EXHIBIT 10.05

                               SECURITY AGREEMENT
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     SECURITY AGREEMENT (the "Security Agreement"), dated as of September 26,
2001 by and between ROBERTS & GREEN, INC., a New York Corporation having an
office at One Hollow Lane, Suite 208, Lake Success, New York, 11040 (the
"Secured Party"), and IMAGENETIX, INC. a Nevada corporation having an office at
16935 West Bernardo Drive, Suite l01, San Diego, California 92127 (the
"Company").

                                   WITNESSETH:
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     WHEREAS, the Secured Party intends to make loans ("Advances") to the
Company in an aggregate amount of up to One Million Dollars ($1,000,090) (the
"Indebtedness"), as evidenced by that certain promissory note dated as of
September 26, 2O0l made by the Company in favor of the Secured Party (the
"Note"); and

     WHEREAS, in order to induce the Secured Party to make said Advances, and to
make additional Advances in the future pursuant to the Note, the Company has
agreed to pledge to the Secured Party certain property as security for the loan;

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:

     1. Definitions. The following terms as used in this Security Agreement
shall have the meanings set forth below:

     "Account Debtor" means the party who is obligated on or under an Account.

     "Accounts" mean any "account" as defined in Section 9-106 of the UCC,
     including, without limitation, all present and future rights of the Company
     to payment for goods sold or leased or for services rendered by any person,
     including, without limitation, nIl receivables, which are not evidenced by
     Instruments or Chattel Paper, and whether or not they have been earned by
     performance.

     "Chattel Paper" means any "chattel paper", as such term is defined in
     Section 9-1 05(l)(b) of the UCC, now owned or hereafter acquired by the
     Company.

     "Contracts" means all contracts, undertakings, or other agreements, rights
     evidenced by Chattel Paper, Documents or Instruments in or under which the
     Company may now or hereafter have any right, title or interest, including,
     without limitation, with respect to an Account, any agreement relating to
     the terms of payment or the terms or performance thereof.

     "Documents" means any "documents", as such term is defined in Section
     9-1O5(l)ffl of the UCC, now owned or hereafter acquired by the Company.

     "Equipment" means all of the Company's now owned or hereafter acquired
     machinery, equipment (including, without limitation, motor vehicles),
     furniture, furnishings, fixtures and all tangible personal property similar
     to any of the foregoing (other than Inventory), together with tools and
     machine parts of every kind and description, and all improvements,
     accessions and appurtenances thereto, and any Proceeds thereof, including
     insurance proceeds and condemnation awards.

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     "General Intangibles" means all chases in action, causes of action and all
     other intangible personal property of the Company of every kind and nature
     (other than Accounts) now owned or hereafter acquired by the Company,
     including, without limitation, corporate, partnership, limited liability
     company or other business records, proprietary rights, inventions, designs,
     trade secrets, goodwill, registrations, permits, licenses, contract rights
     (including, without limitation, the right to any rents, issues, or profits
     from any source), customer lists, tax refund claims, rights and claims
     against carriers and shippers, rights to indemnification, and any letter of
     credit, guaranty, security interact or other security held by or granted to
     the Company to secure payment by an Account Debtor.

     "Instruments" means any "instrument", as such term is defined in Section
     9-I O5(l)(i) of the UCC, now owned or hereafter acquired by the Company,
     other than instruments that constitute, or are a part of a group of
     writings that constitute, Chattel Paper.

     "Inventory" means any and all inventory and goods, including, without
     limitation, goods in transit, wheresoever located, whether now owned or
     hereafter acquired by the Company, which are held for sale or lease,
     furnished under any contract of service or held as raw materials, work in
     process or supplies, and all materials used or consumed in the Company's
     business.

     "Liens" mean any interest in any kind of property or asset, whether real,
     personal or mixed, tangible or intangible, securing an obligation owed to,
     or a claim by, a person other than the owner of such property or asset,
     whether such interest is based on the common law, statute or contract, and
     including but not limited to, the security interest, charge, claim, or lien
     arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation,
     assignment, deposit arrangement, security agreement, conditional sale or
     trust receipt or a lease, consignment or bailment for security purposes.
     The term "Lien" shall include reservations, exceptions, encroachments,
     casements, rights-of-way, covenants, conditions, restrictions, leases and
     other title exceptions and encumbrances affecting property.

     "Proceeds" means "proceeds," as such term is defined in Section 9-3O6(1) of
     the UCC.

     "Secured Obligations" means the obligations of the Company under the Note,
     all costs and expenses incurred with the collection of the Indebtedness,
     all future advances made by the Secured Party for taxes, levies, insurance
     and repairs to or maintenance of the Collateral (as hereinafter defined)
     and all other amounts and other sums at any time due and owing from or
     required to be paid by the Company under any promissory note or loan
     document to or for the benefit of the Secured Party.

