entitled  thereto  a new  Warrant
Certificate as so requested.

               Section 3.  Term of Warrants; Exercise of Warrants.

               3.1  Term.   Subject  to  the  terms  of  this   Agreement,   the
Warrantholder  shall have the right, at any time during the period commencing at
9:00  a.m.,  California  time,  on the date  hereof  and  ending  at 5:00  p.m.,
California  time, on September 29, 2002 (the  "Termination  Date"),  to purchase
from the Company up to the number of fully paid and nonassessable Warrant Shares
which the Warrantholder may at the time be entitled to purchase pursuant to this
Agreement,  upon surrender to the Company,  at its principal office in Petaluma,
California,  or wherever its principal executive offices may then be located, of
the  certificate  evidencing  the Warrants to be  exercised,  together  with the
purchase form on the reverse thereof duly filled in and signed, and upon payment
to the  Company  of the  applicable  Exercise  Price (as set forth in  Section 7
hereof and as  subject  to  adjustment  pursuant  to Section 8 hereof),  for the
number of Warrant  Shares in respect of which such Warrants are then  exercised,
but in no event for less than 25 Warrant Shares, unless the Warrant entitled the
Warrantholder  on  exercise to less than 25 Warrant  Shares,  in which event the
Warrant can be exercised for such lesser number of Warrant Shares.

               3.2 Exercise.  Payment of the applicable  Exercise Price shall be
made in cash or by check. Upon surrender of the Warrant Certificates and payment
of such  Exercise  Price as  aforesaid,  the Company shall issue and cause to be
delivered  with all  reasonable  dispatch  to or upon the  written  order of the
Warrantholder  and in such name or names as the  Warrantholder  may  designate a
certificate or  certificates  for the number of full Warrant Shares so purchased
upon the exercise of the corresponding Warrants, together with cash, as provided
in Section 9 hereof,  in  respect of any  fractional  Warrant  Shares  otherwise
issuable upon such surrender.  Such certificate or certificates  shall be deemed
to have been issued and any person so  designated  to be named  therein shall be
deemed to have become a holder of record of such  Warrant  Shares as of the date
of the surrender of the Warrant  certificate  and the payment of the  applicable
Exercise Price, as aforesaid, notwithstanding that the certificates representing
the Warrant  Shares  shall not  actually  have been  delivered or that the stock
transfer  books of the  Company  shall then be  closed.  The  Warrants  shall be
exercisable,  at the election of the Warrantholder,  either in full or from time
to time in part and, in the event that a certificate  evidencing the Warrants is
exercised in respect of less than all of the Warrant Shares specified therein at
any time prior to the Termination Date, a new certificate

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evidencing  the remaining  Warrants  which are part of the same Warrant  Tranche
will be issued by the Company.

               Section 4. Payment of Taxes. The Company will pay all documentary
stamp  taxes,  if  any,  attributable  to the  issuance  of the  Warrant  Shares
hereunder.

               Section 5. Mutilated or Missing Warrant Certificate.  In case the
certificate or  certificates  evidencing the Warrants shall be mutilated,  lost,
stolen or destroyed,  the Company  shall,  at the request of the  Warrantholder,
issue and deliver in exchange and substitution for and upon  cancellation of the
mutilated  certificate or  certificates,  or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and  representing an equivalent right or interest,
but only upon  receipt of  evidence  satisfactory  to the  Company of such loss,
theft or  destruction  of such Warrants and a bond of  indemnity,  if requested,
also satisfactory in form and amount,  at the applicant's  cost.  Applicants for
such substitute Warrant certificate shall also comply with such other reasonable
requirements and pay such other reasonable charges as the Company may prescribe.

               Section  6.  Reservation  of  Warrant  Shares.   There  has  been
reserved, and the Company shall at all times keep reserved so long as all or any
portion  of the  Warrants  remains  outstanding,  out of its  authorized  Common
Shares, such number of Warrant Shares as shall be subject to purchase under such
portion of the Warrants which remains outstanding.  Every transfer agent for the
Common Shares and other  securities of the Company issuable upon the exercise of
the Warrants will be irrevocably authorized and directed at all times to reserve
such  number of  authorized  Warrant  Shares  and other  securities  as shall be
requisite  for such purpose.  The Company will keep a copy of this  Agreement on
file with every transfer agent for the Common Shares and other securities of the
Company issuable upon the exercise of the Warrants. The Company will supply such
transfer agent with duly executed stock and other  certificates for such purpose
and will provide or otherwise  make  available  any cash which may be payable as
provided in Section 9 hereof.

