**Shaded****Area
                - Internal****University Use Only**
              **PTM
                Agreement No.:**
              **PTM
                Docket No.(s):****Z05113**





UNIVERSITY
      OF MINNESOTA





**EXCLUSIVE
      PATENT LICENSE AGREEMENT**





**THIS
      AGREEMENT** is dated
      and effective as of the date of last signature (the "Effective Date"), and
      is
      made by and between **Regents
      of the University of Minnesota** ,
      a
      constitutional corporation under the laws of the state of Minnesota (the
      "University"), and


**Imagenetix** ,
      a  corporation,
      under the laws of the state of Nevada (the "Company").





**Purpose**





The
      University owns the right to license to others certain rights to the Licensed
      Patent(s), as that term is defined and used in this Agreement. The Company
      desires that the University grant it a license to use, develop, and
      commercialize the inventions claimed in the Licensed Patents. The University
      is
      willing to grant such a license on the terms set forth below.





**NOW,
      THEREFORE** ,
      the
      parties agree that:





1.  **Definitions.** For
      purposes of interpreting this Agreement, the following terms shall have the
      meanings ascribed to them below in this article:





1.1.  "Event
      of
      Force Majeure" means an unforeseeable act that wholly prevents a party from
      performing one or more of its material duties under this Agreement and that
      was
      outside of the reasonable control of the party. An Event of Force Majeure
      includes acts of war or of God, insurrection and riot, and labor strikes. An
      Event of Force Majeure shall not mean a party's inability to obtain a third
      party's consent to any act or omission.





1.2.  "Field
      of
      Use" means the field(s) of use described in section 3(a) of attached
      Exhibit A.





1.3.  "Net
      Sales Price" means the gross amount invoiced for sales, leases, and other
      dispositions of Licensed Products less (i) all trade, quantity, and cash
      discounts actually allowed, (ii) all credits and allowances actually granted
      due
      to rejections, returns, billing errors, and retroactive price reductions, (iii)
      duties, and (iv) excise, sale and use taxes, and equivalent taxes. In the event
      the Company or a sublicensee, as the case may be, sells, leases, or disposes
      of
      a Licensed Product (i) to a third party that owns fifty percent (50%) or more
      of
      the voting capital stock, or like equity security, of the Company or the
      sublicensee, as the case may be, or (ii) to a third party in which the Company
      or a sublicensee, as the case may be, owns fifty percent (50%) or more of the
      voting capital stock, or like equity security (such third party is hereinafter
      referred to as an “Affiliate”), the “Net Sales Price” for that transaction for
      purposes of this Agreement shall be equal to the price the Company or the
      sublicensee, as the case may be, charges non-Affiliate third parties for the
      Licensed Product or if the Company or the sublicensee does not offer to sell
      the
      Licensed Product to the public, the price charged by the Company or the
      sublicensee for a product of similar kind, quality, and quantity.


1








1.4.  "Licensed
      Patent" means the patent(s) described in section 2(a) of attached Exhibit A
      along with any valid and subsisting patent issued during the term of this
      Agreement by the United States Patent and Trademark Office or any like foreign
      body with respect to a Patent Application. The term "Licensed Patent" also
      means
      any reissues or reexaminations of a Licensed Patent.





1.5.  "Licensed
      Product" means any product or good in the Field of Use that is made by, made
      for, sold, transferred, or otherwise disposed of by the Company or its
      sublicensees during the term of this Agreement and the Post-termination Period
      and that, but for the granting of the rights set forth in this Agreement, would
      infringe (including under the doctrine of equivalents) one or more claims in
      a
      Licensed Patent or Patent Application, or any product or good that is made
      using
      a process or machine that is covered by a claim in a Licensed Patent or Patent
      Application. The term "Licensed Product" also means any service provided by
      or
      for the Company or its sublicensees that incorporates all or any portion of
      a
      product that would be a Licensed Product. Unless the parties otherwise agree
      in
      writing, the term Licensed Product refers only to products and goods
      manufactured, made, sold, transferred, or otherwise disposed of during the
      term
      of this Agreement.





1.6.  “Licensed
      Technology” means collectively the inventions claimed in each Licensed Patent
      and each Patent Application.





1.7.  "Patent
      Application" means the patent application(s) described in section 2(b) of
      attached Exhibit A. The term "Patent Application" also means any continuations,
      continuations-in-part, and divisions of a Patent Application.





1.8.  "Payment"
      means a payment to be made by the Company to the University specified in section
      6.1 of this Agreement and described in section 6 of attached Exhibit
      A.