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     "UCC" shall mean the Uniform Commercial Code (or any successor statute) of
     the State of New York or of any other state the laws of which are required
     by Section 9-103 thereof to be applied in connection with the issue of
     perfection of security interests.

     2. Security Interest. As collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, the Company hereby assigns, conveys,
mortgages, pledges, hypothecates and transfers to the Secured Party, and hereby
grants to the Secured Party a first priority, perfected security interest in,
all of the Company's right, title and interest in, to and under the following,
whether tangible or intangible, contingent or otherwise, whether now owned or
existing or hereafter acquired, and wherever located (all of which being
hereinafter collectively called the "Collateral"):

          a.   all Accounts;

          b.   all Chattel Paper;

          c.   all Contracts;

          d.   all Documents;

          e.   all Equipment;

          f.   all General Intangibles;

          g.   all Instruments;

          h.   all Inventory;

          i.   to the extent not otherwise included, all Proceeds of each of the
               foregoing and all accessions to, substitutions and replacements
               for, and profits and products of, each oldie foregoing.

     Standard of Care: Non assignment. (a) Under no circumstances shall the
Secured Party be deemed to assume any responsibility for or obligation or duty
with respect to any part or all of the Collateral of any nature or kind, or any
matter, litigation, suit, claim or other proceeding of any nature or kind
arising out of, or relating thereto, but the same shall be at the Company's sole
and exclusive risk at all times. The Secured Party shall not be required to take
or refrain from taking any action of any kind to collect, preserve or protect
its or the Company's rights in the Collateral or against other parties thereto.
The Secured Party's prior recourse to any part or all of the Collateral shall
not constitute a condition of any demand, litigation, suit, claim or other
proceeding of any nature or kind for payment or collection of the Secured
Obligations. The Company agrees to indemnify the Secured Party from and against

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any and all claims, losses and obligations under this Security Agreement
(including without limitation enforcement of this Security Agreement against the
Company), except claims, losses or liabilities arising from the Secured Party's
gross negligence or willful misconduct.

     (b) Notwithstanding Section 2 hereof, to the extent the grant of the
security interest contemplated hereunder in any General intangible or Contract
or the Proceeds thereof shall be prohibited by the terms thereof or any
applicable governmental law or regulation or rule of a self-regulated entity, or
requires the consent or waiver of or the filing of notice with any person,
governmental agency or self-regulated entity, where the effect of such
prohibition or the failure to obtain such consent, waiver or notice would result
in the loss or termination of such General Intangible or Contract or would have
a material adverse effect on the Company, then in such event, but subject to
Sections 9 and 13 hereof, the grant of security interest hereunder shall not
attach to any such General Intangible or Contract, but the Company nevertheless
shall hold such General Intangible or Contract free and clear of Liens and for
the benefit of the Secured Party.

     3. The Company's Obligations To Pay. The Company shall pay and perform all
of the Secured Obligations of the Company to the Secured Party as the same may
become due according to their terms.

     4. Title of The Collateral. The Company shall defend the title to the
Collateral against all claims and demands whatsoever.

     5. Protection of The Collateral. The Company represents and covenants that
the Collateral is, and shall at all times be and remain, owned by the Company
free and clear of any Liens, except for such Liens which are in favor of the
Secured Party or specifically consented to in writing by the Secured Party, The
Company warrants and shall defend the Secured Party's right, title, property and
security interest in and to the Collateral against the claim of any person or
entity.

     6. Disposition or Encumbrance of Collateral. Except for the Inventory in
the ordinary course of business, the Company will not sell, exchange Or
otherwise dispose of, or encumber (except pursuant to this Security Agreement)
or incur or permit to exist any Liens with respect to any of the Collateral, or
any rights thereto, without having obtained the Secured Party's prior written
consent in each instance,

     7. Discharge of Liens. The Company shall promptly pay and cause the
discharge of, bond off or otherwise contest in good faith pursuant to applicable
law, any Liens, taxes or assessments which may be levied upon the Collateral.

     8. Filing.6nt.Recording. At any time and from time to time, upon request of
the Secured Party, the Company will, at its own cost and expense, execute and
deliver to the Secured Party one or more financing statements pursuant to the
applicable UCC or amendments or continuations thereof, and any other documents,
consents, waivers, filings or notices required by the Secured Party to further
evidence, effect or perfect the security interest granted herein or to otherwise
effectuate the purposes of this Security Agreement, including, without
limitation, using its best efforts to obtain to the extent consistent with

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applicable law, all consents and approvals necessary or appropriate for the
assignment to the Secured Party of any Account, General Intangible, Contract or
Instrument held by the Company or in which the Company has any rights not
heretofore assigned, and, to the extent permitted by applicable law, the Company
hereby authorizes the Secured Party to execute and file at any time or times one
or more financing statements pursuant to the applicable UCC with respect to any
or all of the Collateral, signed only by the Secured Party. The Company hereby
agrees that a carbon, photographic or other reproduction of this Security
Agreement or of a financing statement shall be sufficient as a financing
statement. The Company hereby appoints the Secured Party as its attorney-in-fact
to file or refile any financing statements or continuation statements with
respect to the security interest granted pursuant to this Security Agreement
which at any time may be required or appropriate, although the same may have
been executed only by the Secured Party, to execute such financing statement on
behalf of the Company and to protect the Collateral. The Company shall pay all
costs of tiling any such financing, continuation or termination statements.

