Exhibit
      10.1











August
      18, 2004





Jim
      Cartmill, President and CEO


Alpha
      Nutraceuticals, Inc.


1227
      Third Avenue


Chula
      Vista, California 91911





***Via
      Facsimile to (619) 475-9961 and Email to
      jim@jimcartmill.com***





Cover
      Letter to Engagement Agreement and Exhibits





Dear
      Gentlemen:





Please
      pardon the formality of this attached engagement agreement (the "Agreement"),
      as
      it is only intended to set out the details of our relationship as required
      by
      the California Business and Professions Code. Beyond the law, as a matter of
      course, Business Consulting Group Unlimited, Inc. ("BCGU" or the "Firm") always
      expects the best efforts of its clients, and our clients should expect our
      best
      efforts. This Agreement is simply a way to memorialize exactly what we should
      expect from each other.





This
      agreement consists of 17 pages. This Agreement includes all of the below
      exhibits:





**EXHIBIT
      LIST**





**Exhibit
                Letter**
            **Exhibit
                Name**
            **Integrated
                as a Part**
              **of
                the Agreement**A
            Compensation
            YESB
            BCGU
                Professional Services
            YESC
            Document
                References
            YESD
            Non-Disclosure
                Agreement
            YESE
            Business
                Development Agreement
            YES





If
      you
      have any questions with regard to any matter set forth in this Agreement, or
      if
      you have some different understanding of any portion of this Agreement, please
      contact the undersigned immediately so that we can discuss those items and
      determine if we will be able to reach an agreement by which we will represent
      you.





If
      the
      foregoing correctly sets forth our understanding and agreement, please date,
      initial the top of each page and sign the signature page and return the entire
      Agreement in the return envelope, indicating that it meets with your approval.
      A
      copy of this Agreement is enclosed for your file. We appreciate the confidence
      you have expressed by asking BCGU to represent you.





Sincerely,





BUSINESS
      CONSULTING GROUP UNLIMITED








__/s/
      Mark L. Baum_________________ and/or  ____/s/
      James B. Panther, II___________


Mark
      L.
      Baum       James
      B.
      Panther, II


Managing
      Director   Managing
      Director










A.  Introduction





One
      key
      purpose of this Agreement, including all attached exhibits, is to legally
      confirm the association of BCGU as counselor to Alpha Nutraceuticals, Inc.
      (the
      "Client" or the "Company" or "ANUI"). Client shall also refer to and include
      the
      Client's Board of Directors. "Party" shall refer individually to either BCGU
      or
      Client, and "Parties" may refer collectively to both BCGU and Client.





In
      connection with our efforts described herein (hereinafter cumulatively referred
      to as "Engagement Efforts"), all work performed by BCGU on an ongoing basis
      has
      been discussed with the Client and has been requested to be performed by the
      Client.





The
      Firm's legal services will not include, among other areas of law, any litigation
      of any kind, whether in court, in administrative hearings or before government
      agencies or arbitration tribunals, although we will assist in locating
      appropriate legal counsel and coordinate any litigation matters, at your
      request. This Agreement will set forth in writing, which will be signed by
      BCGU
      and the Client, our understanding and agreement regarding the scope of our
      representation.





This
      Agreement will not take affect, and we will have no obligation to provide
      services, until you return a signed copy of this Agreement and remit the
      retainer called for in Exhibit A of this Agreement.





**A
      FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL
      OF THE SAME.**








B.  General
      Provisions





1.  Appointment .
      The
      Client hereby engages BCGU and BCGU agrees to render services to the Client
      upon
      the terms and conditions hereinafter set forth.





2.  Term .  The
      term
      of this Consulting Agreement shall begin as of the date of this Agreement,
      and
      shall terminate 12 months thereafter, unless earlier terminated in accordance
      with the terms herein or extended as agreed to between the parties.





3.  Services .
      During
      the term of this Agreement, BCGU shall represent Client as a business and legal
      consultant in accordance with the indicated professional practice areas selected
      in Exhibit C.





4.  Duties
      of Client .
      The
      Client shall provide BCGU, on a regular and timely basis, with all approved
      data, documents and/or information, or anything else reasonably requested by
      BCGU that may be required and necessary in order for BCGU to adequately perform
      the services as contemplated under the terms of this Agreement.