1.9.  "Performance
      Milestone" means an act or event specified in section 5.1 of this Agreement
      and
      described in section 7 of attached Exhibit A.





1.10.  "Post-termination
      Period" means the one hundred eighty (180)-day period commencing on the date
      of
      termination or expiration of this Agreement.





1.11.  "Territory"
      means the geographical area described in section 3(b) of attached Exhibit
      A.





2.  **Term.** The
      term
      of this Agreement shall commence on the Effective Date and, unless terminated
      earlier as provided below in article 8, this Agreement shall expire on the
      date
      on which both no Licensed Patent is valid and subsisting in any country in
      the
      Territory and no Patent Application is pending in any such
      country.


2





3.  **Grant
      of License.**





3.1.  The
      Company's Rights .





3.1.1.  Subject
      to the terms and conditions of this Agreement, the University hereby grants
      to
      the Company, and the Company hereby accepts, an exclusive license to make
      (including to have made on its behalf), use, offer to sell or sell, offer to
      lease or lease, import, or otherwise offer to dispose or dispose of Licensed
      Products in the Territory. The parties acknowledge and agree that the license
      granted in this Agreement shall be limited to the inventions in the Field of
      Use
      that are expressly claimed in each Licensed Patent and expressly claimed and
      allowed in each Patent Application. No provision of this Agreement shall be
      construed to grant the Company, by implication, estoppel or otherwise, any
      rights other than the rights expressly granted it in this Agreement to the
      Licensed Technology, a Licensed Patent or Patent Application, or to any other
      University-owned technology, patent applications, or patents.





3.1.2.  Unless
      the parties otherwise agree as set forth in section 4 of attached Exhibit A,
      the
      Company shall have the right, exercisable from time to time during the term
      of
      this Agreement, to sublicense its rights under this Agreement. The Company
      shall
      deliver to the University a true, correct, and complete copy of the sublicense
      agreement or such other agreement under which the Company purports or intends
      to
      grant such sublicense rights at least ten (10) days prior to the execution
      of
      such agreement. The Company shall not enter into such agreement if the terms
      of
      the agreement are inconsistent in any respect with the terms of this Agreement,
      including without limitation, sections 5.2, 5.4, 6.3, 8.3, 9.5, 10.4, and 11.3
      and subsection 6.4.2. The Company shall cause a clause to be included in each
      sublicense that unconditionally permits the Company to terminate the sublicense,
      without penalty or expense and without cause, upon no more than sixty (60)
      days’
notice to the sublicensee. The Company shall cause a clause to be included
      in
      each sublicense that unconditionally permits the Company, without obtaining
      the
      sublicensee’s approval and without penalty or expense, to assign all its future
      rights and obligations under the sublicense to the University. Any sublicense
      attempted to be made or made in violation of this subsection shall be void
      and
      shall constitute an event of default under subsection 8.1.1 of this
      Agreement.





3.1.3.  The
      Company, without the prior approval of the University, may assign all, but
      no
      less than all, its rights and delegate all its duties under this Agreement
      to
      another if (i) the Company delivers to the University written notice of the
      proposed assignment (along with pertinent information about the terms of the
      assignment and assignee) at least ninety (90) days prior to the effective date
      of the event described below in part ii of this paragraph, and (ii) the
      assignment is made as a part of and in connection with (A) the sale by the
      Company of all or substantially all of its assets to a single purchaser, (B)
      the
      sale, transfer, or exchange by the shareholders, partners, or equity owners
      of
      the Company of a majority interest in the Company to a single purchaser, or
      (C)
      the merger of the Company into another corporation or other business entity.
      Any
      assignment attempted to be made or made in violation of this subsection shall
      be
      void and shall, without further act, cause the immediate termination of this
      Agreement.


3





3.2.  The
      United States Government's Rights .
      The
      University acknowledges in section 1 of attached Exhibit A whether, to its
      knowledge, the Licensed Technology was funded, in whole or in part, by the
      federal government of the United States of America. The parties acknowledge
      and
      agree that the federal government of the United States of America has certain
      rights in and to any government-funded Licensed Technology as those rights
      are
      described in Chapter 18, Title 35 of the United States Code and accompanying
      regulations, including Part 401, Chapter 37 of the Code of Federal Regulations,
      and that the parties’ rights and obligations under this Agreement to any
      government-funded Licensed Technology, including the grant of license set forth
      above in subsection 3.1.1, are subject to the applicable terms of the
      aforementioned United States laws.





