Exhibit 10.14
                License and Distribution Agreement

     THIS LICENSE AGREEMENT is  entered  into  as of October 6th, 2003 (the
"Agreement Date"), by and between:

     Imagenetix, Inc.,  a  corporation  organized  under  the  laws of
California ("Supplier") and having  a usual place of business at 16935 West
Bernardo Drive, Suite 101, San Diego California 92127 and

     America China Technology Systems LLC, a  corporation  organized  under
the  laws of California("Licensee") and having a usual place of business at
18881 Von Karman, Suite 1630, Irvine, California 92612.

              1.   Introduction

              Supplier has developed  the  Product  defined  below and is the
          owner of various patents, know-how, and other intellectual property
          rights relating  thereto.    Licensee conducts,  or  will conduct,
          business  within  the  Territory  and   desires  to  obtain  rights
          to market, and distribute  the  Product.  Accordingly, in
          consideration of the mutual  promises contained herein, the parties
          agree to the terms and conditions set forth in this Agreement.

              2.   Definitions

              As used in this Agreement:

              (a)  "Affiliated Parties"  of  either  party  to this Agreement
          means entities that are  owned  or  controlled  by  or which own or
          control such party or which are  owned or controlled by a person or
          entity that owns or controls the  party.  An entity shall be deemed
          to be "owned or controlled" by the person or entity having a direct
          or indirect right  to  vote  a  sufficient  portion  of the subject
          entity's equity securities (or  other  voting interests) to control
          management's policies and directives.

              (b)  "Base Technology" means the inventions, discoveries,
          methods, techniques, know-how, data and other information known to
          Supplier on the Agreement Date  that  is necessary or useful in the
          design, development, or manufacture of the Product and that
          Supplier has the right to make available to Licensee as provided
          herein. This Base Technology compromises the information and the
          knowledge to transform Supplier's proprietary compound (esterified
          oils) into a finished product (i.e., a topical cream, pill or
          liquid).

              (c)  "New Developments" means inventions, discoveries, methods,
          know-how, data, or other information useful to the design,
          development, or  manufacture  of  the  Product  that is developed
          after the date of this Agreement.

              (d)  "Patents"  means  the  patents,  if  any,  set  forth in
          Exhibit B.

              (e)  "Product" means the product within the Territory, as
          defined in Exhibit A.

              (f)  "Territory" means  the  geographical  area  set forth in
          Exhibit A.

              (g)  "Trademarks" means the  trademarks  or service marks set
          forth in Exhibit C, as it may be amended by Supplier from time to
          time.

              3.   License and Appointment

              (a)  Supplier   hereby   appoints   Licensee   as   its  sole
          distributor of the Product  in  the  Territory and hereby grants
          Licensee a non-transferable, exclusive license to utilize the Base
          Technology and Patents solely to distribute  the  Product, in its
          original form or in combination with other substances or materials,
          in  the  Territory.  These rights may  be sublicensed  by  Licensee
          only to its Affiliated Parties located in the  Territory  which
          agree in writing to be bound by the provisions  of  this  Agreement
          as if such Affiliated Parties were the Licensee.

              (b)  Supplier  hereby  grants   Licensee  a  non-transferable,
          license  to  use  the  Trademarks  in  connection with Licensee's
          marketing, sales, and  distribution  of the Product in the
          Territory.  Licensee shall take whatever action is reasonably
          requested  by  Supplier   (at   Supplier's  expense)  to  protect
          Supplier's rights to these Trademarks in the Territory, including
          without limitation  using  appropriate  notices  and  applying to
          become a registered user. Licensee shall have the right to establish
          its own Trademark/Tradenames.


              (c)  If Licensee fails to purchase the amounts of Product
         specified in Exhibit D,  but  is not in default of any other
         provision of  this  Agreement,  Supplier  shall  not have a right to
         terminate the Agreement pursuant to Section 12(e) below, but the
         license  granted  in  Section  3(a) above shall become nonexclusive
         and Supplier  and  any agents or licensees it designates shall be
         entitled to manufacture, market, distribute, sell, and service the
         Product  in  the  Territory and to use the Trademarks in connection
         therewith.