5.  Representation
      and Indemnification





a.  General
      Representations .
      The
      Client shall be deemed to have made a continuing representation as to the
      accuracy of any and all facts, material information and data which it supplies
      to BCGU and further acknowledges its awareness that BCGU will rely on such
      continuing representation in disseminating such information and otherwise
      performing its advisory functions. In the absence of notice in writing from
      the
      Client, BCGU will rely on the continuing accuracy of material, information
      and
      data supplied by the Client. BCGU represents that it has knowledge of and is
      experienced in providing the aforementioned services.





b.  Client .
      ANUI
      shall indemnify BCGU and it’s affiliates and may indemnify any person who was or
      is a party or is threatened to be made a party to any threatened, pending or
      completed action, suit or proceeding by reason of the fact that he or she is
      or
      was a shareholder, officer, employee or other agent of the Company or that,
      being or having been such a shareholder, officer, employee or agent, he or
      she
      is or was serving at the request of the Company as a manager, director, officer,
      employee or other agent of another limited liability company, corporation,
      partnership, joint venture, trust or other enterprise (all such persons being
      referred to hereinafter as an “agent”), to the fullest extent permitted by
      applicable law in effect on the date hereof and to such greater extent as
      applicable law may hereafter from time to time permit.





c.  BCGU .
      BCGU
      agrees to indemnify, defend, and shall hold harmless Client, its directors,
      employees and agents, and defend any action brought against same with respect
      to
      any claim, demand, cause of action, or liability, including reasonable
      attorneys’ fees, to the extent that such an action arises out of the gross
      negligence or willful misconduct of BCGU.





d.  Notice .
      In
      claiming indemnification hereunder, the indemnified party shall promptly provide
      the indemnifying party with written notice of any claim, which the indemnified
      party believes falls within the scope of the foregoing paragraphs. The
      indemnified party may, at its expense, assist in the defense if it so chooses,
      provided that the indemnifying party shall control such defense, and all
      negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnified party shall not be final without the
      indemnified party’s written consent, which shall not be unreasonably
      withheld.





e.  Affiliate .
      Affiliate shall mean shall mean any person directly or indirectly controlled
      by,
      controlling or under common control of any party to this Agreement.





6.  Compliance
      With Securities Laws and Form S-8 Issues





a.  BCGU
      has
      offered to perform the services referred to in this Agreement for cash payment
      in accordance with BCGU's traditional fee structure. In this case, the Client
      is
      unable to tender a complete cash payment due to the Client's interest in
      preserving cash to operate its business. Client requested that the BCGU consider
      converting BCGU's fee into shares of the Client's stock as a substitute to
      cash.
      BCGU agreed to accept the Client's stock in accordance with the terms herein.
      BCGU's fee is divided amongst various specific services that BCGU has been
      engaged to render. Some stock that BCGU receives as Compensation may be
      restricted shares; and portions of the Compensation outlined herein may be
      common shares that are to be registered in one or more different forms of
      registration statements.





b.  With
      respect to services that BCGU has been engaged to provide, specifically,
      traditional business, management, technical and operational consulting, and
      related public Client legal services (hereinafter these services shall
      collectively be referred to as "S-8 Eligible Services"), Client understands
      that
      any and all Compensation outlined in Exhibit A where Compensation is tendered
      to
      BCGU in the form of common shares of Client stock that are registered in a
      Form
      S-8 registration statement ("S8 Shares") under the Securities Act of 1933 shall
      be paid solely and exclusively as consideration for S-8 Eligible Services
      engaged in by BCGU on behalf of the Client as an independent contractor, and
      that receipt of:





(i)  any
      S8
      Shares, if any, shall be paid to a representative of BCGU that is a natural
      person; and that





(ii)  any
      S8
      Shares, if any, shall not be tendered to BCGU in order to compensate BCGU for
      any capital it has raised or has promised to raise for the Client; and
      that





(iii)  any
      S-8
      Shares, if any, shall not be tendered to BCGU for: (a) promoting or marketing
      of
      any Client securities; and (b) raising money for the Client.





c.  BCGU
      has
      not been engaged to provide Client with any type of stock promotion. BCGU is
      not
      in the business of stock promotion.





7.  Additional
      Provisions





a.  Termination





(i)  This
      Agreement may be terminated for any reason by either Party upon written notice
      to the non-Terminating Party. In such cases, the Termination shall be effective
      immediately from the date such written notice is received by the non-Terminating
      Party. Termination notification may be delivered via facsimile to the fax number
      listed herein for the Client or for BCGU.





(ii)  The
      Client may only be relieved of an Exhibit A Compensation obligation if the
      Termination notification is delivered in writing by or before the commencement
      of a respective Period. Once a Period commences, the Client shall be obligated
      to tender full payment for services rendered or to be rendered for that
      respective Period. Any termination subsequent to the commencement of a
      respective Period, regardless of fault or circumstances, shall not diminish
      BCGU's rights to the Compensation indicated in Exhibit A for that respective
      Period. Once Compensation, and any portion of the same, has been tendered to
      BCGU, it shall be deemed earned.





