EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT


     THIS EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is
entered into as of this 1st day of July, 2002 by and between Imagenetix, Inc.
a California corporation ("Imagenetix"), whose principal place of business is
16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and ChiRx,
Inc. a Colorado corporation ("ChiRx") whose principal place of business is 14
Red Tail Drive, Highlands Ranch, Colorado, 80126.

           WHEREAS, Imagenetix has developed and manufactures a proprietary
dietary supplement and cream known as Celadrin  (hereinafter the "Product", as
defined below); and

           WHEREAS, ChiRx is engaged in the business of marketing and
distributing dietary supplements and desires to market, sell and distribute
the Product;

     NOW, THEREFORE, in consideration for the mutual agreements contained
herein, the parties agree as follows:

1.   Definitions. When used in this Agreement, each of the terms set forth in
this Section 1 shall have the meanings indicated below:

     1.1    "Product" shall mean the uniquely efficacious, proprietary
            Celadrin products developed by Imagenetix.

     1.2    "Licensed Territory" shall be worldwide.

     1.3    "Chiropractor Market" means that channel of distribution of
            products and services that involves selling to Chiropractors.

2  Supply and Sale. Imagenetix shall supply and sell to ChiRx pursuant to
the terms and conditions described herein.

     2.1 Exclusive Supplier. During the term of this Agreement and any
         renewals hereof, Imagenetix will supply ChiRx for the purpose of
         having the exclusive rights to sell Celadrin products in the
         chiropractor market.  Any inquiries to Imagenetix from Chiropractors
         or distributors to Chiropractors will be referred by Imagenetix
         to ChiRx.

3.       Price.   Prices and applicable discounts for all Product ordered
hereunder shall be in accordance with attached "Exhibit A" which is
incorporated herein by reference. Except as otherwise set forth herein, all
prices and discounts specified in Exhibit A shall be firm for the term of this
Agreement.


     3.1 The Product purchased hereunder are purchased for resale, therefore,
         the prices specified herein are exclusive of sales, use or similar
         taxes.

     3.2 Any and all taxes, excises, assessments, levies, imports, duties,
         costs, charges, and penalties, which may be assessed, levied,
         demanded, or imposed by any governmental agency in connection with
         this Agreement, shall be paid by the party upon which they are
         imposed and shall be the sole obligation of such party.

4.        Record Keeping.

     4.1  Imagenetix shall keep all records relating the manufacturing of
          Product for a minimum of seven (7) years.

     4.2  Imagenetix shall maintain retained samples of no less than two (2)
          units of Product from each lot of Product produced under the terms
          of this Agreement for a period of at least four (4) years beyond
          the units' dates of expiration.

     4.3  Imagenetix shall maintain vendor supplied Certificates of Analysis
          with full traceability to Products lots produced by Imagenetix for
          ChiRx under this Agreement for a period of seven (7) years beyond
          date of manufacture.

     4.4  Imagenetix shall maintain results of all assays conducted on raw
          material components utilized in the Production of Product for a
          period of seven (7) years.

     4.5  Notification. Imagenetix agrees to notify ChiRx within thirty (30)
          calendar days of Imagenetix's recognition of any problem, anomaly,
          defect or condition (planned or unplanned) that would reasonably
          cause ChiRx concern relative to instability, interchangeability,
          availability, reliability, maintainability, form, fit, function,
          or quality of the Product.

     4.6  Formula Physical Stability.  Imagenetix is fully responsible for
          any formula physical stability issues arising from the materials
          used in the formula(s), the manufacturing process, reaction with
          bulk shipping containers, or formula reactions with final
          packaging material.

5.   Term and Renewal.  This Agreement shall commence upon the date first
written above and shall continue for five (5) years thereafter, unless sooner
terminated pursuant to the provision herein. This Agreement may be
automatically renewed for additional terms of two (2) years each, unless
either party notifies the other in writing of its intent not to renew, which
notice must be provided within one hundred twenty (120) days of renewal
period.

6.   Indemnity.

     6.1  Against Product Liability.  Imagenetix agrees to indemnify and
          hold ChiRx and its affiliates harmless against any and all claims, l
          losses, damages, injuries, liabilities or expense, including
          reasonable attorneys fees and costs of investigation and suit to
          defend such claims, arising out of any allegation, claim
          or assertion by a governmental agency or any third party that any
          of the Products resold by ChiRx is adulterated, misbranded, unsafe
          or otherwise constitutes Defective Product. The foregoing indemnity
          shall include, without limiting its generality, losses, damages,
          liabilities and expenses arising out of governmental agency recall
          of Defective Product, and the consequential damages proximately
          caused thereby, such as loss of business, profits, and reputation
          and refunds which  ChiRx is obligated to make to its customers as a
          consequence thereof. ChiRx agrees to give Imagenetix prompt notice
          of any and all claims made against it in connection with allegedly
          Defective Product, and to cooperate with Imagenetix in defending
          against such claims. The foregoing warranty and indemnification
          shall be binding upon Imagenetix and its successors and shall inure
          to the benefit of ChiRx and it successors in connection with Product
          delivered pursuant to this
          Agreement.