     9. Default. The occurrence of any one or more of the following events
(hereinafter referred to as "Events of Default") shall constitute a default
hereunder:

     (a) If an Event of Default (as defined in the Note) shall occur and be
     continuing under the Note; or

     (b) If the Company shall fail to pay, perform or observe any material
     covenant, agreement, term or provision of this Security Agreement; or

     (c) The Company shall admit in writing its inability to, or be generally
     unable to, pay its debts as such debts become due; or (ii) the Company
     shall (A) apply for or consent to the appointment of, or the taking of
     possession by, a receiver, custodian, trustee or liquidator of itself or of
     all or a substantial part of its property, (B) make a general assignment
     for the benefit of its creditors, (C) commence a voluntary case under the
     bankruptcy law of the relevant jurisdiction; (1)) file a petition seeking
     to take advantage of any other law relating to bankruptcy, insolvency,
     reorganization, winding-up, or composition or readjustment of debts, (E)
     fail to controvert in a timely arid appropriate manner, or acquiesce in
     writing to any petition flied against it in an involuntary case under the
     bankruptcy law of the relevant jurisdiction, (F) take any corporate action
     for the purpose of effecting any of the foregoing; or (iii) a proceeding or
     case shall be commenced, without the application or consent of the Company,
     in any court of competent jurisdiction, seeking (A) its liquidation,
     reorganization, dissolution or winding-up, or the composition or
     readjustment of its debts, or (B) the appointment of a trustee, receiver,
     custodian, liquidator or the like of the Company or of all or any
     substantial part of its assets; or (iv) an order for relief against the
     Company shall be entered in an involuntary case under the bankruptcy law of
     the relevant jurisdiction seeking (A) its liquidation, reorganization,
     dissolution or winding-up, or the composition or readjustment of its debts,
     or (13) any other of the actions described in clauses (i) through (iv)
     hereof.

     (d) if all or any part of the Collateral shall be further encumbered,
     hypothecated, mortgaged, or made subject to any other Lien without the
     prior written consent of the Secured Party.

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     10. Rights And Remedies. Upon the occurrence and during the continuance of
any Event of Default pursuant to Section 10 of this Security Agreement the
Secured Party shall:

     (a) Have all rights and remedies provided by the 13CC in effect in the
     states in which UCC filings are made; and

     (b) Any rights and remedies provided to the Secured Party pursuant the
     Note; and

     (c) Without limiting the generality of the foregoing, the Company without
     demand of performance or the demand, advertisement or notice of any kind
     (except the notice specified below of time and place of public or private
     sales to or upon Secured Party or any other person (all and each of which
     demands, advertisements and/or notices are hereby expressly waived to the
     maximum extent permitted by the UCC and other applicable law), may
     forthwith collect, receive, appropriate and realize upon the Collateral, or
     any part thereof, and/or may forthwith sell, lease, assign, give an option
     or options to purchase, or sell or otherwise dispose of and deliver said
     Collateral (or contract to do so), or any part thereof, in a commercially
     reasonable manner and otherwise in compliance with the UCC and other
     applicable law, in one or more parcels at public or private sale Or sales
     for cash or on credit or for future delivery without assumption or any
     credit risk. The Secured Party shall have the right upon any such public
     sale or sales, and, to the extent permitted by Law, upon any such private
     sale or sales, to purchase in whole or any part of the Collateral so sold.
     The Company hereby waives to the full extent permitted by law all right and
     redemption or appraisal whether before or after sale. The Company agrees,
     at the Secured Party's request, to assemble the Collateral and make it
     available to the Company at places which the Secured Party shall reasonably
     select, whether at the Company's premises or elsewhere. The Secured Party
     shall apply the net proceeds of any such collection, recovery, receipt,
     appropriation, realization or sale, as provided in Section 11(1) hereof,
     the Company remaining liable for any deficiency remaining unpaid after such
     application, including, the reasonable fees of any attorneys employed by
     the Secured Party to collect such deficiency, and only after so paying over
     such net proceeds and fees and after the payment by the Company of any
     other amount required by any provision of law, including Section 9-504
     (1)(c) of the UCC, need the Secured Party account for the surplus, if any,
     to the Company. To the maximum extent permitted by applicable law, the
     Company waives at! claims, damages and demands against the Secured Party
     arising out of the repossession, retention or sale of the Collateral except
     such as arise out of the gross negligence or willful misconduct of the
     Secured Party. The Company agrees that the Secured Party need not give more
     than ten (10) days' notice (which notification shall when mailed,
     telecopied or delivered, respectively, be effective when deposited in the
     mails, telecopied with confirmation of receipt, delivered by hand to the
     addressee or its agent or delivered to the overnight courier, addressed to
     the Company at its address referred to herein) of the time and place of any
     public sale or of the time after which a private sale may take place and
     that such notice is reasonable notification of such matter.