(iii)  If
      the
      Client falls to meet any of its obligations under this Agreement, BCGU shall
      have the right to terminate this Agreement, and the Client shall take all steps
      necessary to free the BCGU of any obligation to perform further, including,
      without limitation, the execution of any documents necessary to complete BCGU's
      discharge or withdrawal. The rights of BCGU hereunder are in addition to those
      created by statute or recognized by Rules of Professional Conduct.





b.  Modification .  This
      Agreement sets forth the entire understanding of the Parties with respect to
      the
      subject matter hereof. This Consulting Agreement may be amended only in writing
      signed by both Parties.





c.  Notices .
      Any
      notice required or permitted to be given hereunder shall be in writing and
      shall
      be mailed or otherwise delivered in person or by facsimile transmission at
      the
      address of such Party set forth above or to such other address or facsimile
      telephone number as the Party shall have furnished in writing to the other
      Party.





d.  Waiver .
      Any
      waiver by either Party of a breach of any provision of this Agreement shall
      not
      operate as or be construed to be a waiver of any other breach of that provision
      or of any breach of any other provision of this Agreement. The failure of a
      Party to insist upon strict adherence to any term of this Agreement on one
      or
      more occasions will not be considered a waiver or deprive that Party of the
      right thereafter to insist upon adherence to that term of any other term of
      this
      Agreement.





e.  Assignment .
      Exhibit
      A and Exhibit F compensation under this Agreement shall be assignable to any
      third party at the sole discretion of the BCGU.





f.  Severability .
      If any
      provision of this Agreement is invalid, illegal, or unenforceable, the balance
      of this Agreement shall remain in effect. If any provision is inapplicable
      to
      any person or circumstance, it shall nevertheless remain applicable to all
      other
      persons and circumstances.





g.  Disagreements .
      Any
      dispute or other disagreement arising from or out of this Agreement shall first
      be submitted to non-binding arbitration under the rules of the American
      Arbitration Association. Arbitration shall occur only in the State of
      California, County of San Diego. The interpretation and the enforcement of
      this
      Agreement shall be governed by California Law as applied to residents of the
      State of California relating to contracts executed in and to be performed solely
      within the State of California. In the event any dispute is arbitrated, the
      prevailing Party (as determined by the arbiter(s)) shall be entitled to recover
      that Party's reasonable attorney's fees incurred (as determined by the
      arbiter(s)).





h.  Specific
      Performance .
      BCGU
      shall have the right to demand specific performance of the terms, and each
      of
      them, of this Agreement.





i.  Execution
      of the Agreement .
      Client
      and the party executing this Agreement on behalf of the Client have the
      requisite corporate power and authority to enter into and carry out the terms
      and conditions of this Agreement, as well as all transactions contemplated
      hereunder. All corporate proceedings have been taken and all corporate
      authorizations and approvals have been secured which are necessary to authorize
      the execution, delivery and performance by Client of this Agreement. This
      Agreement has been duly and validly executed and delivered by Client and
      constitutes the valid and binding obligations of Client, enforceable in
      accordance with the respective terms contained herein. Upon delivery of this
      Agreement to BCGU, this
      Agreement, and the other Exhibits referred to herein, will constitute the valid
      and binding obligations of Client
      and BCGU ,
      and
      will be enforceable in accordance with their respective terms.





j.  No
      Warranty .
      Nothing
      in this Agreement and nothing in BCGU's statements to Client will be construed
      as a promise or guarantee about the outcome of Client's matter, including
      registration of the securities. BCGU makes no such promises or guarantees.
      BCGU's comments about the outcome of Client's matter are expressions of
      opinion(s) only.





k.  Costs .
      The
      Client agrees to pay BCGU, in addition to the Compensation designated in Exhibit
      A herein, all costs and expenses incurred in performing services in connection
      with the representation described in this Agreement. Such costs and expenses
      may
      include, without limitation, international long distance telephone calls,
      messenger and other deliveries, postage, charges for computer research and
      outside assisted legal research, expenses such as parking, airfare, meals and
      hotel accommodations, for photocopying and other reproduction charges, clerical
      staff overtime, word processing charges, charges for computer time, and other
      similar items. All such items will be charged to the Client at the BCGU's cost.
      The Client agrees to pay in advance all costs incurred in connection with the
      representation described herein, however, as a courtesy, BCGU from time to
      time
      will advance some of these minor costs and the Client will be billed for such
      advances. BCGU will attempt to obtain an estimate for any major expenses prior
      to incurring such an expense so that BCGU may clear such major expense with
      the
      Client. **BCGU
      shall be obligated to confer with the Client in writing (electronic or letter)
      prior to expending more than USD $100.00 in any one cost.**





In
      the
      event it becomes necessary for the Firm to institute legal action to recover
      any
      amount due pursuant to the terms of this Agreement, the prevailing party in
      such
      action will be entitled to reasonable attorney fees and costs incurred in such
      action and enforcement of any judgment.





8.  Conflicts
      of Interest .
      The
      Parties to this Agreement acknowledge that there may be conflicts of interest
      in
      having BCGU and it's affiliates performing certain services for the Client.
      By
      and through this Agreement, Client has been advised that periodically certain
      conflicts of interest may arise, of which BCGU shall advise Client verbally
      or
      in writing, and that it is advisable to seek outside independent legal counsel
      to address any such issue which Client believes may call into question BCGU's
      advisory responsibilities as described herein.