               Section 7. Exercise  Prices.  The prices per Share (the "Exercise
Prices") at which Warrant Shares shall be  purchasable  upon the exercise of the
Warrants shall be as follows: (i) 100,000 Warrant Shares at an exercise price of
$4.00 per share;  (ii) 100,000  Warrant Shares at an exercise price of $4.25 per
share; and (iii) 100,000 Warrant Shares at an exercise price of $4.50 per share.
The respective  Exercise  Prices for each Warrant Tranche set forth herein shall
be subject to further adjustment pursuant to Section 8 hereof.



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<PAGE>



               Section 8.  Adjustment  of Exercise  Prices and Number of Warrant
Shares.

               8.1 General.  The number of Warrant Shares  purchasable  upon the
exercise of the Warrants and the Exercise  Prices shall be subject to adjustment
from time to time  upon the  happening  of  certain  events,  as  follows:  (For
purposes of this Section 8, the  requirement  for any adjustment and the size of
an adjustment in any particular  circumstance shall be determined separately for
each Warrant Tranche. Any reference to "Exercise Price" in this Section shall be
deemed to refer to the Exercise Price for the applicable  Warrant  Tranche,  and
the terms  "Warrants" and "Warrant  Shares" in this Section 8 shall refer to the
number  Warrants  or  Warrant  Shares,  as the case may be, to the  extent  such
Warrants have not been exercised as of the close of business on the day prior to
the date when any  determination  pursuant  to this  Section 8 is required to be
made.)

                       (a) In case  the  Company  shall  (i) pay a  dividend  in
Common  Shares or make a  distribution  in Common  Shares,  (ii)  subdivide  its
outstanding  Common Shares,  (iii) combine its outstanding  Common Shares into a
smaller  number of Common  Shares (by way of a reverse stock split or otherwise)
or (iv) issue by  reclassification  of its Common Shares other securities of the
Company,  the number of Warrant Shares purchasable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the  Warrantholder  shall be
entitled to receive the kind and number of Warrant Shares or other securities of
the  Company  which it would have owned or would have been  entitled  to receive
after the happening of any of the events  described above, had the Warrants been
exercised  immediately  prior to the  happening of such event or any record date
with respect  thereto.  Any adjustment made pursuant to this  subsection  8.1(a)
shall  become  effective  immediately  after the  effective  date of such  event
retroactive to the record date, if any, for such event.

                       (b) In case the  Company  shall  issue  rights,  options,
warrants or convertible securities to all or substantially all of the holders of
its  Common  Shares,  without  any  charge to such  holders,  entitling  them to
subscribe  for or purchase  Common Shares at a price per share which is lower at
the record date mentioned below than the Exercise  Price,  the number of Warrant
Shares  thereafter  purchasable  upon  the  exercise  of the  Warrants  shall be
determined by multiplying the number of Warrant Shares  theretofore  purchasable
upon the exercise of the Warrants by a fraction, of which the numerator shall be
the number of Common  Shares  outstanding  immediately  prior to the issuance of
such rights,  options,  warrants or  convertible  securities  plus the number of
additional Common Shares offered for subscription or purchase,  and of which the
denominator shall be the number of Common Shares  outstanding  immediately prior
to the issuance of such rights, options, warrants or convertible securities plus
the number of Common  Shares  which the  aggregate  offering  price of the total
number of Common  Shares  offered  would  purchase at the Exercise  Price.  Such
adjustment shall be made whenever such rights, options,  warrants or convertible
securities are issued, and shall become effective  immediately and retroactively
after the record date for the determination of shareholders  entitled to receive
such rights, options, warrants or convertible securities.

