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In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Omni Nutraceuticals, Inc. and subsidiary as of December 31, 2000 and 1999 as previously restated, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000 in conformity with generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred a loss from current operations of 13,472,000 for the year ended December 31, 2000, has an a retained deficit of 41,358,000 as of December 31, 2000, and it had negative cash flows from operations of 4,129,000 for the year ended December 31, 2000.

As a condition of a waiver obtained in May 2000, the Term Loan and Revolving Loan agreements were amended to change the expiration dates of both facilities to April 30, 2001. Further, under the amendment, the lender will require us to meet certain revised financial ratios. On October 23, 2000, the Term Loan was amended to include a waiver of all existing defaults and an extension of the term to July 30, 2002. On October 23, 2000, the credit facility was also amended with respect to both its term debt and revolving credit agreements.

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