8.5  Client
      Should Seek Outside Counsel Prior to Executing This Agreement .
      BCGU
      recommends that Client seek outside legal counsel prior to executing this
      Agreement. The same outside counsel should address any questions or concerns
      related to this Agreement and should represent the interests of the Client
      regarding the same. Any direct communication between Client and BCGU regarding
      Client's concerns related to this Agreement are in contravention of BCGU's
      recommendation to seek outside counsel.





9.  Special
      Provisions for Legal Services





a.  Binding
      Arbitration for Legal Services Disputes .
      The
      Parties hereto agree that any dispute under this Agreement for legal services
      rendered shall be submitted to binding arbitration by the San Diego County
      Bar
      Association pursuant to California Business and Professions Code Section 6200
      et
      seq. or, should that organization decline to arbitrate the dispute, before
      the
      State Bar of California pursuant to California Business and Professions Code
      Section 6200. Subject to applicable Bar Association rules, the prevailing party
      in any such arbitration shall be awarded its reasonable costs and attorneys'
      fees incurred in connection with the dispute. For disputes for non-legal
      services, please see Section 7(g) of this Agreement.





b.  Section
      307 of the Sarbanes-Oxley Act of 2002 .
      Section
      307 of the Sarbanes Oxley Act of 2002 directs the Securities and Exchange
      Commission ("SEC" or the "Commission") to establish minimum standards of
      professional conduct for attorneys practicing before the SEC. This Agreement
      involves BCGU and it's affiliates engaging in efforts on behalf of the Client
      that involves "practicing before the SEC."





Section
      307 DOES NOT mandate that an attorney reveal or disclose client confidence
      or
      secrets. However, the Section and the rules related thereto do provide that
      an
      attorney may, without the consent of the Client, reveal confidential
      information, to the extent reasonably necessary to (1) prevent the Client from
      committing a material violation likely to cause substantial financial injury
      to
      the Client and its shareholders; (2) to prevent the Client from committing
      an
      illegal act; and (3) to rectify the consequences of a material violation or
      illegal act in which BCGU's services have been used.





If
      BCGU
      discovers "evidence of a material violation" of a securities law, BCGU has
      an
      affirmative duty to report the violation or a potential violation to the CEO
      of
      the Client or its Chief Legal Officer ("CLO"). The term "evidence of a material
      violation" is defined as "credible evidence based upon which it would be
      unreasonable, under the circumstances, for a prudent and competent attorney
      not
      to conclude that it is reasonably likely that a material violation has occurred,
      is ongoing, or is about to occur."





BCGU
      will
      report such activities internally, and Client hereby agrees to conduct an
      internal investigation into such matters, and to take appropriate steps,
      including taking affirmative or negative corrective actions, in order to remedy
      the matter.




c.  No
      Duty to Investigate or Supervise Consultants or Employees .
      BCGU
      has not been engaged to conduct any investigations, background checks or
      surveillance, of any kind, related to any consultant or employee that Client
      has
      engaged, hired, or a consultant that may be engaged or hired in the future.
      Specifically, with respect to Form S-8 compensation, BCGU has not been engaged
      to supervise any consultant or employee; nor has BCGU been asked to request
      work
      product from any Client consultant or employee.





10.  Specific
      Power of Attorney .
      Client
      specifically grants BCGU the right to request and receive materials of any
      nature from a holder of those materials to the extent that the requested
      materials contain information related to the Client's shareholders. Client
      has
      knowledge that BCGU may use the requested materials in order to deliver to
      the
      Client's shareholders fact-based data regarding the Client. By executing this
      Agreement, Client approves of this specific power of attorney.





**SIGNATURE
      PAGE**





THE
      UNDERSIGNED HAS READ THE FOREGOING AGREEMENT, APPROVED IT, AND AGREES WITH
      ALL
      OF ITS TERMS AND CONDITIONS.





The
      signatures on Page One of this Agreement shall represent the offer of BCGU
      and
      the below signatures shall represent your acceptance of the same
      offer.





Dated:  November
      2, 2004    CLIENT


Alpha
      Nutraceuticals, Inc.








By:  __/s/
      Jim Cartmill____________________________


*
      Jim
      Cartmill




**ANUI
      hereby appoints Jim Cartmill as Chief Legal Officer. (Please See Section 9(b)
      of
      this Agreement).**





***Jim
      Cartmill currently serves as the CEO of ANUI.**





______________________________________________________________________________________





**Please
      initial each page and fax back the executed agreement to the fax number:
      760-230-2305**











**EXHIBIT
      A:**





**"Compensation"**





**This
      Exhibit A shall be incorporated by reference into the
      attached**


**Engagement
      Agreement ("Agreement")**


**executed
      on the 2** **nd** **day of November, 2004,**


**by
      and between BCGU and ANUI.**





______________________________________________________________________________________





All
      Compensation is subject to Section 7(a) of the Agreement.