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                       (c)  In  case  the  Company  shall  distribute  to all or
substantially  all  of  the  holders  of  its  Common  Shares  evidences  of its
indebtedness  or  assets  (excluding  cash  dividends  or  distributions  out of
earnings) or issue,  to all or  substantially  all of such holders,  without any
charge to such holders,  rights,  options,  warrants or  convertible  securities
containing the right to subscribe for or purchase Common Shares (excluding those
referred to in  paragraph  (b)  above),  then in each case the number of Warrant
Shares  thereafter  purchasable  upon  the  exercise  of the  Warrants  shall be
determined by multiplying the number of Warrant Shares  theretofore  purchasable
upon exercise of the Warrants by a fraction, of which the numerator shall be the
Exercise Price on the date of such  distribution,  and of which the  denominator
shall be the  Exercise  Price on such  date  minus  the then  fair  value of the
portion of the assets or evidences of  indebtedness  so  distributed  or of such
rights,  options,  warrants or convertible  securities  applicable to one share.
Such adjustment  shall be made whenever any such  distribution is made and shall
be made whenever any such distribution is made and shall become effective on the
date of  distribution  retroactive to the record date for the  determination  of
shareholders entitled to receive such distribution.

                       (d)  No  adjustment  in  the  number  of  Warrant  Shares
purchasable  hereunder shall be required unless such adjustment would require an
increase or decrease of at least one percent in the aggregate  number of Warrant
Shares then  purchasable  upon the  exercise of the Warrants or, if the Warrants
are not then  exercisable,  the number of Warrant  Shares  purchasable  upon the
exercise of the Warrants on the first date  thereafter  that the Warrants become
exercisable;  provided  however,  that any  adjustments  which by reason of this
subsection  8.a(d)  are not  required  to be made  immediately  shall be carried
forward and taken into account in any subsequent adjustment.

                       (e)  Whenever  the number of Warrant  Shares  purchasable
upon the  exercise  of the  Warrants  is  adjusted  as herein  provided  in this
subsection  8.1, the Exercise  Price payable upon exercise of the Warrants shall
be  adjusted  by  multiplying  such  Exercise  Price  immediately  prior to such
adjustment by a fraction,  of which the numerator shall be the number of Warrant
Shares  purchasable upon the exercise of the Warrant  immediately  prior to such
adjustment,  and of which the denominator  shall be the number of Warrant Shares
so purchasable immediately thereafter.

                       (f) To the extent not  covered by  paragraphs  (b) or (c)
hereof,  in case the  Company  shall  sell and issue  Common  Shares or  rights,
options,  warrants or convertible  securities  containing the right to subscribe
for or purchase Common Shares at a price per share  (determined,  in the case of
such rights, options,  warrants or convertible  securities,  by dividing (i) the
total amount received or receivable by the Company in  consideration of the sale
and issuance of such rights, options,  warrants or convertible securities,  plus
the total  consideration  payable to the Company  upon  exercise  or  conversion
thereof,  by (ii) the total number of shares  covered by such  rights,  options,
warrants or  convertible  securities)  lower than the  Exercise  Price in effect
immediately  prior to such sale and issuance,  then the Exercise  Price shall be
reduced to a price (calculated to the nearest cent) determined by

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dividing  (i) an amount  equal to the sum of (A) the  number  of  Common  Shares
outstanding  immediately prior to such sale and issuance  multiplied by the then
existing Exercise Price, plus (B) the consideration received by the Company upon
such sale and issuance,  by (ii) the total number of Common  Shares  outstanding
immediately  after  such  sale  and  issuance.  The  number  of  Warrant  Shares
purchasable upon the exercise of the Warrants shall be that number determined by
multiplying  the number of Warrant  Shares  issuable upon  exercise  immediately
prior to such  adjustment by a fraction,  of which the numerator is the Exercise
Price in effect  immediately prior to such adjustment and the denominator is the
Exercise Price as so adjusted. For the purposes of such adjustments,  the Common
Shares which the holders of any such rights,  options,  warrants or  convertible
securities  shall be entitled to subscribe for or purchase shall be deemed to be
outstanding  as of the date of such  sale  and  issuance  and the  consideration
received  by the  Company  therefor  shall  be  deemed  to be the  consideration
received by the  Company  for such  rights,  options,  warrants  or  convertible
securities,  plus the consideration stated in such rights, options,  warrants or
convertible securities to be paid for the Common Shares covered thereby. In case
the Company shall sell and issue Common Shares or rights,  options,  warrants or
convertible  securities containing the right to subscribe for or purchase Common
Shares for a  consideration  consisting,  in whole or in part, of property other
than cash or its equivalent, then in determining the "price per share" of Common
Shares and the "consideration received by the Company" for purposes of the first
sentence of this paragraph (f), the Board of Directors  shall determine the fair
value of said property, and such determination, if reasonable and based upon the
Board of  Directors'  good faith  business  judgment,  shall be binding upon the
Warrantholder.  There shall be no adjustment of the Exercise  Price  pursuant to
this paragraph (f) if the amount of such adjustment  would be less than $.01 per
Warrant Share;  provided,  however,  that any adjustment which by reason of this
provision is not required to be made  immediately  shall be carried  forward and
taken into account in any subsequent adjustment.