     (d) The Company also agrees to pay all reasonable costs to the Secured
     Party, including, without limitation, reasonable attorneys' fees, incurred
     in connection with the enforcement of any of its rights and remedies
     hereunder.

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     (e) Except as provided in paragraph (c) above, the Company hereby waives
     presentment, demand, protest or any notice (to the maximum extent permitted
     by applicable law) of any kind in connection with this Security Agreement
     or any Cot lateral.

     (f) The Secured Party shall apply the net proceeds of any such collection,
     recovery, receipt, appropriation, realization or sale, after deducting all
     reasonable costs and expenses of every kind incurred therein or incidental
     to the care or safekeeping of any of the Collateral or in any way relating
     to the Collateral or the rights of the Secured Party hereunder, including,
     without limitation, reasonable attorneys' fees and disbursements, to the
     payment in whole or in part of the indebtedness, in such order as the
     Secured Party may elect, and only after such application and after the
     payment by the Secured Party of any other amount required by any provision
     of law, including, without limitation, of the UCC, should the Secured Party
     be required to account for the surplus, if any, to the Borrower.

     (g) The rights and remedies of tile Lender under this Security Agreement
     are cumulative, may be exercised singly or concurrently and are not
     exclusive of any rights and remedies provided by law; nor shall the giving,
     taking or enforcement of any other or additional security, collateral or
     guaranty for the payment of the Secured Obligations operate to prejudice,
     waive or affect the security of this Security Agreement or any rights,
     powers or remedies hereunder, nor shall the Secured Party be required to
     first look to, enforce or exhaust such other or additional security,
     collateral or guaranties.

     (h) The Secured Party's sole duty with respect to the custody, safekeeping
     and physical preservation of the Collateral in its possession shall be to
     deal with it in the same manner as the Secured Party deals with similar
     property for its own account. Neither the Secured Party nor any of its
     employees or agents shall be liable for failure to demand, collect or
     realize upon all or any part of the CoLlateral or for any delay in doing so
     or shall be under arty obligation to sell or otherwise dispose of any
     Collateral upon the request of the Company or otherwise.

     11. The Company's Representations And Warranties. The Company hereby
represents and warrants to the Secured Party that:

     (a) The Company is a corporation duly incorporated, validly existing and in
     good standing under the laws of the State of Nevada,

     (b) The Company is not in default under any indenture, mortgage, deed of
     trust, agreement or other instrument to which the Company is a party Or by
     which the Company may be bound. Neither the execution nor the delivery of
     the Note, this Security Agreement, nor the consummation of the transactions
     herein contemplated, nor compliance with the provisions hereof, will
     violate any law or regulation, or any order or decree of any court of
     governmental authority, or will conflict with, or result in the breach of,
     or constitute a default under, any indenture, mortgage, deed or trust,
     agreement or other instrument to which the Company is a party or by which
     the Company may be bound, or result in the creation or imposition of any
     Lien or claim upon any property of the Company.

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     (c) The Company has taken all action necessary to authorize the execution,
     delivery and performance of the Note, this Security Agreement and all other
     agreements and instruments necessary to complete the transactions
     contemplated by the Note and this Security Agreement, and has full power
     and authority to enter into such agreements and carry out the terms hereof
     without the consent of any party except as disclosed in this Security
     Agreement. The Company's execution of this Security Agreement constitutes a
     valid binding and enforceable obligation enforceable in accordance with its
     terms.

     (d) No authorization, approval, order, license, permit, franchise, or
     Consent and no registration, declaration or filing by or with any
     governmental authority, and no consent of any third party, is required in
     connection with the execution and delivery by the Company of this Security
     Agreement and the consummation of the transactions contemplated hereby.

     (e) The Company will comply, in all material respects, with all acts,
     rules, regulations, orders, decrees and directions of any governmental
     authority applicable to the Collateral or any part thereof or to the
     operation of the Company's business.

     (f) There is no pending, or to the best knowledge of the Company,
     threatened action or proceeding affecting the Company before any Court,
     governmental agency or arbitrator, which would materially adversely affect
     the ability of the Company to perform its obligations under the Note or
     this Security Agreement or which may materially adversely affect the
     financial condition or operations of the Company.

