ADVANCED HEALTHCARE TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>v04592_ex10-1.txt
<TEXT>


                         RELEASE AND INDEMNITY AGREEMENT

      This Release and Indemnity Agreement  ("Agreement") is made as of the 30th
day of June,  2004, by and between  Advanced  Healthcare  Technologies,  Inc., a
Nevada corporation (the "Company") and Johnny Sanchez (the "Seller").

                                    RECITALS

      A. The Seller is  selling  126,000,000  shares  (the  "Shares")  of common
stock, par value $0.001 per share (the "Common Stock") of the Company to Richard
Mangiarelli  (the  "Purchaser")  pursuant to a Stock Purchase  Agreement of even
date herewith (the "Stock Purchase Agreement").

      B. The Company and the Seller are entering into this Agreement pursuant to
Section 2.3.11 of the Stock Purchase Agreement.

                                    AGREEMENT

      It is agreed as follows:

      1. RELEASE, INDEMNITY, AND COOPERATION.

         1.1 Release by Seller. The Seller, on behalf of himself and his agents,
attorneys,  insurers,  heirs,  assigns,   beneficiaries,   executors,  trustees,
conservators, representatives, predecessors-in-interest, successors-in-interest,
and  whomsoever  may claim by, under or through them, and all persons acting by,
through,  under or in concert with any of them (the "Releasing  Parties") hereby
irrevocably and unconditionally  forever release,  remise,  acquit and discharge
the  Company  from and against any and all debts,  obligations,  losses,  costs,
promises, covenants, agreements, contracts,  endorsements, bonds, controversies,
suits, actions,  causes of action,  misrepresentations,  defamatory  statements,
tortious  conduct,  acts  or  omissions,   rights,   obligations,   liabilities,
judgments, damages, expenses, claims,  counterclaims,  cross-claims, or demands,
in law or equity,  asserted  or  unasserted,  express or  implied,  foreseen  or
unforeseen,  real or  imaginary,  alleged or actual,  suspected or  unsuspected,
known  or  unknown,  liquidated  or  non-liquidated,  of any kind or  nature  or
description whatsoever, arising from the beginning of the world through the date
of this Agreement which each of the Releasing Parties ever had,  presently have,
may have, or claim or assert to have, or hereafter  have,  may have, or claim or
assert to have, against the Company (the "Released Claims").

         1.2  Indemnification by Seller. The Seller shall indemnify and hold the
Company and the  Purchaser  harmless in respect of any and all claims,  demands,
actions,  causes of action,  damages,  losses,  costs,  liabilities  or expenses
(hereinafter  referred to as "Claim") that existed, or is based on any action or
inaction  that  occurred,  prior to the  Closing  Date (as  defined in the Stock
Purchase Agreement).

         1.3 Further Assurances; Cooperation. Each party hereto will execute and
deliver  such  instruments  and take such other  actions  as the other  party or
parties,  as the case may be, may  reasonably  require in order to carry out the
intent of this Agreement.  Without limiting the generality of the foregoing,  at
any time after the Closing, at the request of the Company or the Purchaser,  and


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without  further  consideration,  the Seller will execute such  documents as and
take such action as the Company may  reasonably  deem  necessary or desirable in
order to timely prepare and file any future SEC Reports (as defined in the Stock
Purchase  Agreement)  that the  Company  seeks to file with the  Securities  and
Exchange  Commission  under  the  Securities  Act of 1933,  as  amended,  or the
Securities Exchange Act of 1934, as amended, including,  without limitation, the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004.

      2. CONSIDERATION.  In consideration  for the covenants made  by the Seller
set  forth  in  Section  1,  the  Company   agrees  to  deliver  the   following
consideration concurrently herewith:

         2.1   Membership Interest in Nutratek, LLC. The Company agrees to sell,
transfer and assign all of the Company's membership interest in Nutratek, LLC, a
Utah limited liability company ("Nutratek"), to the Seller.

      3. DELIVERIES.

         3.1  Deliveries  by  Company.  At the  Closing (as defined in the Stock
Purchase  Agreement),  the Company shall deliver or cause to be delivered all of
the following to the Seller:

              3.1.1 Certificates  representing the Company's membership interest
in Nutratek  which are either  duly  endorsed or  accompanied  by duly  endorsed
assignments separate from certificate, or, in the event such certificates do not
exist, an executed amendment to the operating  agreement of Nutratek  evidencing
the assignment of the Company's  membership  interest in Nutratek to the Seller;
and

              3.1.2 such other  documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.

         3.2 Seller Deliveries. At the Closing (as defined in the Stock Purchase
Agreement), the Seller will deliver the following to the Company:

             3.2.1  In the event that no  certificates  evidencing the Company's
membership  interest in Nutratek exist,  an executed  amendment to the operating
agreement of Nutratek  evidencing  the  assignment of the  Company's  membership
interest in Nutratek to the Seller; and

             3.2.2  such other  documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.

      4. MISCELLANEOUS.

         4.1 Governing  Law. This  Agreement  shall be governed by and construed
under the laws of the State of California.


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         4.2  Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assigns,  heirs,  executors,  and  administrators  of the
parties hereto.

         4.3  Entire  Agreement.  This  Agreement  and the  Exhibits  hereto and
thereto,  and  the  other  documents  delivered  pursuant  hereto  and  thereto,
constitute  the full and entire  understanding  and agreement  among the parties
with regard to the subjects  hereof and no party shall be liable or bound to any
other  party in any manner by any  representations,  warranties,  covenants,  or
agreements  except as specifically set forth herein or therein.  Nothing in this
Agreement,  express or implied, is intended to confer upon any party, other than
the parties  hereto and their  respective  successors  and assigns,  any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided herein.

         4.4  Severability.  In case any  provision of this  Agreement  shall be
invalid,  illegal,  or  unenforceable,  it shall to the extent  practicable,  be
modified so as to make it valid,  legal and  enforceable and to retain as nearly
as  practicable  the intent of the  parties,  and the  validity,  legality,  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

         4.5 Amendment and Waiver. Except as otherwise provided herein, any term
of this  Agreement  may be  amended,  and  the  observance  of any  term of this
Agreement may be waived (either  generally or in a particular  instance,  either
retroactively  or  prospectively,  and either for a specified  period of time or
indefinitely), with the written consent of the Company and the Seller.

         4.6 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective when delivered  personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is
mailed by registered  mail,  return receipt  requested,  or when received by the
addressee,  if sent by Express Mail,  Federal Express or other express  delivery
service  (receipt  requested) in each case to the appropriate  address set forth
below:

         If to the Seller:         Johnny Sanchez
                                   10421 South Jordan Gateway # 550
                                   South Jordan, Utah 84095

         If to the Company:        Advanced Healthcare Technologies, Inc.
                                   2820 La Mirada, Suite H
                                   Vista, CA 92081

         4.7  Titles  and   Subtitles.   The  titles  of  the   paragraphs   and
subparagraphs  of this  Agreement are for  convenience of reference only and are
not to be considered in construing this Agreement.


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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first set forth above.

COMPANY:                             ADVANCED HEALTHCARE TECHNOLOGIES, INC.

                                     /s/ Johnny Sanchez
                                     ------------------------------------------
                                     By: Johnny Sanchez, President

SELLER:                              JOHNNY SANCHEZ

                                     /s/ Johnny Sanchez







               (Signature Page to Release and Indemnity Agreement)





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