3.3.  The
      University's Rights .
      The
      University retains an irrevocable, nonexclusive right to use the Licensed
      Technology solely for non-commercial educational, research, and medical purposes
      and the University shall have the right to sublicense its rights under this
      section to one or more non-profit academic or other research
      institutions.





4.  **Applications
      and Patents.**





4.1.  The
      Company shall pay, or reimburse the University for paying, all reasonable and
      necessary costs (including attorneys’ and application fees) incurred prior to,
      on, or after the Effective Date to apply for, prosecute, and maintain each
      Licensed Patent and Patent Application unless otherwise provided in attached
      Exhibit A. Within thirty (30) days of its receipt of the University's invoice
      for reimbursable expenses, the Company shall deliver to the University payment
      in the amount of such invoice. Such invoice shall specify the date on which
      the
      expense was incurred and the purpose of the expense (including, as applicable,
      a
      summary of patent attorney services giving rise to the expense); provided,
      however, the University shall have no obligation to disclose to the Company
      any
      information that is protected by the University's attorney-client privilege.





4.2.  Pre-Agreement
      Patent Filings and Future Cost Reimbursement .
      The
      Company acknowledges that it has reviewed each Licensed Patent and each Patent
      Application and that it has no basis to challenge or dispute the inventorship,
      validity, or enforceability of any of the claims made in a Licensed Patent
      or a
      Patent Application. The Company further represents that, as of the Effective
      Date, it has not and does not manufacture, have manufactured, offer to sell,
      sell, offer to lease, lease, or import (a) any product or good that infringes
      (including under the doctrine of equivalents) a claim in any Licensed Patent
      or
      Patent Application, or (b) any product or good that is made using a process
      or
      machine that infringes (including under the doctrine of equivalents) a claim
      in
      a Licensed Patent or Patent Application.


4








4.3.  Patent
      Application Filings during the Term of this Agreement .





4.3.1.  The
      University, in consultation with the Company, shall determine in which countries
      the University will file, or cause to be filed, a patent application with
      respect to the Licensed Technology.





4.3.2.  In
      the
      event the University and the Company mutually agree that the University should
      file a patent application with respect to the Licensed Technology in a
      particular country, the University shall retain counsel of its choice to file
      and prosecute such patent application; the University shall take all
      commercially reasonable steps to cause a patent application to be filed and
      a
      patent to be issued in that country; the University shall inform the Company
      promptly of the status of the prosecution of the patent application, including
      delivering to the Company pertinent notices, written and oral communications
      with governmental officials, and documents, and shall consult with the Company
      on the prosecution of the patent application; and the Company promptly shall
      reimburse the University for all the University's out-of-pocket costs, including
      application and attorneys' fees, to file and prosecute such patent application
      and, if a patent is issued during the term of this Agreement, to maintain
      it.





4.3.3.  In
      the
      event the University and the Company do not reach an agreement as to whether
      a
      patent application with respect to the Licensed Technology should be filed
      in a
      particular country, the University may, but shall have no duty or obligation
      hereunder to, file and prosecute such patent application.





4.3.4.  No
      provision of this Agreement limits, conditions, or otherwise affects the
      University's right to prosecute a patent application with respect to the
      Licensed Technology in any country. The University retains the sole and
      exclusive right to file or otherwise prosecute a patent application with respect
      to the Licensed Technology. In no event shall the Company file a patent
      application with respect to the Licensed Technology. The Company shall cooperate
      with the University in the filing and prosecution of all patent applications
      with respect to the Licensed Technology.





4.4.  Maintenance
      of Licensed Patents .
      The
      University shall take all commercially reasonable steps to cause each Licensed
      Patent to remain or be valid and subsisting.





4.5.  Ownership
      of the Licensed Patents and Patent Applications .
      No
      provision of this Agreement grants the Company any rights, titles, or interests
      (except for the grant of license in subsection 3.1.1 of this Agreement) in
      the
      Licensed Patents or Patent Applications, notwithstanding the Company's payment
      of all or any portion of the patent prosecution, maintenance, and related
      costs.


5





5.  **Commercialization.**





5.1.  Commercialization
      and Performance Milestones .
      The
      Company shall use its commercially reasonable efforts, consistent with sound
      and
      reasonable business practices and judgment, to commercialize the Licensed
      Technology and to manufacture and offer to sell and sell Licensed Products
      as
      soon as practicable and to maximize sales thereof. Unless excused by the
      occurrence of an Event of Force Majeure during the term of this Agreement,
      the
      Company shall perform, or shall cause to happen or be performed, as the case
      may
      be, all the performance milestones described in section 7 of attached Exhibit
      A.
      Upon the attainment of all such milestones, the University and the Company
      shall
      enter into good faith negotiations with a view towards agreeing upon a new
      set
      of performance milestones.