                       (g)  Whenever  the number of Warrant  Shares  purchasable
upon the exercise of the  Warrants or the  Exercise  Price is adjusted as herein
provided in this  subsection  8.1, the Company shall cause to be promptly mailed
to the  Warrantholder  in accordance  with the  provisions of Section 12 hereof,
notice  of  such  adjustment  or  adjustments  and a  certificate  of a firm  of
independent public accountants selected by the Board of Directors of the Company
(who may be the regular  accountants  employed by the Company) setting forth the
number of Warrant Shares  purchasable  upon the exercise of the Warrants and the
Exercise Price after such  adjustment,  a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made.

                       (h) For the  purpose  of this  subsection  8.1,  the term
"Common  Shares"  shall  mean (i) the class of shares  designated  as the Common
Shares of the Company at the date of this  Agreement  or (ii) any other class of
shares  resulting from successive  changes or  reclassifications  of such Common
Shares  including  changes in par value,  or from par value to no par value,  or
from no par value to par value. In the event that at any time, as a result of an
adjustment  made  pursuant to this  Section 8, the  Warrantholder  shall  become
entitled to

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purchase  any shares of the Company  other than Common  Shares,  thereafter  the
number of such other shares so purchasable upon exercise of the Warrants and the
Exercise  Price of such shares shall be subject to adjustment  from time to time
in a manner and on terms as nearly  equivalent as  practicable to the provisions
with respect to the Shares contained in this Section 8.

                       (i) Upon the expiration of any rights, options,  warrants
or conversion  privileges  referred to in this Section 8, if such shall not have
been exercised,  the number of Warrant Shares  purchasable  upon exercise of the
Warrants and the Exercise  Price,  to the extent the Warrants have not then been
exercised,  shall,  upon such expiration,  be readjusted and shall thereafter be
such as they  would  have been had they  been  originally  adjusted  (or had the
original  adjustment not been required,  as the case may be) on the basis of (A)
the fact that the only Common Shares so issued were the Common  Shares,  if any,
actually issued or sold upon the exercise of such privileges,  options, warrants
or  conversion  rights and (B) the fact that such Common  Shares,  if any,  were
issued or sold for the consideration  actually received by the Company upon such
exercise plus the  consideration , if any,  actually received by the Company for
the issuance, sale or grant of all such rights, options,  warrants or conversion
rights whether or not exercised;  provided,  however,  that no such readjustment
shall have the effect of increasing the Exercise Price by an amount in excess of
the amount of the adjustment initially made in respect of the issuance,  sale or
grant of such rights, options, warrants or convertible rights.

               8.2 No Adjustment of Dividends.  Except as provided in subsection
8.1, no adjustment in respect of dividends  shall be made during the term of the
Warrants or upon the exercise thereof.

               8.3 No Adjustment in Certain Cases. No adjustments  shall be made
hereunder in  connection  with the issuance of Common  Shares or warrants or any
other  rights to  purchase  Common  Shares:  (a)  pursuant  to any  underwriting
agreement  relating to any public offering or the issuance of Common Shares upon
exercise  of an  underwriter's  warrant  issued in  connection  with any  public
offering, (b) in connection with the exercise of options or warrants outstanding
on the date hereof,  (c) in connection with the grant and/or exercise,  pursuant
to stock  option  plans  of the  Company,  of stock  options  to  employees  and
consultants of the Company  outstanding as of the date hereof, (d) in connection
with the  conversion of any Series D Preferred  Stock issued and  outstanding on
the date of this Agreement, and (e) in connection with the grant and/or exercise
of stock options to non-employee  directors  pursuant to a director stock option
plan of the Company.

