SUPPLY AND DISTRIBUTION AGREEMENT


      THIS SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as
of this 8th day of January, 2003 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 Newport
Bioceuticals, LLC, a Nevada limited liability company ("Newport
Bioceuticals"), whose principal place of business is 2436 West Coast Highway,
Suite 2A, Newport Beach CA 92663.

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

      WHEREAS, Newport Bioceuticals is engaged in the business of
marketing and distributing dietary supplements and bioceutical products 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 arthritis
       products developed by Imagenetix and currently marketed under the
       brand name Celadrin.

  1.2  "Licensed Territory" shall be worldwide.

  1.3  "Direct Marketing" means that channel of distribution of products
       and services that involves selling directly to consumers as well
       through television shopping channels such as QVC, HSN, etc., including
       and any new television shopping channels created during the term of
       this agreement.

2.     Supply and Sale. Imagenetix shall supply and sell to Newport
Bioceuticals 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 Newport Bioceuticals for the
      purpose of having the rights to sell Imagenetix products in Direct
      Marketing to the consumer market and on a mass market basis with
      exception of Target Stores and Target affiliated stores.

  2.2 Exclusive Distributor.    During the term of this Agreement, Newport
      Bioceuticals shall be the exclusive distributor of Products in the
      Licensed Territory via Direct Marketing, provided that Newport
      Bioceuticals continues to market Product.

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 or 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
       Newport Bioceuticals 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 Newport Bioceuticals
       within thirty (30) calendar days of Imagenetix's recognition of
       any problem, anomaly, defect or condition (planned or unplanned)
       that would reasonably cause Newport Bioceuticals 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.

6.     Indemnity.

  6.1  Against Product Liability.  Imagenetix agrees to indemnify and
       hold Newport Bioceuticals and its affiliates harmless against any
       and all claims, 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 Newport Bioceuticals 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 Newport
       Bioceuticals is obligated to make to its customers as a
       consequence thereof.  Newport Bioceuticals 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
       Newport Bioceuticals 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 Newport Bioceuticals 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 Newport Bioceuticals are safe and efficacious when
            taken in the recommended dosages.

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

       9.3  Imagenetix warrants that all Products sold and delivered to
            Newport Bioceuticals 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.

       9.5  Imagenetix authorizes Newport Bioceuticals to utilize its clinical
            and medical research as it relates to all products Newport
            Bioceuticals purchases from Imagenetix. Imagenetix will provide
            full cooperation in assisting Newport Bioceuticals in developing
            consumer advertising by providing Newport Bioceuticals with
            product names and suggested marketing and scientific support
            statements.

10.         Insurance.   Imagenetix agrees to carry product and contractual
liability insurance for Newport Bioceuticals benefit, at Imagenetix's expense,
with liability limits of $1,000,000.00 aggregate and $1,000,000.00 per
incident, to name Newport Bioceuticals as an additional insured on all such
policies and to deliver to Newport Bioceuticals 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 Newport Bioceuticals 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.                        NEWPORT BIOCEUTICALS, LLC.



   /s/William P. Spencer                 /s/George Vrabeck
   By:  William P. Spencer               By:  George Vrabeck, on behalf of
           Its:  President                    Newport Bioceuticals, LLC
<PAGE>