______________________________________________________________________________________





**Exhibit
      A Compensation shall be** :





[
      ] Time
      based





[
      X ]
      Event/Performance Based





[
      ] Both
      Time and Event/Performance Based as indicated below


**_____________________________________________________________________________________**





**Retainer** .
      Within
      5 days of the execution of the Agreement, Alpha Nutraceuticals shall tender
      via
      check or wire transfer, the sum of USD $30,000. BCGU acknowledges receipt of
      these funds.





**Period
      One Compensation** .
      Within
      10 days of the execution of this Agreement, BCGU or its assignee shall be issued
      a warrant ("Warrant") to purchase 7.5% of the then issued and outstanding common
      shares for USD $.001 per share. This Warrant shall have anti-dilution rights
      such that the number of shares issuable under the Warrant shall not be
      diminished should there be a recapitalization, reverse split or other change
      in
      the common stock capital of the Client within 6 months of the date of the
      issuance of the Warrant.





**Period
      Two Compensation** .
      Within
      10 days of the Client being a fully reporting company under the securities
      laws
      of the United States, BCGU or its assignee, shall be issued a warrant ("Warrant
      Two") to purchase 2.5% of the then issued and outstanding common shares of
      the
      Client for USD $.001 per share.





**Period
      Three Compensation** .
      Within
      30 days of the Client being listed to trade on the over-the-counter bulletin
      board trading system, BCGU shall be issued a warrant ("Warrant Three") to
      purchase 2.5% of the then issued and outstanding common shares of the Client
      for
      USD $.001 per share.


______________________________________________________________________________________








**EXHIBIT
      B:**





**"BCGU
      Professional Services"**





**This
      Exhibit B shall be incorporated by reference into the
      attached**


**Engagement
      Agreement ("Agreement")**


**executed
      on the 2** **nd** **day of November, 2004,**


**by
      and between BCGU and ANUI.**








[
      X
      ]  Legal
      Services





[
      X
      ]  General
      corporate advisory and transactional legal work





*Specific
      Tasks* :
      including Business Plan, PPM, restructuring





[
      X
      ]  SEC
      Reporting





*Specific
      Tasks* :
      SEC
      reporting work, OTCBB listing





[
      X
      ]  EDGAR
      Services





[
      X
      ]  AudioStocks.com  ̈





[
      X
      ]  Shareholder
      Management Software





[
      X
      ]  Merger
      & Acquisition Advisory Services ("M&A"), Consulting and Merchant  Banking §








**EXHIBIT
      C:**





**"Additional
      Document References"**





**This
      Exhibit C shall be incorporated by reference into the
      attached**


**Engagement
      Agreement ("Agreement")**


**executed
      on the 2** **nd** **day of November, 2004,**


**by
      and between BCGU and ANUI.**








These
      additional documents shall be incorporated herein by reference:





·  August
      12, 2004 Proposal to ANUI **EXHIBIT
      D:**





**NON-DISCLOSURE
      and NON-CIRCUMVENTION (“NDA”)**





**This
      Exhibit D shall be incorporated by reference into the
      attached**


**Engagement
      Agreement ("Agreement")**


**executed
      on the 2** **nd** **day of November, 2004,**


**by
      and between BCGU and ANUI.**





This
      NDA
      is made effective and executed as of the date above by and between Business
      Consulting Group Unlimited (hereinafter “BCGU”) and Alpha Nutraceuticals, Inc.
      and any and all entities it controls or has significant business relationships
      with (hereinafter collectively referred to as “Client”) in an effort to (1)
      assure the protection and preservation of the confidential and/or proprietary
      nature of information disclosed or made available, or to be disclosed or made
      available, to each other in connection with certain discussions and/or
      negotiations with respect to the subject or subjects summarized and so stated
      below; and (2) to prevent circumvention by Client against BCGU related to a
      “Protected Party” (as defined below) which shall be disclosed to Client by BCGU
      subsequent to the execution of the Agreement.





Whereas
      the parties desire to assure the confidential status of the information which
      may be disclosed to each other;





Now,
      therefore, in reliance upon and in consideration of the following undertakings,
      the parties agree as follows:





A.
            Subject
                to the limitations set forth in Paragraph 2 of this NDA, all information
                disclosed to the other party shall be deemed "proprietary information."
                In
                particular, proprietary information shall be deemed to include any
                information, including but not limited to a marketing technique,
                publicity
                technique, public relations technique, process, algorithm, program,
                design, drawing, mask work, formula, or test data research, work
                in
                progress, future development, engineering, manufacturing, marketing,
                servicing, financing, or personal matter relating to the disclosing
                party,
                its present or future products, sales, suppliers, clients, customers,
                employees, investors, or business, whether in whole or in part, oral,
                written, graphic, or in an electronic
                form.





B.
            The
                term "proprietary information" shall not be deemed to include any
                information which (i) is now, or hereafter becomes, through no act
                or
                failure to act on the part of receiving party, generally known or
                available information; (ii) is known by the receiving party at the
                time of
                receiving such information as evidenced by its records; (iii) is
                hereafter
                furnished to the receiving party by a third party, as a matter of
                right
                and without restriction on non-disclosure; (iv) is independently
                developed
                by the receiving party without reference to the information disclosed
                hereunder; or (v) is the subject of a written permission to disclose
                provided by the disclosing party.