               8.4  Preservation  of  Purchase  Rights  Upon   Reclassification,
Consolidation,  etc. In case of any  consolidation of the Company with or merger
of the Company into another  corporation or in case of any sale or conveyance to
another person of the property, assets or business of the Company as an entirety
or substantially as an entirety, the Company or such successor or purchaser,  as
the case may be, shall execute with the Warrantholder an

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agreement that the Warrantholder shall have the right thereafter upon payment of
the Exercise Price in effect  immediately  prior to such action to purchase upon
exercise of the Warrants the kind and amount of shares and other  securities and
property  which the  Warrantholder  would  have owned or have been  entitled  to
receive after the happening of such  consolidation,  merger,  sale or conveyance
had the Warrants been exercised  immediately  prior to such action. In the event
of a merger  described in Section  368(a)(2)(E) of the Internal  Revenue Code of
1986, as amended, in which the Company is the surviving  corporation,  the right
to purchase  Warrant  Shares under the Warrants  shall  terminate on the date of
such merger and  thereupon  the Warrants  shall become null and void but only if
the  controlling  corporation  shall agree to substitute  for the Warrants other
warrants which entitle the holders thereof to purchase,  upon exercise  thereof,
the kind and  amount  of shares  and other  securities  and  property  which the
Warrantholder  would have owned or had been entitled to receive had the Warrants
been exercised  immediately  prior to such merger.  The adjustments  required by
this  Subsection  8.4 shall be  effected  in a manner  which  shall be as nearly
equivalent as may be  practicable to the  adjustments  provided for elsewhere in
this Section 8. The provisions of this  Subsection 8.4 shall  similarly apply to
successive consolidations, mergers, sales or conveyances.

               8.5  Statement  on  Warrant  Certificate.   Irrespective  of  any
adjustments  in the Exercise  Price or the number or kind of shares  purchasable
upon the  exercise of the  Warrants,  the Warrant  certificate  or  certificates
theretofore  or  thereafter  issued may  continue  to express the same price and
number  and kind of shares  as are  stated in the  Warrants  initially  issuable
pursuant to this Agreement.

               Section 9. Fractional  Shares.  The Company shall not be required
to issue  fractional  Warrant  Shares on the  exercise of the  Warrants.  If any
fraction of a Warrant Share would,  except for the provisions of this Section 9,
be issuable on the exercise of the Warrants (or specified portion thereof),  the
Company  shall pay an  amount in cash  equal to the then  Current  Market  Price
multiplied by such fraction.  For purposes of this Agreement,  the term "Current
Market  Price"  shall  mean (i) if the  Common  Shares  are traded on a national
securities  exchange  or on the Nasdaq  Stock  Market,  the  average  for the 30
consecutive trading days immediately preceding the date in question of the daily
per share  closing  prices of the  Common  Shares  on the  principal  securities
exchange  on which they are listed or on Nasdaq,  as the case may be, or (ii) if
the  Common  Shares  are  traded in the  over-the-counter  market and not on any
national  securities  exchange or on the Nasdaq Stock Market, the average of the
mean between the per share  closing bid and asked prices of the Common Shares on
the 30 consecutive trading days immediately  preceding the date in question,  as
reported by Nasdaq or an equivalent  generally accepted  reporting service.  The
closing price  referred to in clause (i) above shall be the last reported  sales
price or, in case no such  reported sale takes place on such day, the average of
the  reported  closing bid and asked prices on such  exchange or Nasdaq,  as the
case may be, for the days in question.


                                        9

<PAGE>



               Section 10.  Registration  Rights. Any Warrant Shares issued upon
exercise  of the  Warrants  shall be subject  to, and have the  benefit  of, the
registration  rights set forth in the  Registration  Rights  Agreement dated the
date hereof by and between the Company and the Warrantholder.