              4.   Modifications

              (a)  If Supplier creates a New Development, it will not offer
          to sell or license the New  Development to any third party in the
          Territory, unless Supplier shall  have  first  offered to sell or
          license the New  Development  to  Licensee.   If Supplier's offer
          consists of a license with  respect  to such New Development, the
          license shall be on an  exclusive basis in the Territory, subject
          to  negotiated  provisions  regarding  termination  and  loss  of
          exclusivity.  Once Supplier  has  offered  to sell or license the
          New Development  to  Licensee,  Licensee  shall  have 14 calendar
          days to accept or reject the  offer.    If  Licensee has not
          accepted the offer in writing within that period, the offer shall
          be deemed to have been rejected  as  of  the  expiration  of  the
          period.  If Licensee rejects Supplier's offer, Supplier  may offer
          to sell or license  the  New   Development   to   any  third  party
          without limitation.  However, Supplier may  not  offer to grant a
          license to any third party on terms that are materially more
          favorable to the third party than the terms of the license offered
          to Licensee without first  giving  Licensee  14  calendar  days  to
          accept or reject an offer comparable to the one made to the third
          party.

              (b)  If Licensee develops  a  New Development, Licensee shall
          provide information regarding  this  New  Development to Supplier
          sufficient to enable Supplier  to understand the New Development.
          Licensee  hereby  grants  Supplier  a  nonexclusive, royalty-free
          perpetual  license  to  use  such  information  in  its research,
          development, design, manufacture, and marketing activities relating
          to the Product and related items.

              5.   Product Pricing and Payment

     (a)  Licensee shall pay Supplier for Product in its oil form provided
          in one or more whole drums, each drum containing 170 kilograms of
          the Product in oil form, at a price of  $12,750 per drum.  This is
          equivalent to $75 per kilo of oil Product.
     (b)  Licensee shall pay Supplier for Product in its powder form
          provided in one or more whole drums, each drum containing 25
          kilograms of the Product in powder form, at a price of $1,625 per
          drum.  This is equivalent to $65 per kilo of powder Product.
     (c)  All payments shall be made in U.S. dollars.
     (d)  The cost per drum is FOB San Diego.
     (e)  Payment will be 25 percent paid upon placing order, with 75
          percent paid when Licensee receives verification and
          documentation that Product has been transferred from Supplier
          to Licensee in San Diego or Long Beach, California.

              6.   Technical Assistance

      (a)  Within 30 days  following  the  Agreement Date, Supplier
           shall deliver  to  Licensee  all  recorded  technical  information
           in its possession with respect to the  Base Technology.  Supplier
           shall provide Licensee with such technical assistance as may be
           reasonably necessary  to  inform  Licensee  fully  about the Base
           Technology.  If requested by Licensee from time to time and
           subject to the  availability  of  appropriate Supplier personnel,
           Supplier will provide  Licensee  with  engineering assistance for
           the purpose of improving  or  modifying the Product at Supplier's
           then-effective billing rates for such services plus out-of-pocket
           expenses.

      (b)  Licensee shall provide  purchasers  of  the Product with
           whatever information, technical  assistance, and service,
           as may be customary in the Territory for such products.

              7.   Intellectual Property Rights

      (a)  The Base Technology and Patents are and shall continue to
           be the  property  of  Supplier exclusively and may be used by
           Licensee only as provided in this Agreement.

      (b)  Any inventions or improvements (whether or not
           patentable), know-how, or other information developed by
           either party with respect to  the  Product shall belong solely to
           the developing party, subject (i) in the case of New Developments
           developed by Supplier, to  Licensee's  rights pursuant to Section
           4(a) above, and (ii) in the case of New Developments developed by
           Licensee, to Supplier's rights pursuant to Section 4(b) above.

      (c)  All Products manufactured by or for Licensee pursuant to
           this Agreement shall be labeled with patent and other notices in
           form  and  content   sufficient   to   protect  fully  Supplier's
           intellectual  property  rights. Licensee  agrees  to  use  any
           reasonable form of notice,  and  manner  of affixing such notice,
           specifically requested in writing by Supplier.

              8.   Commercialization and Marketing

      (a)  Licensee shall undertake all expenses of commercializing
           the Product in the  Territory,  such as funding capital equipment
           requirements, packaging, and  production start-up expenses.