Not
      withstanding any other provision of this NDA, disclosure of proprietary
      information shall not be precluded if such disclosure:





1.  Is
      in
      response to a valid order of a Court or other governmental body of  the
      United States of America, or any other political subdivision
      thereof;


2.  Is
      otherwise required by law; or


3.  Is
      otherwise necessary to establish rights or enforce obligations under  this
      agreement, but only to the extent that any such disclosure is  necessary.





In
      the
      event that the receiving party is requested in any proceedings before a court
      or
      any governmental body to disclose proprietary information, it shall give
      disclosing party prompt notice of such request so that the disclosing party
      may
      seek an appropriate protective order. If in the absence of a protective order,
      the receiving party is nonetheless compelled to disclose proprietary
      information, the receiving party may disclose such information without liability
      hereunder; provided however, that such party gives the disclosing party advanced
      written notice of the information to be disclosed and upon the request and
      at
      the expense of the disclosing party, uses its best efforts to obtain assurances
      that confidential treatment will be accorded to such information.





C.
            Each
                party shall maintain trust and confidence and not disclose to any
                third
                party or use for any unauthorized purpose any proprietary information
                received from the other party. Each party may use such proprietary
                information in the extent required to accomplish the purpose of the
                discussions with respect to the subject. Proprietary information
                shall not
                be used for any purpose or in any manner that would constitute a
                violation
                of a valid law or regulation, including without limitation, export
                control
                law of the United States of America or Canada. No other rights or
                licenses
                to trademarks, inventions, copyrights or patents are implied or granted
                under this NDA.





D.
            Proprietary
                information supplied shall not be reproduced in any form except as
                required to accomplish the intent of this
                NDA.





E.
            The
                responsibilities of the parties are limited to using their best efforts to
                protect the proprietary information received with the same degree
                of care
                used to protect their own proprietary information from unauthorized
                use or
                disclosure. Both parties shall advise their employees or agents who
                might
                have access to such proprietary information of the confidential nature
                of
                said proprietary information and that by receiving such information,
                they
                are agreeing to be bound by this NDA. No proprietary information
                shall be
                disclosed to any officer, employee, or agent of either party who
                does not
                have a need for such information for the purpose of the discussions
                which
                are the subject of this NDA.





F.
            All
                proprietary information (including all copies thereof) shall remain
                the
                property of the disclosing party and shall be returned to the disclosing
                party after the party's need for such information has expired, or
                upon
                request by the disclosing party, and in any event, upon completion
                or
                termination of this NDA. The receiving party further agrees to destroy
                all
                notes and copies thereof made by its officers and employees containing
                or
                based on any proprietary information and to cause all agents and
                representatives to whom or which proprietary information has been
                disclosed to destroy all notes and copies in their possession that
                contain
                proprietary information.





G.
            This
                NDA shall survive any termination of the discussions which are the
                subject
                of this Agreement, and shall continue in full force and effect until
                such
                time as parties mutually agree to terminate
                it.





H.
            This
                NDA shall be governed by the laws of the United States of America,
                and as
                those laws that are applied to contracts entered into and to be performed
                in all states. Should any revision or part of this NDA be determined
                to be
                void, invalid, or otherwise unenforceable by any Court or tribunal
                of
                competent jurisdiction, such determination shall not effect the remaining
                provisions of this NDA which shall remain in full force and
                effect.





I.
            This
                NDA contains the full and final, complete and exclusive terms of
                the
                parties relating to the subject from which this NDA was created.
                This NDA
                shall supercede any prior Agreement, whether oral or written. This
                NDA may
                not be changed and or otherwise modified or amended except with a
                subsequent written instrument executed by both/all
                parties.





J.
            Each
                Party acknowledges and agrees that in the event of any breach by
                either
                party, including without limitations, the actual or threatened disclosure
                of a disclosing party's proprietary information without the prior
                express
                written consent of said party, the disclosing party will suffer
                irreparable damage and injury such that no remedy at law will afford
                adequate protection against or appropriate compensation for such
                injury.
                Accordingly, each party hereby agrees that the other party shall
                be
                entitled to specific performance of a receiving party's obligations
                under
                this Agreement. As well, further injunctive relief may be sought,
                and
                granted by a Court of competent
                jurisdiction.





K.
            Non-Circumvention.
                Client acknowledges that disclosure of information or circumvention
                in
                contravention of this Agreement could cause irreparable injury to
                the
                non-disclosing party for which there would not be an adequate remedy
                at
                law. Accordingly, in addition to any other remedies, Recipient shall
                have
                the right to injunctive relief. During the NDA, and for a period
                of no
                less than two years after its termination, if the Client engages
                in any
                financial or other business transaction with any BCGU Protected Party,
                then the Client shall pay BCGU, immediately at the closing of that
                transaction, compensation (in cash and/or equity, at the discretion
                of
                BCGU) equal to the amount of financial benefit gained by Client.
                The term
                “BCGU Protected Party” shall mean any person or entity that either BCGU
                introduced to the Client in connection with the Agreement, or a third
                party person or entity that has a business or other affiliation with
                any
                person or entity that BCGU introduced to the Client in connection
                with
                BCGU’s services under the Agreement.