5.2.  Covenants
      Regarding the Manufacture of Licensed Products .
      The
      Company hereby covenants and agrees that (i) the manufacture, use, sale, or
      transfer of Licensed Products shall comply with all applicable federal and
      state
      laws, including all federal export laws and regulations; and (ii) no Licensed
      Product shall be defective in design or manufacture. The Company hereby further
      covenants and agrees that, pursuant to 35 United States Code Section 205, it
      shall, and it shall cause each sublicensee, to substantially manufacture in
      the
      United States of America all products embodying or produced through the use
      of
      an invention that is subject to the rights of the federal government of the
      United States of America.





5.3.  Commercialization
      Reports .
      Throughout the term of this Agreement and during the Post-termination Period,
      and within thirty (30) days of the date specified in the schedule set forth
      in
      section 5 of attached Exhibit A, the Company shall deliver to the University
      written reports of the Company's and the sublicensees’ efforts and plans to
      commercialize the Licensed Technology and to manufacture, offer to sell, or
      sell
      Licensed Products.





5.4.  Use
      of
      the University's Name and Trademarks or the Names of University Faculty, Staff,
      or Students .
      No
      provision of this Agreement grants the Company or sublicensee any right or
      license to use the name or trademarks of the University or the names, or
      identities of any member of the faculty, staff, or student body of the
      University. The Company shall not use and shall not permit a sublicensee to
      use
      any such trademarks, names, or identities without the University's and, as
      the
      case may be, such member’s prior written approval.





6.  **Payments,
      Reimbursements, Reports, and Records.**





6.1.  Payments .
      The
      Company shall deliver to the University the payment or payments specified in
      section 6 of attached Schedule A. The Company shall make such payments by check,
      wire transfer, or any other mutually agreed-upon and generally accepted method
      of payment. All checks to the University shall be made payable to "Regents
      of
      the University of Minnesota" and shall be mailed to the address specified in
      article 21 of this Agreement. Upon request, the University shall deliver to
      the
      Company written wire transfer instructions.





6.2.  Reimbursement
      of Patent Prosecution Expenses .
      Within
      thirty (30) days of its receipt of the University's invoice for reimbursable
      expenses as specified in section 4.1 of this Agreement, the Company shall
      deliver to the University payment in the amount of such invoice. Such invoice
      shall specify the date on which the expense was incurred and the purpose of
      the
      expense (including, as applicable, a summary of patent attorney services giving
      rise to the expense); provided, however, the University shall have no obligation
      to disclose to the Company any information that is protected by the University's
      attorney-client privilege.


6





6.3.  Sales
      Reports .
      Within
      sixty (60) days after the last day of a calendar quarter during the term of
      this
      Agreement and the Post-termination Period, the Company shall deliver to the
      University a written sales report (a copy of the form of which is attached
      as
      Exhibit B) recounting the number and Net Sales Price amount (expressed in U.
      S.
      dollars) of all sales, leases, or other dispositions of Licensed Products,
      whether made by the Company or a sublicensee, during such calendar quarter.
      The
      Company shall deliver such written report to the University even if the Company
      is not required hereunder to pay to the University a payment for sales, leases,
      or other dispositions of Licensed Products during the calendar
      quarter.





6.4.  Records
      Retention and Audit Rights .





6.4.1.  Throughout
      the term of this Agreement and the Post-termination Period and for five (5)
      years thereafter, the Company, at its expense, **** shall
      keep and maintain and shall cause each sublicensee and each non-affiliated
      third
      party that manufactures, sells, leases, or otherwise disposes of Licensed
      Products on behalf of the Company to keep and maintain complete and accurate
      records of all sales, leases, and other dispositions of Licensed Products during
      the term of this Agreement and the Post-termination Period and all other records
      related to this Agreement.