      (b)  Licensee, at its own expense,  shall take all steps that
           must be taken to satisfy all requirements applicable within the
           Territory  with   respect   to   declaring,   recording,  filing,
           notifying, authenticating, or  otherwise  rendering this Agreement
           valid.  Licensee, at its  own  expense,  also shall apply for and
           secure within 180 days  after  the Agreement Date all governmental
           and regulatory approvals  necessary  to  sell  the Product in the
           Territory.

      (c)  Licensee shall  use  commercially  reasonable efforts to
           optimize sales of the Product in the Territory.

      (d)  Licensee agrees neither to sell the Product bundled with
           other products to which a single price applies, nor to reduce the
           price  of  the  Product  to  customers  who  also  purchase other
           products from Licensee.

      (e)  Licensee shall obtain Supplier's  prior  approval  of each  use  of
           Supplier's  name or Trademarks and,  to  such  end, shall submit a
           prototype of each such  use  to  Supplier  for review.  Supplier
           shall be deemed to have approved a proposed use of its name or
           Trademarks if it has not objected in writing within 14 calendar
           days following its receipt of the prototype.

              9.  Confidentiality

              All proprietary information  disclosed  by  one  party to the
          other and marked as confidential  or proprietary shall be treated
          as confidential and not disclosed or transferred by the recipient
          to third parties, other than the recipient's agents, sub-licensees
          and employees who need to know this information to serve the
          recipient and who are obligated to  treat  this  information  as
          confidential.  In addition, Licensee acknowledges  that  the Base
          Technology and New Developments of Supplier constitute trade secrets
          and proprietary properties of Supplier and  agrees not to disclose
          or transfer such  information   or   materials   (or  any  copy  or
          counterpart) to any third  person,  nor  use  these in any manner
          except pursuant to this  Agreement;  and  Licensee shall take the
          more stringent of reasonable  measures,  and the measures it uses
          to  protect  its  own  comparable  information  and  material, to
          prevent  this  transfer and  use,  including  without  limitation
          restricting access to its  employees  who require access to serve
          Licensee and  who  are  obligated  to  treat  such information as
          confidential.  The foregoing  non-disclosure provisions shall not
          apply to any information that  is  or  becomes part of the public
          domain without breach of  any  obligation  to the party owning or
          controlling such information.

              11.  Representations and Warranties

              (a)  Supplier  hereby  represents  and  warrants  to Licensee
          that:

                   (i)  it owns all  Patents or patent applications, free and
                        clear of liens or encumbrances, and has  no  actual
                        knowledge of any conflicting patents or patent
                        applications;

                  (ii)  it  has  the  full  authority  to  enter  into this
                        Agreement without  the  prior consent or
                        authorization of  any  court,  agency, or other
                        third party;

                 (iii)  the undersigned officer has  the full authority and
                        approval of the Board  of  Directors of Supplier to
                        enter into this Agreement; and

                  (iv)  this Agreement does  not  violate  the terms of any
                        agreement, order,  or  other  arrangement  to which
                        Supplier is subject or by which it is bound.

          SUPPLIER  MAKES,   AND   LICENSEE   RECEIVES,   NO   WARRANTY  OR
          REPRESENTATION, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED
          IN THIS AGREEMENT.

              (b)  Licensee  hereby  represents  and  warrants  to Supplier
          that:

                   (i)  it  has  the  full  authority  to  enter  into this
                        Agreement without  the  prior consent or other
                        authorization  of  any  court, agency, or other third
                        party;

                  (ii)  the undersigned officer has  the full authority and
                        approval of the Board  of  Directors of Licensee to
                        enter into this Agreement; and

                 (iii)  this Agreement does  not  violate  the terms of any
                        agreement, order,  or  other  arrangement  to which
                        Licensee is subject or by which it is bound.

              12.  Term and Termination

              (a) This Agreement shall remain in effect for an initial term
          of 10 years, and shall be renewed for successive additional terms
          of 5 years unless at least 60 days prior to commencement of any
          additional term either party, acting in its sole discretion,
          notifies the other of its intent not to renew, or unless the
          Agreement is otherwise terminated as permitted in this Section 12.