L.  No
      Contact With Protected Party .
      Unless
      authorized by BCGU in writing, under no other circumstances, shall Client make
      any effort to contact a BCGU Protected Party. Any and all contact information
      regarding the proprietary information is being provided solely for evaluative
      purposes only. The evaluative nature of this information is meant solely to
      assist Client in deciding whether or not they wish to execute a compensatory  arrangement
      with BCGU with respect to a potential business dealing with the BCGU Protected
      Party.











**EXHIBIT
      E:**





**"BUSINESS
      DEVELOPMENT AGREEMENT"**





**This
      Exhibit E shall be incorporated by reference into the
      attached**


**Engagement
      Agreement ("Agreement")**


**executed
      on the 2** **nd** **day of November, 2004,**


**by
      and between BCGU and ANUI.**





**THE
      DEFINITIONS AND TERMS CONTAINED BELOW ARE EXCLUSIVE TERMS FOR THIS BUSINESS
      DEVELOPMENT AGREEMENT**





This
      BUSINESS DEVELOPMENT BDA ("BDA") is entered into on the date above, by and
      between Business Consulting Group Unlimited, Inc. (hereinafter referred to
      as
      "BCGU" or "Intermediary"), a Nevada Corporation and Alpha Nutraceuticals, Inc.
      (hereinafter referred to as "Client" or "ANUI").





A.  Engagement .
      Client
      hereby engages Intermediary to assist in identifying,  developing,
      and when requested to do so by Client,  qualifying
      and/or advising  with
      respect to one or more prospective business opportunities (hereinafter  referred
      to as the "Engagement").





B.  Purpose
      of the BDA .
      BCGU is
      engaged to (i) serve as a liaison and referral  source
      to
      bring business opportunities to ANUI and its Affiliates in a number of  fashions,
      including, without limitation, mergers and acquisitions, collateralized  debt
      obligations, partnering, licensing, co-branding and other business related  affiliations
      (the “Transactions”) (ii) serve as a non-exclusive finder for ANUI and
      its  Affiliates
      with respect to related ventures and (iii) such other lawful purposes as  the
      undersigned shall determine.





C.
            Appointment
                as Client's Finder.
                ANUI hereby authorizes the Company, on a non-exclusive basis, to
                identify
                investors, underwriters, joint ventures, lenders and/or guarantors
                (collectively “Investors”) interested in providing Financing to ANUI or
                its Affiliates or portfolio companies (the “ANUI Entities”) on terms
                acceptable to the ANUI Entities and the Investors.  It is agreed that
                the Company shall have no continuing role or part in negotiations
                or
                relationship between any Investors when the Company identifies to
                the ANUI
                Entities; and that the Company is not now, nor shall it ever be,
                an agent
                of the ANUI Entities with respect to the provision of Financing.
                It is
                further understood that the Company is acting as a finder only, is
                not a
                licensed securities or real estate broker or dealer, and shall have
                no
                authority to enter into any Financing commitments on behalf of ANUI,
                its
                affiliates or portfolio companies, or to negotiate the terms of any
                potential Financing or to hold any funds or securities in connection
                with
                any potential Financing or to perform any act which would require
                the
                Company to become licensed as a securities or real estate broker
                or
                dealer.





D.  **Acceptance
      of Opportunities** .
      Client
      shall have the sole and absolute right to  make,
      accept or reject any offer or opportunity arising from this BDA.





E.
            Terms
                of Client Submission to Success Fees.
                Client guaranties Intermediary that if a Transaction is effected
                between
                Client and an Intermediary Protected Party ("IPP" or a "Seller"),
                then
                Client will pay Intermediary a success fee ("Success Fee") in accordance
                with the Schedule of Success Fees set forth below. The term IPP shall
                mean
                any person or entity that either Intermediary introduced directly
                or
                indirectly (as in the case of a person or entity that was introduced
                to
                the Client by a party (person or entity) who is an IPP) to the Client
                in
                connection with this BDA Engagement. This shall also include all
                persons
                and entities whose business or financing needs was provided for,
                in whole
                or in part, by Intermediary within 60 months of the date of the execution
                of this BDA. All BCGU Protected Parties referred to in Exhibit D
                are IPPs.