               Section 11. No Rights as Shareholder;  Notices to  Warrantholder.
Nothing  contained  in this  Agreement  or in the Warrant  Certificate  shall be
construed as conferring upon the Warrantholder,  or its transferees,  any rights
as a shareholder of the Company, including the right to vote, receive dividends,
consent  or  receive  notices as a  shareholder  in  respect  of any  meeting of
shareholders  for the election of directors of the Company or any other  matter.
If,  however,  at any time prior to the  expiration of the Warrants and prior to
the exercise thereof, any of the following events shall occur:

               (a) any action  which  would  require an  adjustment  pursuant to
Section 8.1 or 8.4; or

               (b) a  dissolution,  liquidation  or  winding  up of the  Company
(other than in connection with a consolidation,  merger or sale of its property,
assets and business as an entirety) shall be proposed;

then in any one or more of said events, the Company shall give notice in writing
of such event to the  Warrantholder as provided in Section 11 hereof at least 20
days  prior to the  date  fixed as a  record  date or the  date of  closing  the
transfer  books  for  the  determination  of the  shareholders  entitled  to any
relevant dividend, distribution,  subscription rights or other rights or for the
determination  of  shareholders  entitled to vote on such proposed  dissolution,
liquidation  or winding up. Such notice  shall  specify  such record date or the
date of closing the transfer books, as the case may be.

               Section 12. Notices. Any notice pursuant to this Agreement by the
Company or by the Warrantholder  shall be in writing and shall be deemed to have
been duly given if  delivered  by hand or if mailed by  certified  mail,  return
receipt requested, postage prepaid, addressed as follows:

               (a) If to the  Warrantholder  - to the  address as set forth in a
certain  separate   Securities  Purchase  Agreement  entered  into  between  the
Warrantholder and the Company.

               (b) If to the Company -  addressed  to Healthy  Planet  Products,
Inc., 1700 Corporate Circle, Petaluma,  California 94954, Attention:  President;
with a copy to Camhy Karlinsky & Stein LLP, 1740 Broadway, 16th Floor, New York,
New York 10019, Attention: Charles P. Axelrod, Esq.


                                       10

<PAGE>



or to such other  address as any such party may designate by notice to the other
party.  Notices shall be deemed given at the time they are delivered  personally
or three days after they are mailed in the manner set forth above.

               Section 13. Assignment. This Agreement is binding upon and inures
to the benefit of the parties hereto and their respective heirs,  successors and
permitted assigns. This Agreement cannot be assigned, amended or modified by the
parties hereto, except by written agreement executed by the parties.

               Section  14.  Counterparts.  This  Agreement  may be  executed in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

               Section 15.  Headings.  The  headings in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

               Section 16. Merger or Consolidation  of the Company.  The Company
will not merge or consolidate with or into any other  corporation or sell all or
substantially  all of its property to another  person,  unless the provisions of
Section 8.4 are complied with.

               Section 17.  Governing Law. This  Agreement  shall be governed by
and construed in accordance with the laws of the State of California  applicable
to contracts made and to be performed entirely within such State, without regard
to its principles of conflicts of laws.

               Section 18.  Severability.  If any  provision  of this  Agreement
shall for any  reason be held  invalid  or  unenforceable,  such  invalidity  or
unenforceability  shall not affect any other provision hereof and this Agreement
shall be construed as if such invalid or unenforceable  provision had never been
contained herein.



                                       11

<PAGE>



               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, on the day and year first above written.

Attest:                                       HEALTHY PLANET PRODUCTS, INC.


By:                                           By: /s/ Bruce Wilson
   ----------------------------------            -------------------------------
   Name:                                          Name:   BRUCE WILSON
   Title:                                         Title:   PRESIDENT


                                                /s/ John Winfield
                                                --------------------------------
                                                John Winfield


                                       12

<PAGE>



                         Appendix I to Warrant Agreement

THE 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.