              (b)  Supplier may  terminate  this  Agreement  immediately by
          written notice to Licensee if  Licensee  or any Affiliated  Party of
          Licensee begins marketing a product that competes with the Product
          or that renders the Product obsolete, or upon the occurrence of any
          of the following events:

                   (i)  the  institution  of  proceedings  by  Licensee  in
                        bankruptcy,   reorganization,    receivership,   or
                        dissolution;

                  (ii)  the institution of  proceedings against Licensee in
                        bankruptcy, reorganization, receivership, or
                        dissolution, unless  such  proceedings  have been
                        dismissed  or otherwise terminated within 60 days
                        following the date they were initiated; or

                 (iii)  the making  of  an  assignment  for  the benefit of
                        creditors by Licensee.

              (c)  Either party may  terminate  this  Agreement at any time
          for a default by the other party, effective on the date specified
          in a notice of termination, provided  that at least 30 days prior
          to giving such notice of  termination the terminating party shall
          have  notified  the  defaulting  party  of  the  default  and the
          defaulting party shall have  failed  to remedy the default within
          such 30-day period or, if the default is not susceptible of being
          remedied within such period, shall have failed to initiate action
          within such period that  is  reasonably  calculated to remedy the
          default as promptly as practicable or shall have failed to pursue
          such action diligently to completion.

              (d)  Upon expiration or termination of this Agreement for any
          reason, the licenses and appointment set forth in Section 3 above
          shall terminate.

              (e)  Upon  termination  of  this  Agreement,  Licensee  shall
          return to Supplier, or  destroy,  all materials in its possession
          that  constitute  or  describe,   in   whole   or  in  part,  any
          confidential or trade  secret  information of Supplier, including
          without limitation confidential  information  concerning the Base
          Technology and New  Developments of Supplier.  However, Licensee
          may  retain  one   copy  of  any  materials  reasonably necessary
          for any  maintenance  or  support obligations to its customers which
          it reasonably assumed.  Within 10 business days after termination
          Licensee shall notify Supplier of any materials it intends to retain
          pursuant to the preceding sentence; shall certify in writing, by  an
          officer, that it has returned or destroyed all other such materials;
          and shall agree in writing to hold all  such  materials, and the
          information they contain, in confidence in accordance with Section
          10.

              (f)  If this Agreement  is  terminated,  then the terminating
          party  shall  not  be  liable  to  the  other  for  any  damages,
          indemnification, expenditures or  loss  of profits or prospective
          profits of any kind sustained or arising out of such termination,
          both parties hereby irrevocably  waiving  any  such rights to the
          fullest extent  permitted  under  the  laws  of  their respective
          countries and of  any  other  jurisdiction.   Neither party shall
          bring any action or  proceeding  of  any nature whatsoever in any
          court, before any tribunal,  or  under any arbitration proceeding
          provided for herein, seeking or claiming any such damage or loss.
          Each party recognizes and  acknowledges  that  the other party is
          entering  into   this   Agreement   in   reliance   upon  and  in
          consideration of the agreements  and  covenants contained in this
          paragraph (h).

              (g)  Sections 4(b),  5(c),  5(d),  7,  9,  10,  12(d), 12(e),
          12(f), 13, 14, 17, and 22 shall survive termination of this
          Agreement.

              13.  Indemnification

              (a)  Supplier  shall  indemnify  and  hold  harmless Licensee
          and its officers, directors,  employees,  licensees,  and agents
          from  and  against  any  liabilities,  costs,  or  other damages
          (including  reasonable  attorneys'   fees  and  litigation costs)
          arising out of a breach  of  any of Supplier's representations or
          warranties expressed in Section  11 above, provided Licensee took
          reasonable actions to minimize such damages.

              (b)  Licensee  shall  indemnify  and  hold harmless  Supplier
          and its officers, directors,  employees,  licensees,  and agents
          harmless from  and  against  any  liabilities,  costs,  or  other
          damages (including  reasonable  attorneys'  fees  and  litigation
          costs) arising out of Licensee's or its Affiliated Parties'
          manufacture, use, or sale of the  Product or their improvements or
          alterations thereto or  from  a  breach  of  any  one  or  more of
          Licensee's representations or warranties  expressed  in  Section
          11 of this Agreement, provided Supplier took  reasonable actions to
          minimize such damages.