6.4.2.  The
      University, at its expense except as set forth below in this subsection, shall
      have the right to inspect and audit the Company's records referred to in
      subsection 6.4.1 hereof at the Company's address as set forth in article 21
      of
      this Agreement or such other locations as the parties shall mutually agree
      during the Company's normal business hours. The University shall have the right
      to determine the Company’s compliance with the terms of this Agreement. The
      Company shall reimburse the University for all its out-of-pocket expenses to
      inspect and audit such records if the University, in accordance with the results
      of such inspection and audit, determines that the Company has underpaid amounts
      owed to the University by at least three percent (3%) or twenty-five thousand
      and no/100 dollars ($25,000.00), whichever is smaller, in a reporting period.
      The Company shall cause each sublicensee and each non-affiliated third party
      that manufactures, sells, leases, or otherwise disposes of Licensed Products
      on
      behalf of the Company to grant the University a right to inspect and audit
      the
      sublicensee’s or third party’s records substantially similar to the rights
      granted the University in this subsection. In connection with, and prior to
      the
      commencement of, an audit, if the Company so requests in writing to the
      University, the Company, the University and the auditor shall enter into an
      agreement prohibiting the auditor and the University from disclosing the
      Company’s nonpublic, proprietary information to any third party without the
      Company’s prior written consent; provided, however, that consistent with
      generally accepted auditing standards and the auditor’s professional judgment,
      the auditor may disclose such information to the University and its agents,
      counsel, or consultants. The Company acknowledges that such an agreement is
      adequate to protect its legitimate interests, and the parties agree that there
      shall be no additional nondisclosure agreement demanded as a condition to the
      commencement of an audit and the University’s exercising its rights under this
      subsection.


7





6.5.  Currency
      and Checks .
      All
      computations and payments made under this Agreement shall be in United States
      dollars. The exchange rate for the currency into dollars as reported in the *Wall
      Street Journal* as the
      New York foreign exchange mid-range rate on the last business day of the month
      in which the transaction was entered into shall be used for determining the
      dollar value of transactions conducted in non-United States dollar
      currencies.





7.  **Infringement.**





7.1.  Third-Party
      Infringement of a Licensed Patent .





7.1.1.  Notice
      of Third Party's Infringement .
      In the
      event a party learns of substantial, credible evidence that a third party is
      making, using, or selling a product in a Field of Use in the Territory that
      infringes a Licensed Patent, such party promptly thereafter shall deliver
      written notice of the possible infringement to the other party, describing
      in
      detail the information suggesting infringement of the Licensed
      Patent.





7.1.2.  Legal
      Action to Enforce a Licensed Patent .
      Upon
      the delivery of the notice described in subsection 7.1.1 of this Agreement,
      the
      Company and the University shall mutually agree upon the steps and acts they
      shall take to investigate the matter, to cause the third party to cease
      infringing a Licensed Patent, and to seek compensation for the acts of
      infringement and reimbursement for related costs and expenses. Either party
      shall have the right to commence an action to enforce a Licensed Patent. The
      University shall not have an obligation under this Agreement to commence or
      maintain such an action. Prior to commencing such an action, the parties shall
      enter into good faith negotiations on the desirability of bringing suit, the
      parties to the action, the selection of counsel, and such other matters as
      the
      parties shall agree to discuss. No provision of this Agreement shall limit,
      condition, or otherwise affect a party’s statutory and common-law rights to
      commence an action to enforce a Licensed Patent.





7.2.  The
      Company's Alleged Infringement of a Third Party's Rights .





7.2.1.  Notice
      and Investigation of Alleged Infringement .
      In the
      event the Company learns of substantial, credible evidence that its or a
      sublicensee’s manufacture, sale, lease, or other disposition of a Licensed
      Product potentially or likely infringes the patent rights of a third party,
      the
      Company promptly thereafter shall deliver written notice of the possible
      infringement to the University, describing in detail the information suggesting
      such infringement. The Company, in consultation with the University, shall
      engage counsel to investigate the matter and to defend any action commenced
      by
      the third party. The Company shall pay the costs of such engagement.





7.2.2.  Settlement
      and Defense .
      Regardless whether the University or the Company or both are named as parties
      in
      an action alleging the Company's infringement of a valid and subsisting patent
      or other intellectual property right, the University and the Company shall
      cooperate in the defense of the action. The University and the Company shall
      mutually agree upon the terms of any settlement of the third party's claims
      arising out of the manufacture, sale, lease, or other disposition of Licensed
      Products. In no event shall the Company admit, allege or otherwise state in
      connection with the defense of a suit described in this subsection orally or
      in
      any answer, request for admissions, interrogatories, deposition, affidavit,
      court testimony, court document (including motion papers and briefs), or any
      other document of whatever type that a Licensed Patent is invalid or that a
      claim in a Licensed Patent is invalid, unless the University has given its
      prior
      written consent.