7.   Confidential Information.

     7.1  Confidential Information, as used herein, means any and all plans,
          data, inventions, products, machines, improvements, designs,
          discoveries, know-know, concepts, methods, algorithms, programs,
          trade secrets, processes, formulas, techniques, data, supplier
          lists, distributor lists, genealogies, customer lists, phone logs,
          marketing and business plans, financial information (including but
          not limited to information, whether actual, estimated or
          projected), technical or scientific and all other work products or
          proprietary information of any kind or nature, whether patentable
          or copyrightable or not, pertaining to the other party, its
          business or its products, which are not found in the public
          domain; and includes any and all records, reports, manuals,
          drawings, schematics, diskettes, notes, memoranda, print-outs,
          graphs, writings of any kind or nature, tape films and either
          electronic, visual or audio recordings of any kind or nature
          containing in whole or in part Confidential Information, whether
          originals or copies.

     7.2  Imagenetix and ChiRx hereby agree not to disclose Confidential
          Information to any person(s) or entity, except to employees or
          agents who require the same for purposes of the manufacture of the
          Products.

8.   Termination.  In addition to the other provisions contained elsewhere in
     this Agreement, this Agreement may be terminated on occurrence of any of
     the following events, and in the following manner:

     8.1  By the non-breaching party at any time if the other party has
          breached a material provision contained in this Agreement and has
          not cured the breach within thirty (30) days of receipt of written
          notice thereof.

9.        Imagenetix Warranties.

     9.1  Imagenetix warrants that all units of the Product sold and
          delivered to ChiRx are safe and efficacious when taken in the
          recommended dosages.

     9.2  Imagenetix warrants that all units of the Product sold and
          delivered to ChiRx shall, as of the date of delivery to ChiRx, not
          be misbranded within the meaning of any laws or regulations.

     9.3  Imagenetix warrants that all Products sold and delivered to ChiRx
          shall be free from adulteration, impurities, defects or any other
          material unsafe for human consumption.

     9.4  In addition to any and all other remedies provided for herein, or
          at law, Imagenetix agrees, at its sole cost, to recall and replace
          all Defective Product and replace the same with an equal amount of
          Product that is conforming and not Defective Product.

10.       Insurance.   Imagenetix agrees to carry product and contractual
liability insurance for ChiRx's benefit, at Imagenetix's expense, with
liability limits of $1,000,000.00 aggregate and $1,000,000.00 per incident, to
name ChiRx as an additional insured on all such policies and to deliver to
ChiRx evidence of such insurance and of Imagenetix's compliance with the
provisions of this section promptly following the execution hereof and upon
each annual renewal hereof.

11.       General Provisions.

     11.1 Complete Agreement.  This Agreement shall become binding on the
          parties when signed by authorized representatives of the parties,
          and shall constitute the entire and sole agreement of the parties
          pertaining to the subject matter of this Agreement mutually
          withdrawing any and all oral, written, expressed, or implied
          agreements or understandings not set forth in full herein. All
          exhibits identified herein are specifically made a part of this
          Agreement. Any modifications, additions to, or waiver of any of the
          terms and conditions herein, shall not be effective unless in
          writing and signed by a duly authorized office of the party against
          whom the same is ought to be enforced. This Agreement shall not be
          modified or altered by and subsequent course of performance
          between parties.

     11.2 Governing Contract.   The terms and conditions herein shall govern
          all purchase orders placed thereunder, and shall override all
          printed terms and conditions contained on the purchase order or
          acknowledgement form issued by either ChiRx or Imagenetix.

     11.3 Notices.   Any notices required to be given under the terms of
          this Agreement shall be given in writing at the address of the other
          party first above written, or such other address as may be specified
          in writing from time to time.

     11.4 Enforceability.   If any provision(s) of this Agreement shall be
          held to be invalid, illegal or unenforceable, the validity, legality
          and enforceability of the remaining  provisions shall not in any way
          be affected or impaired thereby.

     11.5 Governing Law.  This Agreement shall be deemed to have been
          entered into in the state of California, and shall be construed in
          accordance with California law.

          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
of the date first above written.


     IMAGENETIX, INC.                        ChiRx, Inc.



      /s/William P. Spencer              /w/Gary Kabot
_________________________
           By: William P. Spencer       By: Gary Kabot
           Its:  President              Its:  President
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