EXHIBIT 10.05

BRANDING AND MARKETING AGREEMENT

This Branding and Marketing Agreement (“Agreement”), dated December [__], 2007 (the “Effective Date”), is made and entered into by and between Specialty Nutrition Group, Inc., a Florida corporation (“Contractor”), and Health Enhancement Products, Inc. an Arizona corporation (“Client”).

WHEREAS , Contractor consults on and implements strategic marketing and branding solutions; and

WHEREAS , Client wishes to engage Contractor to reposition, rebrand and repackage Clients product currently called “ProAlgazyme” (the “Product”) as more particularly described on a Statement of Work (as defined below); and

WHEREAS , Contractor wishes to reposition, rebrand and repackage ProAlgazyme  upon the terms and conditions of this Agreement.

NOW , THEREFORE , in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree to the foregoing and as follows:

1.

GENERAL

This Agreement represents the terms and conditions under which Contractor shall reposition, rebrand and repackage ProAlgazyme pursuant to a statement of work (“Statement of Work” or “Project”) which shall be substantially similar in form and substance to the Statement of Work attached hereto as Exhibit A.  If the Project increases or changes to include more Statements of Work, each Statement of Work entered into by the parties shall incorporate by reference the terms of this Agreement and shall be made a part hereof; provided, however, the contents of any Statement of Work shall take precedence over any conflicting provision in this Agreement solely to the extent necessary to resolve such conflict.

2.

CONTRACTOR RESPONSIBILITIES

2.1

Repositioning, Rebranding and Repackaging.

Contractor shall propose and implement the repositioning, rebranding and repackaging strategies in accordance with the terms set forth in the applicable Statement of Work.  Contractor shall design and implement the aforementioned strategy with the assistance of Client and/or such third parties as may be designated by Client.

3.

CLIENT RESPONSIBILITIES

3.1

Content and Materials .

Client shall provide all Client Materials specified in the applicable Statement of Work or as otherwise required by Contractor in order to develop the repositioning, rebranding and repackaging strategies.

4.

IMPLEMENTATION

4.1

Timetables .

Contractor shall use commercially reasonable efforts to implement the Project in accordance with the timetables agreed to by the parties and set forth in the applicable Statement of Work.  Client acknowledges that a delay by Client in performing its obligations hereunder with respect to the Project may result in delay by Contractor in meeting the milestones identified in such timetables.

5.

INTELLECTUAL PROPERTY

5.1

Client Materials .

5.1.1

Warranty; Indemnification .  Client hereby represents and warrants that it possesses all necessary rights and privileges to use and publish the Client Materials and to permit Contractor to do so.  Should any of the Client Materials become, or in Client’s opinion, be likely to become, the subject of any third-party claim for infringement of any copyright, trademark, service mark, trade name, or similar proprietary rights conferred by contract, by common law, or by any law of the United States of America or any state or foreign government (an “Infringement Claim”), Client may, at its option, but shall not be obligated to: (a) instruct Contractor to continue using the allegedly infringing materials and indemnify, defend, and hold harmless Contractor and its employees, agents, successors, and assigns from and against any and all costs, expenses or losses (including reasonable attorneys’ fees) arising from or in connection with such Infringement Claim; (b) procure, at no cost to Contractor, the right to continue to use the allegedly infringing item; or (c) replace, remove, and/or modify the allegedly infringing materials to make them non-infringing.  If Client elects not to remedy the infringement by procuring the right to continue to use or by replacing, removing, or modifying the allegedly infringing material, then Contractor may, at its sole option, immediately terminate the Statement(s) of Work and Client shall pay Contractor in full for any and all services performed up to the date of termination regardless of whether the Project is completed and shall further indemnify Contractor and its employees, agents, successors, and assigns from and against any and all costs, expenses, or losses (including reasonable attorneys’ fees) arising from or in connection with such Infringement Claim.

2

5.1.2

Sale of Products . Client shall indemnify, defend and reimburse Contractor for, and hold Contractor harmless from, any and all third-party claims or lawsuits and any resulting costs (including reasonable attorneys’ fees), damages, losses, consequences, awards and judgments:  (a) based on the use by Client or any third party of information or data retrieved from or produced by Contractor within the requirements of the Statement of Work;(b) for injury to any person or property attributable in whole or in part, directly or indirectly, to any sale of the Product; or (c) for any criminal or civil fines or actions, including any fines or action deriving from or relating to injury to any person or property, relating to any violation of federal, state, local or international laws or regulations relating in whole or in part, directly or indirectly, to the promotion or sale of the Product.

5.2

Contractor Materials .

5.2.1

Developed Materials .  Contractor hereby assigns, sells, and transfers ownership of all text, photos, graphics, recordings, or other materials of any kind and nature, other than Stock Materials (as defined below), originally developed by Contractor for use in the repackaging, rebranding and repositioning of the Product and specifically relating to Client (including, but not limited to, logos, photographs, or graphic representations of Client’s personnel or premises, descriptions of Client’s business practices, and other materials relating to Client’s identity in the marketplace) (“Developed Materials”), including all copyright and other intellectual property rights therein, so that Client shall own, without any restriction of any kind, all rights and benefits of use and ownership in all Developed Materials for all forms of media.  Client hereby grants to Contractor a limited right and license to use the Developed Materials solely in connection with the provision of the services by Contractor pursuant to the terms of this Agreement.

5.2.2

Stock Materials . Contractor hereby grants to Client a restricted, non-exclusive, non-transferable license to use all text, photos, graphics, recordings, or other materials of any kind and nature, other than Developed Materials (as defined above), originally developed by Contractor or licensed to Contractor for general use by Contractor in the development of branding strategies for its clients (“Stock Materials”), including, but not limited to, stock photography, buttons, backgrounds, clip art, and menu hierarchies, regardless of whether such Stock Materials are developed by or licensed to Contractor before, during, or after the provision of the services pursuant to this Agreement; provided, however, that for any Stock Materials that have been licensed to Contractor, Contractor grants the foregoing license to Client to use such licensed Stock Materials subject the restrictions, if any, of the license(s) granted to Contractor.  The license granted by Contractor shall extend solely to the use of the Stock Materials by Client in connection with the sales and marketing of the Product.  Any republication, resale, sublicensing, leasing, rentin