8








7.2.3.  Modification
      of the Terms of this Agreement .
      In the
      event the Company's manufacture, sale, lease, or other disposition of Licensed
      Products is proven by substantial credible evidence to infringe the patent
      rights of a third party, the University and the Company shall enter into good
      faith negotiations to modify the payment terms set forth in section 6.1 of
      this
      Agreement. As part of such negotiations, the parties may agree to reduce by
      up
      to one-half the amount of any running royalty by the amount of any fee or
      royalty the Company shall be required to pay to license from a third party
      patent rights necessary and desirable to permit the Company or a sublicensee
      to
      manufacture, sell, lease, or otherwise dispose of Licensed
      Products.





8.  **Termination.**





8.1.  By
      the
      University .





8.1.1.  If
      the
      Company breaches or fails to perform one or more of its duties under this
      Agreement, the University may deliver to the Company a written notice of
      default. The University may terminate this Agreement by delivering to the
      Company a written notice of termination if the default has not cured in full
      within sixty (60) days of the delivery to the Company of the notice of default.





8.1.2.  The
      University may terminate this Agreement by delivering to the Company a written
      notice of termination at least ten (10) days prior to the date of termination
      if
      the Company (i) becomes insolvent; (ii) voluntarily files or has filed against
      it a petition under applicable bankruptcy or insolvency laws that the Company
      fails to have released within thirty (30) days after filing; (iii) proposes
      any
      dissolution, composition, or financial reorganization with creditors or if
      a
      receiver, trustee, custodian, or similar agent is appointed; or (iv) makes
      a
      general assignment for the benefit of creditors.





8.2.  By
      the
      Company .
      The
      Company may terminate this Agreement at any time by delivering to the University
      a written notice of termination at least sixty (60) days prior to the effective
      date of termination.





8.3.  Post-termination
      Period .





8.3.1.  The
      Company shall not use, or permit others to use, the Licensed Technology or
      manufacture or have manufactured Licensed Products after the termination or
      expiration of this Agreement. After the termination of this Agreement under
      section 8.2 or the expiration of this Agreement, the Company may offer to sell
      and sell, offer to lease and lease, and otherwise offer to dispose of or dispose
      of Licensed Products in the Territory that were manufactured prior to the
      termination or the expiration of this Agreement. After termination of this
      Agreement under section 8.1, the Company shall not offer to sell or sell, offer
      to lease or lease, or otherwise offer to dispose of or dispose of a Licensed
      Product in the Territory.


9








8.3.2.  Upon
      termination of this Agreement, for whatever reason, the Company shall grant
      the
      University an option to assume, under an assignment, all the Company’s future
      titles, rights, and obligations under the sublicenses granted under this
      Agreement. The option shall expire sixty (60) days after the date of grant.
      The
      University may exercise the option by delivering written notice of exercise
      to
      the Company during the exercise period. The University shall have no obligation
      to pay the Company any amount in consideration for granting or exercising of
      the
      option.





Upon
      termination of this Agreement, for whatever reason, the Company, if requested
      by
      the University in a written notice, shall terminate each sublicense granted
      under this Agreement; shall deliver to the University a true, correct, and
      complete list identifying each sublicensee and describing the terms of each
      sublicense, including the royalty rates and other financial terms, milestones,
      and other material terms; and shall cooperate in the University’s efforts to
      enter into licenses or other forms of agreement with the sublicensees. The
      Company shall be liable for any costs, expenses, or damages payable to the
      sublicensee arising out of the termination of a sublicense.





9.  **Release,
      Indemnification, and Insurance.**





9.1.  The
      Company's Release .
      For
      itself and its employees, the Company hereby releases the University and its
      regents, employees, and agents forever from any and all suits, actions, claims,
      liabilities, demands, damages, losses, or expenses (including reasonable
      attorneys' and investigative expenses) relating to or arising out of (i) the
      manufacture, use, lease, sale, or other disposition of a Licensed Product;
      (ii)
      the assigning or sublicensing of the Company’s rights under this Agreement; or
      (iii) with the exception of the warranties set forth in sections 10.1 and 10.2
      of this Agreement, the University's performance of its obligations
      hereunder.