              14.  Infringements

              (a)  Although Supplier believes  that Licensee's contemplated
          use of the Base Technology and Patents pursuant to the license
          granted  by  Section  3(a)  will  not  infringe any valid patent,
          trade secret, or  other  intellectual property right of a third
          party in the Territory,  it  cannot warrant this as a fact.
          Accordingly,  Supplier's  sole   responsibility,  and  Licensee's
          exclusive  remedy,  in   connection   with   any  claim  of  such
          infringement shall  be  to  defend  any suit or proceeding brought
          against Licensee so far  as  it  is based on a claim that the use
          of the Base  Technology or Patents by Licensee or its customers
          constitutes  an infringement or misappropriation of the rights of
          a  third  party,  provided Supplier is notified within ten (10)
          calendar days after the commencement of such suit or  proceeding
          and   receives   Licensee's   full  and  complete authority,
          information,  and  assistance  (at Supplier's expense) for its
          defense; and  Supplier  shall  pay  all damages and costs awarded
          in  the  action  against  Licensee,  but  shall  not  be
          responsible for any compromise made without its consent.  If such
          use of the Base  Technology or Patents is claimed or held  to
          constitute  such   an   infringement,  or  if  Supplier determines
          that such  claim  or  holding  is  likely  to be made, Supplier, at
          its  option  and  expense,  may  either procure for Licensee the
          right  to  continue  using  the allegedly infringing item; modify
          the item so  that it becomes non-infringing; replace the item  with
          a  non-infringing  counterpart;  or terminate the associated
          license rights, require  the  return of the applicable material,
          and, if appropriate, adjust or refund the payments made or to be
          made  by  Licensee.    The foregoing indemnity shall not apply to
          the  extent  that  the  claim  of infringement either is based upon
          Licensee's use  of  the allegedly infringing item with an article
          or process  developed  by  Licensee or obtained from a third party,
          or  arises  from  Licensee's  activities outside the scope of the
          Section  3(a)  license,  or  arises from uses of the Product by
          Licensee's customers  in  ways that were not intended.

              (b)  If either party learns  of  any possible infringement or
          misappropriation of  Supplier's  rights  in  the Base Technology,
          Patents or Product,  it  shall  give notice thereof to the  other
          party.    Licensee   agrees  to  cooperate  with  the Supplier's
          reasonable efforts  to  seek  legal  remedies for such
          infringements and misappropriations.


              (c)  Supplier makes no  warranty  and undertakes no liability
          or  responsibility  with  respect   to   Licensee's  use  of  the
          Trademarks  in  the  Territory.    Licensee  shall  research  the
          availability of the Trademarks  for  use  and registration in the
          Territory before actually using  them;  notify Supplier if it has
          reason to  believe  that  the  Trademarks  are  not available and
          cooperate with Supplier in  determining  an appropriate course of
          action; and indemnify  Supplier  and  hold  it  harmless from any
          infringement claims that arise  in connection with Licensee's use
          of  the   Trademarks   unless,   despite   Licensee's  notice  of
          unavailability, Supplier requires their use and agrees to assume
          responsibility therefor.

              (d)    Supplier  does  not  hereby  assume  any  liability or
          obligation in connection with infringement claims relating to its
          New Developments.  Rather, any such liability or obligation shall
          be subject to good faith  negotiation  between the parties at the
          time Licensee seeks rights  to  such  New Development pursuant to
          Section 4(a) above.

              15.  Assignment and Sublicensing

              (a)  Licensee  may  sublicense   any   third  party  to
          manufacture, market, distribute, sell,  or service the Product.
          All  proposed  sublicense agreements shall contain
          provisions pursuant  to  which  the  sublicensee  agrees:  (i) to
          maintain the secrecy of  confidential  information  and to sign a
          Confidentiality Agreement substantially  in  the  form of Section
          10; and (ii) to comply with and  perform the obligations delegated
          to it by Licensee under this Agreement as if this Agreement were
          binding on it.