     (g) Except for the security interest granted pursuant to this Security
     Agreement, the Company is the sole owner of each item of the Collateral in
     which it purports to grant a security interest hereunder, having good and
     marketable title thereto, free and clear of any and all Liens.

     (h) No effective security agreement, financing statement, equivalent
     security Or lien instrument or continuation covering all or any part of the
     Collateral is on file or of record in any public office which has not been
     terminated concurrently with the execution hereof.

     (i) No default exists, and no event which with notice or the passage of
     time, or both, would constitute a default under any Contract included in
     the Collateral by any party thereto, exists, and there are no offsets,
     claims or defenses against the obligations evidenced by the Collateral.

     (j) No consent is required in order for the Company to grant the Lien given
     to the Secured Party hereunder.

     12, Covenants. The Company covenants and agrees with the Secured Party that
from and after the date of this Security Agreement and until the Secured
Obligations are indefeasibly paid in full:

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     (a) Maintenance of Records. The Company will keep and maintain at its own
     cost and expense satisfactory and complete records of the Collateral,
     including, without limitation, a record of all payments received and all
     credits granted with respect to the Collateral and all other dealings with
     the Collateral. The Company will mark its books and records pertaining to
     the Collateral to evidence this Security Agreement and the security
     interests granted hereby. For the Secured Party's security, the Company
     agrees that the Secured Party shall have a special property interest in all
     of such the Company's books and records pertaining to the Collateral and
     upon the occurrence and during the continuation of any Event of Default,
     the Company shall deliver and turn over any such books and records to the
     Secured Party or to its representatives at any time on demand of the
     Secured Party prior to the occurrence an Event of Default and upon
     reasonable notice from the Secured Party, the Company shall permit any
     representative of the Scoured Party to inspect such books and records and
     will provide photocopies thereof to the Secured Party.

     (b) lndemnification. In any suit, proceeding or action brought by the
     Secured Party relating to any Account, Contract or any Instrument for any
     sum owing thereunder, or to enforce any provision of any Account, Contract
     or Instrument, the Company will save, indemnify and keep the Secured Party
     harmless from and against all expense, loss or damage suffered by reason or
     any defense, setoff, counterclaim, recoupment or reduction of liability
     whatsoever of the obligor thereunder, arising out of a breach by the
     Company of any obligation thereunder or arising out of any other agreement,
     indebtedness or liability at any time owing to, or in favor of; such
     obligations or the Company shall be and remain enforceable against and only
     against the Company and shall not be enforceable against the Secured Party.

     (c) Compliance with Laws, Etc. The Company will comply, in all material
     respects, with all acts, rules, regulations, orders, decrees and directions
     of any governmental authority applicable to the Collateral or any part
     thereof or to the operation of the Company's business,

     (d) Maintenance and Taxes. The Company will maintain the Inventory,
     Equipment, real property or other tangible property now or from time to
     time included in the Collateral in good condition and repair; reasonable
     wear and tear excepted. The Company will pay promptly when due all taxes,
     assessments and governmental charges or levies imposed upon the Collateral
     Or in respect of its income or profits therefrom and all claims of any kind
     (including, without limitation, claims for labor, materials and supplies),
     except that no such charge need be paid if such non-payment does not, in
     the reasonable judgment of the Secured Party, involve any danger of the
     sale, forfeiture or loss of any of the Collateral or any interest therein.
     If the Company fails to pay such sums, the Secured Party may do so for the
     Company's account. In such event, the Company will promptly reimburse the
     Secured Party for the amounts expended.

     (e) Compliance with Terms of Accounts, Etc. The Company will perform and
     comply with all obligations in respect of Accounts, Contracts and all other
     agreements to which it is a party or by which it is bound except for such
     non-compliance as has, individually or in the aggregate, no reasonable
     likelihood of having a material adverse effect.

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     (f) Limitations on Modifications of Accounts. Upon the occurrence and
     during the continuation of any Event of Default, the Company will not,
     without the Secured Party's prior written consent, grant any extension of
     the time of payment of any of the Accounts, Contracts or Instruments,
     compromise, compound or settle the same For less than the full amount
     thereof, release, wholly or partly, any person liable for the payment
     thereof, or allow any credit or discount whatsoever thereon other than
     trade discounts granted in the ordinary course of business of the Company.

     (g) Further Identification of Collateral. The Company will, if so requested
     by the Secured agent, furnish to the Secured Party, as often as the Secured
     Party reasonably requests, statements and schedules further identifying and
     describing the Collateral and such other reports in connection with the
     Collateral as the Secured Party may reasonable request, all in reasonable
     detail.

     (h) Notices. The Company will advise the Secured Parry promptly upon
     becoming aware, in writing and in reasonable detail, (i) of any material
     Lien (other than Liens permitted hereby) on, or claim asserted against, any
     of the Collateral, (ii) of any material change in the composition of the
     Collateral, and (iii) of the occurrence of any other event which would have
     a material adverse effect on the aggregate value of the Collateral or on
     the Liens created hereunder.