9.2.  The
      Company's Indemnification .
      Throughout the term of this Agreement and thereafter, the Company shall
      indemnify, defend, and hold the University and its regents, employees, and
      agents harmless from all suits, actions, claims, liabilities, demands, damages,
      losses, or expenses (including reasonable attorneys' and investigative
      expenses), relating to or arising out of the manufacture, use, lease, sale,
      or
      other disposition of a Licensed Product, including, without limitation, breach
      of contract and warranty and products-liability claims relating to a Licensed
      Product and claims brought by a sublicensee.





9.3.  The
      University's Indemnification .
      Subject
      to the limitations on liability set forth in article 11 of this Agreement,
      throughout the term of this Agreement and thereafter, the University shall
      indemnify, defend, and hold the Company and its directors, employees, and agents
      harmless from all suits, actions, claims, liabilities, demands, damages, losses,
      or expenses (including reasonable attorneys' and investigative expenses)
      relating to or arising out of the University's breach of the express warranties
      set forth in sections 10.1 and 10.2 of this Agreement.


10








9.4.  The
      Company's Insurance .





9.4.1.  Throughout
      the term of this Agreement, or during such period as the parties shall agree
      in
      writing, the Company shall maintain, and shall cause each sublicensee to
      maintain, in full force and effect comprehensive general liability (CGL)
      insurance, with single claim limits acceptable to the University. Such insurance
      policy shall include coverage for claims that may be asserted by the University
      against the Company under section 9.2 of this Agreement and for claims by a
      third party against the Company or the University arising out of the purchase
      or
      use of a Licensed Product. Such insurance policy shall name the University
      as an
      additional insured if the University so requests in writing. Such insurance
      policy shall require the insurer to deliver written notice to the University
      at
      the address set forth in article 21 of this Agreement, at least thirty (30)
      days
      prior to the termination of the policy. Upon receipt of the University's written
      request, the Company shall deliver to the University a copy of the certificate
      of insurance for such policy.





9.4.2.  The
      provisions of subsection 9.4.1 of this Agreement shall not apply if the
      University agrees in writing to accept the Company's or a sublicensee’s, as the
      case may be, self-insurance plan as adequate insurance.





9.5.  Sublicensees
      - Release .
      The
      Company shall cause each sublicensee to grant the University a release from
      liabilities substantially similar to the release granted in favor of the
      University in section 9.1 of this Agreement.





10.  **Warranties.**





10.1.  Authority .
      Each
      party represents and warrants to the other party that it has full corporate
      power and authority to execute, deliver, and perform this Agreement, and that
      no
      other corporate proceedings by such party are necessary to authorize the party's
      execution or delivery of this Agreement.





10.2.  Exclusive
      Rights .
      The
      University warrants that except for the rights of the federal government as
      described in section 3.2 of this Agreement, to the best of its knowledge, the
      University owns or has acquired the exclusive rights (including all patent
      and
      other intellectual property rights) in the Licensed Technology, Licensed Patent,
      and Patent Application.


11








10.3.  Disclaimers **.**





10.3.1.  **EXCEPT
      FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 10.1 AND 10.2 OF THIS
      AGREEMENT,**  **THE
      UNIVERSITY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED,
      CONCERNING THE LICENSED TECHNOLOGY, EACH LICENSED PATENT, EACH PATENT
      APPLICATION, AND EACH LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION,
      WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY
      AND
      FITNESS FOR A PARTICULAR PURPOSE.**





10.3.2.  The
      University expressly disclaims any warranties concerning and makes no
      representations:





(i)
            that
                the Patent Applications will be approved or that a patent will
                issue;





(ii)
            concerning
                the validity or scope of any Licensed Patent;
                or





(iii)
            that
                the manufacture, use, sale, lease or other disposition of a Licensed
                Product will not infringe a third party's patent or violate its
                intellectual property rights.





10.4.  Sublicensees
      - Warranties .
      The
      Company shall cause each sublicensee to give the University warranties and
      disclaimers and exclusions of warranties substantially similar to the warranty
      and disclaimers and exclusions of warranties in favor of the University in
      section 10.1 and subsections 10.3.1 and 10.3.2 of this Agreement.





11.  **Damages.**





11.1.  Remedy
      Limitation . **EVEN
      IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL THE UNIVERSITY
      BE LIABLE FOR (A) PERSONAL INJURY OR PROPERTY DAMAGES OR (B) LOST PROFITS,
      LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA OR ANY
      OTHER
      RELIANCE OR EXPECTANCY, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
      DAMAGES, OF ANY KIND.**





11.2.  Damage
      Cap . **IN
      NO EVENT SHALL THE UNIVERSITY'S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE
      OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS PAID TO THE UNIVERSITY UNDER
      SECTION 6.1 OF THIS AGREEMENT. THIS LIMITATION SHALL APPLY TO CONTRACT, TORT,
      AND ANY OTHER CLAIM OF WHATEVER NATURE.**





11.3.  Sublicensees
      - Damages .
      The
      Company shall cause each sublicensee to agree to limitations of remedies and
      damages substantially similar to the limitations of remedies and damages set
      forth in sections 11.1 and 11.2 of this Agreement.





