Exhibit 10.08

                              CONSULTING AGREEMENT


     This Consulting Agreement is entered into on this 1st day of June, 2001 by
and between J Paul Consulting Corp. (hereinafter Consultant), with its principal
place of business at 6041 S. Syracuse Way, Suite 307, Englewood, Colorado 80111
and Imagenetix, Inc. (Company), with its principal place of business at 16935 W.
Bernardo Drive, #101, San Diego, California 92127.

                                    RECITALS
                                    --------

A. The Company desires to use the services of the Consultant as set forth in
Section 2 hereof.

B. Consultant desires to provide such services upon the terms and conditions
hereof.


Now, therefore in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:

                                    AGREEMENT
                                   ---------

1.   Engagement of Consultant. The Company hereby engages Consultant and
     Consultant hereby agrees to render services to the Company as a Consultant.

2.   Services. During the term of this Agreement, Consultant shall provide
     advice to and consult with the Company concerning the Introduction of its
     Companys business plan to the investment banking community. Consultant will
     provide the Company on a best effort basis the following services:

          a.   Call brokers to initiate following of Companys Common Stock.

          b.   Develop additional retail market makers for the Companys Common
               Stock and the networking of their retail brokers.

          c.   Coordinate Broker Company meetings to open and expand Company
               recognition.

          d.   Introduce the Company to various investments banking firms and
               individual retail brokers.

3.   Period of Performance. The period of performance under this Agreement shall
     be for a primary term of six (6) months from the date hereof provided,
     however, that the Company has the option to terminate this agreement after
     three months, i.e., September lst 2001.

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4.   Compensation. As full consideration for the best effort performance of the
     basic services described above, the Company shall pay Consultant
     compensation as follows:


          a.   Retainer $2,500 per month payable commencing July 1, 2001 and the
               first day of each month thereafter during the term of this
               Agreement, provided, however, that payments shall accrue until
               the Company raises funds for public relations from its next round
               of private financing.

          b.   Expenses: Expenses are expected to be approximately $500.00 per
               month. Expenses include, but are not limited to the following:
               travel and lodging, telephone, fax, and other communications;
               fare of public carrier, photocopy and printing; postage and
               special mailings. Consultant agrees to obtain prior client
               approval for any single expense over $500.00. Consultant shall
               submit a monthly invoice to the Company, which covers monthly
               reimbursable expenses.

5.   Client Information. Since Consultant must at all times rely upon the
     accuracy and completeness of information supplied to it by the Company
     officers, directors, agents, and employees, the Company agrees to
     indemnify, hold harmless, and defend, Consultant, its officers, agents, and
     employees at the Company's expense, in any proceeding or suit which may
     arise out of and/or due to any inaccuracy or incompleteness of such
     material supplied by the Company to Consultant.

6.   Disclosure and Confidentiality. The Company shall make available to the
     Consultant data and other information reasonably necessary to enable
     Consultant to perform its duties under the Agreement. The Consultant will
     not disclose to any other person, nor use for its own benefit, any trade
     secrets or other information designated as confidential by the Company
     which is acquired by the Consultant in the course of performing services
     hereunder. A trade secret is information not generally known to the trade
     that gives the Company an advantage over its competitors. Trade secrets can
     include, by way of example, products under development, production methods
     and processes, sources of supply, marketing plans and information
     concerning the filing or pendency of patent applications.

7.   Disclaimer of Responsibility for Acts of Company. The obligations of the
     Consultant described in this Agreement consist solely of the furnishing of
     consulting services to the Company as an independent contractor. In no
     event shall the Consultant be required by this Agreement to act as the
     agent of the Company or its affiliates, whether or not made pursuant to or
     in reliance on information or advice furnished by the Consultant hereunder,
     shall be those of the Company or such affiliates and the Consultant shall
     under no circumstances be liable for any expense incurred or loss suffered
     by the Company as a consequence of such decisions.

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<PAGE>


8.   Indemnity. The Company agrees to indemnify, and hold the Consultant, its
     affiliates, officers, employees and agents harmless from and against all
     losses, claims, damages, liabilities, costs or expenses, (including
     reasonable attorneys fees and the cost of any of Consultants personnel
     involved in any such matter) arising out of the Consultants entering into
     or performing under this Agreement, including costs arising out of any
     dispute whether the Consultant is a party to such dispute. This indemnity
     shall not apply, however, where a court of competent jurisdiction has made
     a final determination that the Consultant engaged in gross recklessness
     and/or willful misconduct in the performance of consulting services
     hereunder which gave rise to loss or liability sought to be recovered
     hereunder (but pending any such final determination, the indemnification
     and reimbursement provisions of this Agreement shall apply and the Company
     shall perform its obligations hereunder to reimburse Consultant for its
     expenses).

     The Consultant agrees to indemnify, and hold the Company, its affiliates,
     officers, employees and agents harmless from and against all losses,
     claims, damages, liabilities, costs or expenses (including reasonable
     attorneys fees and the cost of any of the Companys personnel involved in
     such matter) arising out of the Companys entering into or performing under
     this Agreement, including costs arising out of any dispute whether the
     Company is a party to such dispute. This indemnity shall not apply,
     however, where a court of competent jurisdiction has made a final
     determination that the Company engaged in gross recklessness and/or willful
     misconduct in the performance of its obligations hereunder which any such
     final determination, the indemnification reimbursement provisions of this
     Agreement shall apply and the consultant shall perform its obligations
     hereunder to reimburse Company for its expenses).

9.   Assignability. The rights and obligations under this Agreement cannot be
     voided or reassigned by any party to this Agreement. The Consultant
     understands that the Company has entered into this Agreement based upon an
     expectation of the personal services of Jeff Ploen and his assignees and
     agrees that if Mr. Ploens services become unavailable to the Company,
     either by Mr. Ploen leaving the employ of the Company or otherwise, the
     Company may terminate this Agreement on five (5) days notice.

10.  Modification. Any modification of this Agreement or additional obligation
     assumed by any party in connection with this Agreement shall be binding
     only if signed by the party (or an authorized representative of the party)
     sought to be bound by such Agreement.

11.  Waiver. No waiver of any provision of this Agreement shall be valid unless
     such waiver is in writing and signed by the person or party against whom
     charged.

12.  Enforcement. This Agreement shall be subject to and governed by the laws of
     the State of Colorado and any disputes regarding this Agreement shall be
     resolved in the courts located in the State of Colorado.

13.  Severability. The invalidity or unenforceability of any provision of this
     Agreement shall not affect the other provision hereof, and this Agreement
     shall be construed as if such invalid or unenforceable provision were
     omitted.

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14.  Entire Agreement. This Agreement shall constitute the entire Agreement
     between the parties and any prior understanding or representation of any
     kind preceding the date of this Agreement shall not be binding upon either
     party except to the extent it is incorporated in this Agreement by mutual
     written consent of the parties.

     IN WITNESS WHEREOF, each party to the Agreement has caused it to be
executed in Denver, Colorado on the date(s) indicated below.




IMAGENETIX, INC.                            J PAUL CONSULTING CORP.




By:  /s/  Bill Spencer                      By:  /s/  Jeff Ploen
-----------------------------               ---------------------------------
          Bill Spencer, President                     Jeff Ploen, President


Date:   06-20-01                            Date:   06-06-01
     --------------                              --------------



/s/ Michelle Posey                          /s/  Patricia A. West Willox
-----------------------------               ---------------------------------
    Michelle Posey                               Patricia A. West Willox
    Witness                                      Witness

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