     (i) Right of Inspection. Upon reasonable notice of the Company (unless an
     Event of Default has occurred and is continuing, in which ease no notice is
     necessary), the Secured Party shall at all times have full and free access
     during normal business hours to inspect the Collateral and to review all
     the hooks and records and correspondence of the Company and the Secured
     Party or its representatives may examine the same, take extracts therefrom
     and make photocopies thereof, and the Company agrees to render to the
     Secured Party at the Company's cost arid expense, such clerical and other
     assistance as may he reasonably requested with regard thereto,

     (j) Continuous Perfection. The Company's will not change its name, identify
     or corporate structure in any manner which might make any financing or
     continuation statement filed in connection herewith seriously misleading
     within the meaning of Section 9-402(7) of the UCC (or any other then
     applicable provision of the UCC) unless the Company shall have given the
     Secured Party at least thirty (30) days' prior written notice thereof and
     shall have taken all action (or made arrangements to take such action
     substantially simultaneously with such change if it is impossible to take
     such action in advance) necessary or reasonably requested by the Secured
     Party to amend such financing statement or continuation statement so that
     it is not seriously misleading. The Company will not change such principal
     place of business, the place where its Equipment and Inventory is located
     Or remove its records unless it has taken such action as is necessary to
     cause the security interest of the Secured Party in the Collateral to
     continue to be perfected

     13.Actions by the Secured Party. The Secured Party may, in his sole
discretion and at any time, for the account and expense of the Company, pay any
reasonable amount or do any reasonable act required of the Company hereunder or

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requested by the Secured Party to preserve, protect, maintain or enforce the
Secured Obligations, the Collateral or the security interest granted herein, and
which the Company fails to do or pay, after seven days' prior written notice,
including, without limitation, payment of any judgment against the Company, any
insurance premium, any licensing fee and any lien, claim or encumbrance upon or
with respect to the Collateral, and any such payment shall be added to the
Secured Obligations and shall be payable upon demand. The Company hereby
irrevocably constitutes and appoints the Secured Party and any representative
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Company and in the name of the Company or in its own name, from
time to time in the Secured Party's discretion to carry out the terms of this
Security Agreement, to take all appropriate action, including the actions
described in the foregoing sentence, and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Security Agreement. This power of attorney is a power coupled with an
interest and shall be irrevocable.

     14. Release of Lien. Upon the indefeasible payment in full of the Secured
Obligations, this Security Agreement and the obligations hereunder shall
terminate and, upon the request of the Company, the Secured Party will, at the
sole cost and expense of the Company, provide to the Company executed copies of
UCC termination statements and all other instruments and documents, and take
such other action as may be required, without any representation or warranty
with respect thereto, to evidence the release of the security interest paid
hereunder.

     15.Severability. Any provision of this Security Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforcability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforcability in any jurisdiction shall not invalidate or render unenforceable
such provisions in any other jurisdiction.

     16.CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE
COMPANY OR THE SECURED PARTY ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT OR ANY OBLIGATION HEREUNDER MAY BE BROUGHT IN ANY STATE OF FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND, BY EXECUTION AND
DELIVERY OF THIS SECURITY AGREEMENT, THE COMPANY AND THE SECURED PARTY ACCEPT
FOR THEMSELVES AND IN CONNECTION WITh THEIR PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION 0F THE AFORESAID COURTS AND
WAIVE THE DEFENSE OF FORUM NON CONVENIENS.

     17. Notices. All notices, requests, demands or other communications
provided for herein shall he in writing and shall be deemed to have been
properly given if sent by registered or certified mail, return receipt
requested, addressed to the parties at their respective addresses herein above
set forth, or at such other addresses as the parties may designate in writing.
The Company immediately shall notify the Secured Party of any change in the
address of the Company or discontinuance of the place of business or residence
of the Company.

                                       11
<PAGE>


     18. Modification and Waiver. No modification or waiver of any provision of
this Security Agreement, and no consent by the Secured Party to any breach
thereof by the Company, shall be effective unless such modification or waiver
shall be in writing and signed by the Secured Party, and the same shall then be
effective only for the period and on the conditions and for the specific
instances and purposes specified in such writing. No course of dealing between
the Company and the Secured Party in exercising any rights or remedies hereunder
shall operate as a waiver or preclude the exercise of any other rights or
remedies hereunder. Without in any way affecting the liability of the Company
hereunder, the Secured Party may extend the time for payment of any amount due
hereunder, accept additional Collateral or release any portion of the Collateral
now or hereafter securing the Secured Obligations without in any other way
affecting the remaining Collateral or remaining liability and obligations of the
Company.

     19. Successors and Assigns. This Security Agreement and all obligations of
the Company hereunder shall be binding upon tile successors and assigns of the
Company, and shall, together with the rights and remedies hereunder of the
Secured Party inure to the benefit of the Secured Party and their respective
successors and assigns.