              (b)  Licensee may not assign this Agreement, or any rights or
          obligations under it, to  any  third  party without obtaining the
          prior written consent of Supplier.

              16.  Independent Contractor Status.

              Supplier and Licensee  are  independent contractors, and this
          Agreement shall  not  be  deemed  to  constitute  either  party a
          partner, joint  venturer, franchisee, servant,  agent,  or employee
          of the other.

              17.  USA Export Controls

              Licensee agrees not to  export,  re-export, or permit the re-
          exportation of  any  Product  to  any  country  now  or hereafter
          included in the U.S.  Department  of Commerce's list of countries
          to which exportation  of  products  of  such  type  is  or may be
          restricted  or  prohibited,   unless   that  exportation  or  re-
          exportation  is  authorized  specifically  by  a  special license
          issued by  the  Office  of  Export  Administration  of the United
          States of America.  This provision shall not be interpreted to
          expand the definition of "Territory" set forth above.

              18.  Force Majeure

              Neither party shall be  deemed  to  be  in default under this
          Agreement  as  long  as  its   failure  to  perform  any  of  its
          obligations  hereunder  is  occasioned   solely  by  fire,  labor
          disturbance, acts of civil or  military authorities, acts of God,
          or any  similar  cause  beyond  such  party's reasonable control.
          [However, if a party  is  so rendered incapable of performing for
          a continuous period  of  45  days  or  more,  the other party may
          terminate this  Agreement  immediately  upon  notice  to the non-
          performing party, subject  to  the  provisions  of Section
          12(d)-(g).]

              19.  Further Assurances

              Each  party  shall  cooperate  fully  with  the  other party,
          execute such further instruments,  documents, and agreements, and
          give  such  further  written  assurances,  as  may  be reasonably
          requested by the other party to carry into effect the intents and
          purposes of this Agreement.

              20.  Counterparts

              This Agreement may be executed in separate counterparts, each
          of which  shall  be  deemed  an  original  and,  even if executed
          separately by  each  party,  shall  constitute  a single original
          instrument, effective as if the  parties had executed one and the
          same instrument.


              21.  Waiver

              No waiver of any term or condition of this Agreement, whether
          by conduct or otherwise, in  any  one or more instances, shall be
          deemed to be  a  further  or  continuing  waiver  of that term or
          condition or a waiver of any other term or condition.

              22.  Notices

              All notices  and  other  communications  called for hereunder
          shall be in writing, shall  specifically refer to this Agreement,
          and shall be delivered in person or sent by international carrier
          or overnight  mail,  by  telex  or  telecopy,  or  by other means
          providing proof of delivery,  to  the parties at their respective
          addresses set forth above, or  to  any  other address  of which a
          party notifies the other.    All  notices  shall  be deemed to be
          effective on  the  date  of  actual  receipt  or  five days after
          transmission as provided above, whichever is sooner.

              23.  Entire Agreement; Amendment and Modification

              This Agreement constitutes  the  entire agreement between the
          parties with respect to  its  subject  matter  and may be amended
          only by a writing executed by each of the parties.

              24.  Binding Effect; Successors and Assigns; Language

              This Agreement, as  set  forth  in  English, shall be binding
          upon and inure to the benefit of the parties and their respective
          successors and assigns.   The parties have specifically requested
          that English be the official  language for the Agreement, that
          all related  documents  be  drawn  up  in  English,  and  that all
          communications and dispute resolution take place in English.

              25.  Severability; Enforceability

              The invalidity or unenforceability  of  any provision of this
          Agreement shall not affect the  validity or enforceability of any
          other provisions.  If any law or rule within the Territory should
          prohibit, make impossible,  or  limit any obligation of Licensee
          under this Agreement, Supplier  shall have the right, at its
          option, to suspend or  terminate  this Agreement or modify it
          as  may  be  reasonably  necessary  to  obtain the benefits
          contemplated herein.

              26.  Headings

              The section  headings  contained  in  this  Agreement are for
          informational purposes only and are not to be construed to affect
          the meaning or application of any provision.

