AMENDMENT

Exhibit 10.12

                                    AMENDMENT

         This Amendment (the "Amendment") is made and entered into effective
July 13, 2005 (the "Effective Date"), by and among American Consolidated
Management Group, Inc., a Utah corporation with its principal offices at 000
Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 ("Company"). and Nu Specialty Foods Group,
L.L.C., a North Carolina limited liability company ("Vendor"), with its
principal offices at X.X. Xxx 0000, Xxxxxx, X.X. 00000.

                                    RECITALS

         The Company and Vendor have heretofore entered into that certain
Agreement concerning certain purchasing and exclusivity rights for the Company's
product known as Sunutra(TM). The Company and Vendor have agreed to amend said
agreement as regards certain provisions of Section 2.1

         NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:

         Section 2.1 of the original agreement is amended insofar, and only
insofar as the date of the initial payment is concerned. In lieu of the June 1,
2005 date, the original agreement shall hereinafter read that Vendor shall make
a payment of $25,000.00 effective the date of this Amendment, with an additional
payment of $25,000.00 on, or before August 15, 2005, and a final payment of
$57,848.00 on, or before September 30, 2005. Except as specifically amended
herein, the original agreement shall remain in full force and effect as
originally written.

         IN WITNESS WHEREOF, the parties have executed this Amendment effective
this 13th day of July, 2005.

"Company"                                    "Vendor"



By: /s/ Xxxxxx Xxxxxx                        By: /s/ Xxxxxx X. Xxxx
    --------------------------                   -----------------------------
     Xxxxxx Xxxxxx                               Xxxxxx X. Xxxx
     Director