     20. Governing Law. This Security Agreement shall be construed in accordance
with and shall be governed by the laws of the State of New York without regard
to New York's principles of conflicts of laws.

     21. Captions. The captions and headings hereunder are for convenience only
and shall not affect the interpretation of this Security Agreement.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Security
Agreement on the date first above written.



                                             ROBERTS & GREEN, INC.


                                             By: /s/ James Scibelli
                                             ----------------------
                                             Name: James Scibelli
                                             President



                                             IMAGENETIX, INC.


                                             By: /s/ William P. Spencer
                                             --------------------------
                                             Name: William P. Spencer
                                             Title: President


                                       12
<PAGE>


STATE OF NEW YORK, COUNTY OF       , SS.:

     On the 26th day of September, 2001, before me personally came James
Scibelli, to me known, who, being by me duly sworn did depose and say that he
resides at 2936 Bay Drive, Merrick, NY, that he is the President of ROBERTS &
GREEN, INC. and who executed the foregoing Security Agreement, and acknowledged
that he signed his name thereto by authority of the President of such
corporation.



                                                 /s/ Rae Smolowitz
                                                 -----------------
                                                    Notary Public

                                               My commission expires on:

                                                    Rae Smolowitz
                                           Notary Public, State of New York
                                                     No. 4609886
                                              Qualified in Nassau County
                                              Commission Expires 10/31/02

                                  See Attached

STATE OF California, COUNTY OF          , SS:

     On the 24th day of September, 2001, before me personally came William P.
Spencer to me known who, being by me du1y sworn did depose and say that he
resides at 16935 W. Bernardo Dr., #101, San Diego, CA 92127, that he is the
President of IMAGENETIX, INC. and who executed the foregoing Security Agreement,
and acknowledged that he signed his name thereto by authority of the President
of such corporation.



                                                See Attached
                                                ------------
                                                Notary Public

                                          My commission expires on:

<PAGE>


CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
--------------------------------------------------------------------------------

State of California

County of San Diego

On September 24, 2001 before me, Renee M. Brown, Notary Public, personally
appeared William P. Spencer personally known to me proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

-----------------------------
            SEAL                           WITNESS my hand and official seal.
-----------------------------
        Renee M. Brown
    Commission # 1192549                   /s/ Renee M. Brown
 Notary Public - California                ------------------
     San Diego County                      Signature of Notary
My Comm. Expires Aug. 8, 2002
-----------------------------


--------------------------------------------------------------------------------
                                    OPTIONAL

Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

  CAPACITY CLAIMED BY SIGNER                    DESCRIPTION OF ATTACHED DOCUMENT
      [ ]   INDIVIDUAL
      [X]   CORPORATE OFFICER                   Security Agreement
            President (title(s))                ------------------
                                                Title or type of document

                                                Date: 9/01

<PAGE>

                                                                            COPY

                         SECURED PROMISSORY NOTE
$1,000,000                                                Lake Success, New York
                                                         As of Sept., 26th, 2001

     FOR VALUE RECEIVED, the undersigned, IMAGENETIX, INC., a Nevada corporation
(the "Debtor"), hereby unconditionally promises to pay to the order of ROBERTS &
GREEN, INC, a corporation doing business in the State of New York (the "Payee"),
in lawful money of the United States in immediately available funds, on
September 30, 2002 or such earlier dale as the Payee shall designate (the
"Maturity Date"), at such place as the Payee or any holder hereof may from time
to time designate, the principal sum up to ONE MILLION DOLLARS (5 1,000,000) or,
if less, the aggregate amount of the unpaid principal amount from time to time
owing by Debtor as recorded on the payment grid appended hereto as Schedule 2,
the whole in accordance with the termS contained in this Note, together with
unpaid interest thereon at the rate of twelve percent (12%) per annum. Payment
of interest shall become due on the first day of each month and on the Maturity
Date of this Note. Interest shall be calculated on the basis of a 365-day year
and actual days elapsed. In no event shall the rate of interest. hereunder
exceed the maximum interest rate permitted by applicable law.

     All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and any interest hereon and the respective dates thereof
shall he endorsed by the Payee on the grid appended hereto as Schedule 2 or any
continuation thereof; provided, however, that the failure of the Payee to make
such a notation or any error in such a notation shall not affect the obligations
of the Debtor under this Note.

     For so long as no event of Default (as set forth on Schedule 1) has
occurred, this Note may be repaid in whole or in part prior to the Maturity Date
on any business day, without premium or penalty, in amounts of at least $1,000.
All payments shall be made to the Payee at its principal office in Lake Success,
New York or such other designated place. Repayments of principal shall be
credited to the earliest advances still outstanding.