              27.  Governing Law

              This  Agreement  shall  be   governed  by  and  construed  in
          accordance with the  laws  of  the State of California, U.S.A. The
          State of California shall  be  the venue for any action arising with
          respect  to  this  Agreement  or  the relationship between the
          parties, and each  party hereby expressly consents to the
          jurisdiction of the  courts  of  California and U.S.A. for
          this purpose.

              28.  Arbitration of Disputes

              Any controversy or claim arising  out  of or relating to this
          Agreement or its breach,  which  the  parties  fail to resolve by
          agreement within thirty (30)  days  of notice of such controversy
          or  claim,  shall  be  resolved  by  binding  arbitration under the
          rules and auspices of the American Arbitration Association and
          shall be conducted by  a  single arbitrator with experience to apply
          the  laws  of the  state of California.

              The arbitrators shall  have  no  authority  to award punitive
          damages.  The costs of the  arbitration shall be borne equally by
          the parties and each party  shall  bear its own associated costs,
          except that if the arbitrator in its discretion determines that
          there is good cause for doing so (such as willful misconduct or
          bad faith) it may award the prevailing party its reasonable
          attorneys' fees and costs incurred in connection with the
          arbitration.

              Notwithstanding the foregoing, the  parties reserve the right
          to seek and obtain injunctive  relief,  whether  in the form of a
          temporary restraining  order,  preliminary injunction, injunction
          to enforce  an  arbitration  award,  or  other  order  of similar
          import,  from  any  court  of  competent  jurisdiction  prior to,
          during,  or  after  commencement  or  prosecution  of arbitration
          proceedings or the final decision and award of the arbitrators.

              IN WITNESS WHEREOF, the parties have caused this Agreement to
          be signed as  an  instrument  under  seal  as  of  the date first
          written above.


                        IMX                              ACTS
                    SUPPLIER                          LICENSEE



          By:/s/William P. Spencer           By:/s/Edward G. Skonezny
                   (signature)                        (signature)

          Name: William P. Spencer           Name: Edward G. Skonezny

          Title: President                   Title: CEO


<PAGE>
                                      EXHIBIT A

                        Product, Territory and Miscellaneous


          I.  Definitions

          A.  Product: Supplier's proprietary esterified oils compound
               used by Licensee to manufacture finished product in the form
               of a topical cream, ingestibles (such as tablet, capsule and
               softgel), liquid and other discoveries in the area of
               transforming Supplier's proprietary compound into acceptable
               consumer delivery form.

          B.   Territory: The Peoples Republic of China, Vietnam, Thailand,
               Singapore, Philippines, Myanmar, Malaysia, Laos, Indonesia,
               Cambodia, Brunei

          C.   Exclusivity does not include direct-to-consumer distribution
               in the form of television and multi-level marketing or
               direct selling businesses such as Amway and Avon.



                        IMX                              ACTS
                    SUPPLIER                          LICENSEE



          By:/s/William P. Spencer           By:/s/Edward G. Skonezny
                   (signature)                        (signature)

          Name: William P. Spencer           Name: Edward G. Skonezny

          Title: President                   Title: CEO


<PAGE>
                                      EXHIBIT B

                           Patents and Patent Applications

              For purposes of the Agreement  the term "Patents" shall refer
          to the letters  patent  listed  below  and  to the letters patent
          subsequently  issued  with  respect  to  the  patent applications
          listed below.



             I.  Patents:

                    Country          Number            Expiration Date



            II.  Patent Applications:

                    Country         Serial Number       Filing Date
                      U.S.

<PAGE>



                            Trademarks and Service Marks



          For purposes of the Agreement the term "Trademarks" shall refer to
          the Marks listed below, whether registered or unregistered.



          Mark  Registration/    Country         Date of Issuance/
                Application No.                  Filing

<PAGE>
                            EXHIBIT D


             Purchases Of Product Related To Exclusivity Provisions

For purposes of the Agreement and the exclusivity provisions of Section 3 (d),
the Licensee shall make minimum twelve-month purchases of Product as listed
below;

Twelve-month period                Minimum
following final governmental       Twelve-Month
approval in the Territory          Purchase

Months 1-12                         $250,000

Months 13-24                        $1.5 million

Months 25-36                        $3 million

Months 37-48                        $5 million

Months 49-60                        $7 million
<PAGE>