                   WARRANTS TO PURCHASE 100,000 COMMON SHARES
               VOID AFTER 5:00 P.M., CALIFORNIA TIME, ON THE DATE
                                 INDICATED BELOW


                          HEALTHY PLANET PRODUCTS, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


               This certifies  that,  for value  received,  John  Winfield,  the
registered  holder  hereof,  or assigns  (the  "Warrantholder"),  is entitled to
purchase  from  Healthy  Planet  Products,  Inc.,  a Delaware  corporation  (the
"Company"),  the number of Shares set forth above, at any time during the period
commencing at 9:00 a.m.,  California time, on the date hereof and ending at 5:00
p.m.,  California  time, on September 29, 2002, at the purchase  price per Share
(the "Exercise Price") of $____. The number of Shares  purchasable upon exercise
of the Warrants represented by this certificate and the Exercise Price per Share
shall be  subject to  further  adjustment  from time to time as set forth in the
Warrant Agreement.

               The Warrants  represented by this certificate may be exercised in
whole or in part by  presentation  of this  Certificate  with the Purchase  Form
attached  hereto duly executed and  simultaneous  payment of the Exercise  Price
(subject to adjustment) at the principal office of the Company.  Payment of such
price shall be made, at the option of the Warrantholder, in cash or by check.

               This Warrant  Certificate is issued under and in accordance  with
the Warrant Agreement dated the date hereof (the "Warrant  Agreement") among the
Company  and the  Warrantholder  and is  subject  to the  terms  and  provisions
contained  in the  Warrant  Agreement,  to all of  which  the  Warrantholder  by
acceptance hereof consents.


                                       13

<PAGE>



               Upon any partial  exercise of the  Warrants  represented  by this
certificate,  there  shall be  signed  and  issued  to the  Warrantholder  a new
certificate in respect of the Warrants which shall not have been exercised. This
Warrant  certificate may be exchanged at the principal office of the Company for
new  certificates  in respect of the same  aggregate  number of  Warrants as are
evidenced  by this  certificate.  No  fractional  shares will be issued upon the
exercise of rights to  purchase  hereunder,  but the Company  shall pay the cash
value of any fraction  upon the exercise of one or more  Warrants.  This Warrant
certificate  is  transferable  at the  office of the  Company  in the manner and
subject to the limitations set forth in the Warrant Agreement.

               This  Warrant  does not entitle the  Warrantholder  to any of the
rights of a shareholder of the Company.

                                              HEALTHY PLANET PRODUCTS, INC.



                                              By:/s/ Bruce Wilson
                                                 -------------------------------
                                                 Name:   BRUCE WILSON
                                                 Title:  PRESIDENT
[Corporate Seal]

Attest:


By:
   ------------------------------
   Name:
   Title:

Dated:  September 29, 1997

                                       14

<PAGE>



                          HEALTHY PLANET PRODUCTS, INC.

                                  PURCHASE FORM



               The undersigned  hereby  irrevocably elects to exercise the right
of purchase  represented by the within Warrant  certificate for, and to purchase
thereunder,  ____________  shares (the  "Shares"),  provided  for  therein,  and
requests that certificates for the Shares be issued in the name of:

-----------------------------------------------------------------
           (Please Print Name, Address and Social Security Number)

-----------------------------------------------------------------

and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant  certificate for the balance of the Shares  purchasable under
the within  Warrant  certificate  be registered  in the name of the  undersigned
Warrantholder  or its Assignee as below  indicated  and delivered to the address
stated below.

               The undersigned  hereby makes payment of the aggregate  amount of
$_________, representing $______ for each such Share.


               Dated: _______________, 19___

               Name of Warrantholder or Assignee: ____________________

Address: ________________________________________________________

_________________________________________________________________

Signature: ______________________________________________________

Signature Guaranteed:         Note:  Signature must conform in all respects to
                                     name of holder as specified on the face
                                     of the Warrant Certificate.


                                       15

<PAGE>


                                   ASSIGNMENT

                 (To be signed only upon assignment of Warrants)

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-----------------------------------------------------------------
     (Name and Address of Assignee Must be Printed or Typewritten)

------------------------------------------------------------------

Warrants  evidenced  by  the  within  Warrant  certificate,  hereby  irrevocably
constituting  and  appointing   __________________  Attorney  to  transfer  said
Warrants on the books of the  Company,  with full power of  substitution  in the
premises.

Dated:  ___________, 19__                    ___________________________________
                                                Signature of Registered Holder


Signature Guaranteed:       Notice:  Signature must conform in all respects to
                                     name of holder as specified on the face
                                     of the Warrant certificate.


                                       16