1.  Schedule
      of Success Fees





a.  Any
      Business Combination Between Client and a Publicly Trading or
      Publicly Reporting Company





(1)  5%
      of the
      post-Transaction common shares ("Shares") of the
      post-merger company/entity;





b.  Sales
      of Goods and/or Services





(1)  In
      the
      case where BCGU or an IPP's effort results in the  sale
      of
      one or more of the Client's products or services, BCGU
      shall be paid a flat success fee of 5% of the gross value
      of
      the products or services delivered for as long as the
      Clients' products or services are delivered to that IPP or
      related party.





c.  Non-Business
      Combination Transactions





(1)  If
      there
      is a sale of an asset or business by the Client as a result
      of
      the Intermediary’s efforts and items a. or b. above (in
      this
“Schedule of Success Fees”) are not applicable,  Intermediary
      shall be paid 5% of the Total Value of the Transaction.
      For the purposes of this BDA, Total Value shall
      be
      considered the entire value, tangible and intangible,
      of all consideration received by Client, or an affiliate
      of Client, from a Transaction.





d.  Financing





(1)  5%
      of any
      amount up to USD $1,000,000;


(2)  4%
      of
      amounts from $1,000,001 to $2,000,000;


(3)  3%
      of
      amounts from $2,000,001 to $3,000,000;


(4)  2%
      of any
      amount over $3,000,000.




F.
            Invalidation
                of Success Fees.
                No Success Fee shall be payable under this BDA if within three (3)
                business days of identification to Client by Intermediary of a prospective
                purchaser or IPP introduced to Client by Intermediary, Client notifies
                Intermediary of, and upon request provides to Intermediary verifiable
                evidence of prior and on-going discussions concerning a possible
                Transaction(s) to/with said prospective purchaser or IPP by Client.
                Notification under this paragraph must be made in writing to the
                Intermediary, and may be tendered via facsimile transmission at (760)
                230-2305.





G.
            Method
                and Terms of Payment of Success Fees.
                Any Success Fee owed to Intermediary by Client shall be paid in full
                in
                cash or certified or bank check or stock (at the discretion of the
                Intermediary) at the closing of any Transactions ("Closing"), except
                where
                portions of the Total Value are to be determined after Closing, and
                then
                the portions of the Success Fee attributable to such subsequently
                determined portions of the Total Value shall be paid to Intermediary
                by
                Client in cash or certified or bank check or stock coincident with
                the
                payment of such subsequently determined portions of the Total Value.
                Any
                such portions of the Total Value determined after Closing shall be
                considered additive for the purposes of the Schedule of Success Fees
                to
                the portion of the Total Value determined at Closing. In the event
                the
                purchase price does not include enough cash payment to pay the Success
                Fees, Client shall have the option to pay the Success Fees in the
                form of
                the stock or other form of consideration Client receives in the
                Transaction.





H.
            Disclosure
                of Success Fee in Transaction Documents.
                Client will include language describing Client's fee responsibility
                to
                Intermediary in the transaction documents for any Transactions. Upon
                request, Client will provide Intermediary with copies of all transaction
                documents and give Intermediary adequate advance notice of the time
                and
                place of Closing, which Intermediary shall have the right to
                attend.





I.  Financing .
      Financing shall mean all amounts furnished to or for the use of any iii Entity
      with Investors directed or introduced by, or through the efforts of, the Company
      after the date of this Agreement, whether by investment in equity or debt
      securities of any ANUI Entity, loans, loan commitments, guarantees of
      indebtedness, leasing, sale and leaseback, joint ventures or
      licenses.





J.
            Post-Transaction
                Stock Splits, Combinations and Dividends.
                If the Shares related to the Success Fee are, for a period of 12
                months
                subsequent to the related Transaction, subdivided or combined into
                a
                greater or smaller number of shares of common stock, or if a dividend
                is
                paid on the common stock in shares of common stock, the number of
                Shares
                due and payable to BCGU shall be proportionately reduced in case
                of
                subdivision of shares or stock dividend or proportionately increased
                in
                the case of combination of shares, in each such case by the ratio
                which
                the total number of shares of common stock outstanding immediately
                after
                such event bears to the total number of shares of common stock outstanding
                immediately prior to such event.





K.
            Expiration
                of the BDA.
                The expiration of this BDA shall be 18 months after the date hereof
                or
                thirty days after written notice of termination from Client received
                by
                Intermediary at Intermediary's address below, whichever is later.
                However,
                Client's Success Fee obligations to Intermediary arising out of this
                BDA
                from a Transaction by Client to a business introduced to, or dealt
                with on
                behalf of, Client by Intermediary during the term hereof, shall survive
                for five (5) years after the expiration of this
                BDA.





L.
            Assignment.
                This BDA shall be binding upon and inure to the benefit of the parties
                hereto and their respective heirs, successors and
                assigns.


 ̈   Form
          S-8
          registered shares may not be used to compensate BCGU or any of it's affiliates
          for these services. This is not an admission that these services are
          "promotional" in nature. Should this box be checked, with reference to
          the
          Exhibit A Compensation, the following has been paid to BCGU or a BCGU affiliate
          for AudioStocks.com services:
 
 5,000
          common shares of the Exhibit A Compensation
 §   Any
          M&A and general business development consulting compensation shall be
          defined by the terms in Exhibit E
          exclusively.