     Upon the occurrence of an Event of Default and for so long as such Event of
Default shall continue, the aggregate unpaid principal amount under this Note,
accrued interest thereon and all oilier amounts payable hereunder may be
declared to be, or may automatically become, forthwith due arid payable.

     The Debtor hereby waives diligence, presentment, protest and notice of any
kind, and assents to extensions of the time of payment, release, surrender or
forbearance or other indulgence, all in the sale discretion of the Payee and
without notice and without affecting the liability of the Debtor hereunder.

     This Note may not be changed, modified or terminated orally, but only by an
agreement in writing signed by the party to be charged.

     In the event the Payee or any holder hereof shall refer this Note to an
attorney for collection, the Debtor agrees to pay, in addition to unpaid
principal and interest, all the costs and expenses incurred in attempting or
effecting collection hereunder, including reasonable attorneys' fees, whether or
not suit is instituted.

                                       1
<PAGE>


     In the event of any litigation with respect to this Note, the Debtor waives
all rights of setoff and rights to interpose counterclaims and cross-claims. The
Debtor hereby irrevocably consents to the jurisdiction of the Courts of New York
State in connection with any action or proceeding arising out of or relating to
this Note. If any term or provision of this Note shall be held invalid, illegal
or unenforceable, the validity of all other terms and provisions hereof shall in
no way be affected thereby. This Note shall be governed and construed by the
laws of the State of New York.

     No delay on the part of the Payee in the exercise of any right, power or
remedy under this Note shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power or right preclude other or further right.
No waiver of any such right, power or remedy shall exist or be effective unless
such waiver is made in writing and signed by the Payee. All rights and remedies
under this Note shall he cumulative. The exercise of any right, power or remedy
hereunder or under applicable law shall not be deemed an election of remedies or
waiver of any other right.

     This Note shall be binding upon the maker and its successors and assigns.

     This Note is secured by a Security Agreement dated as of September 26, 2001
between the Debtor and the Payee (the "Security Agreement").


                                          IMAGENETIX, INC.


                                          By: /s/ William P. Spencer
                                          --------------------------
                                          Name: William P. Spencer
                                          Title: President


                                                                            COPY

                                        2
<PAGE>
                                                                      Schedule 1

                                Events of Default

     If one or more of the following events (herein each referred to as an
"Event of Default") shall occur and be continuing:

     (1) The Debtor shall fail to pay when due (i) any portion of or Interest
     accrued on the aggregate principal amount due under this Note when due and
     such failure shal1 continue unremedied for five (5) business days, or (ii)
     any other amount payable (whether at stated maturity on the Maturity Date,
     by acceleration or otherwise) by it to the Payee hereunder, under the
     Security Agreement or under any other Promissory Note in favor of the Payee
     to which it is a party, and such failure shall continue unremedied for five
     (5) business days;

     (2) The Debtor shall fail to perform any of its obligations, covenants or
     agreements under this Note, under the Security Agreement or under any other
     Promissory Note in favor of the Payee to which it is a party, and such
     failure materially adversely affects the Payee and (if capable of being
     remedied) shall continue unremedied for a period of thirty (30) days after
     notice thereof to the Debtor by person acting on behaLf of the Payee);

     (3) (i) The Debtor shall admit in writing its inability to, or be generally
     unable to, pay its debts as such debts become due; or (ii) the Debtor shall
     (A) apply for or consent to the appointment of, or the taking of possession
     by, a receiver, custodian, trustee or liquidator of itself or of all or a
     substantial part of its property, (B) make a general assignment for the
     benefit of its creditors, (C) commence a voluntary case under the
     bankruptcy law of the relevant jurisdiction; (D) file a petition seeking to
     take advantage of any other law relating to bankruptcy, insolvency,
     reorganization, winding-up, or composition or readjustment of debts, (E)
     fail to controvert in a timely and appropriate manner, or acquiesce in
     writing to, any petition flied against it in an involuntary case under the
     bankruptcy law of the relevant jurisdiction, (F) take any corporate action
     for the purpose of effecting any of the foregoing; or (iii) a proceeding or
     case shall be commenced, without the application or consent of the Debtor,
     in any court of competent jurisdiction, seeking (A) its liquidation,
     reorganization, dissolution or winding-up, or the composition or
     readjustment of its debts, or (B) the appointment of a trustee, receiver,
     custodian, liquidator or the like of the Debtor or of all or ally
     substantial part of its assets; or (iv) an order for relief against the
     Debtor shall be entered in an involuntary ease under the bankruptcy law of
     the relevant jurisdiction seeking (A) its liquidation, reorganization,
     dissolution or winding-up, or the composition or readjustment of its debts,
     or (B) any other of the actions described in clauses (i) through (iv)
     hereof.

                                        3
<PAGE>

                                                                      Schedule 2

Date          Principal Amount Outstanding
----          ----------------------------

10/3/2001     $100,000









                                       4