12.  **Amendment
      and Waiver.** This
      Agreement may be amended from time to time only by a written instrument signed
      by the parties. No term or provision of this Agreement shall be waived and
      no
      breach excused unless such waiver or consent shall be in writing and signed
      by
      the party claimed to have waived or consented. No waiver of a breach shall
      be
      deemed to be a waiver of a different or subsequent breach.


12








13.  **Assignment.** Except
      as provided in subsections 3.1.2 and 3.1.3 of this Agreement, the Company shall
      not assign or sublicense its interest or delegate its duties under this
      Agreement, unless the University consents to the assignment, sublicense, or
      delegation. Any assignment, sublicense, or delegation attempted to be made
      in
      violation of this article shall be void. Absent the consent of all the parties
      to this Agreement, an assignment or delegation shall not release the assigning
      or delegating party from its obligations under this Agreement.





This
      Agreement shall inure to the benefit of the Company and the University and
      their
      respective permitted sublicensees and trustees.





14.  **Applicable
      Law.** The
      internal laws of the state of Minnesota shall govern the validity, construction,
      and enforceability of this Agreement, without giving effect to the conflict
      of
      laws principles thereof.





15.  **Access
      to University Information.**  **** The
      parties acknowledge that the University is subject to the terms and provisions
      of the Minnesota Government Data Practices Act, Minnesota Statutes §13.01 *et
      seq.* (the
“Act”), and that the Act requires, with certain exceptions, the University to
      permit the public to inspect and copy any information that the University shall
      have collected, created, received, maintained, or disseminated.





To
      the
      extent permitted by law, the University shall hold in confidence and disclose
      only to University employees who need to know the reports described in section
      6.3 of this Agreement and the records inspected pursuant to section 6.4 of
      this
      Agreement. No provision of this Agreement shall further prohibit, limit, or
      condition the University's right to use and disclose any information in
      connection with enforcing this Agreement, in court or elsewhere.





16.  **Consent
      and Approvals.** Except
      as otherwise expressly provided, all consents or approvals required under the
      terms of this Agreement shall be in writing and shall not be unreasonably
      withheld or delayed.





17.  **Construction.** The
      headings preceding and labeling the sections of this Agreement are for the
      purpose of identification only and shall not in any event be employed or used
      for the purpose of construction or interpretation of any portion of this
      Agreement. As used herein and where necessary, the singular shall include the
      plural and vice versa, and masculine, feminine, and neuter expressions shall
      be
      interchangeable.





18.  **Enforceability.** If a
      court of competent jurisdiction adjudges a provision of this Agreement
      unenforceable, invalid, or void, such determination shall not impair the
      enforceability of any of the remaining provisions hereof and such provisions
      shall remain in full force and effect.





19.  **Entire
      Agreement; No Third-Party Beneficiaries.** This
      Agreement (including all attachments, exhibits, and amendments hereto) is
      intended by the parties as the final and binding expression of their contract
      and agreement and as the complete and exclusive statement of the terms thereof.
      This Agreement cancels, supersedes, and revokes all prior negotiations,
      representations and agreements among the parties, whether oral or written,
      relating to the subject matter of this Agreement.


13





No
      provision of this Agreement, express or implied, is intended to confer upon
      any
      person other than the parties to this Agreement any rights, remedies,
      obligations, or liabilities hereunder. No sublicensee shall have a right to
      enforce or seek damages under this Agreement.





20.  **Language
      and Currency.** Unless
      otherwise expressly provided in this Agreement, all notices, reports, and other
      documents and instruments that a party hereto elects or is required by the
      terms
      of this Agreement to deliver to the other party hereto shall be in English,
      and
      all notices, reports, and other documents and instruments detailing revenues
      and
      earned under this Agreement or expenses chargeable to a party hereto shall
      be
      United States dollar denominated.





21.  **Notices.** All
      notices, requests, and other communications that a party is required or elects
      to deliver shall be in writing and shall be delivered personally, or by
      facsimile or electronic mail (provided such delivery is confirmed), or by a
      recognized overnight courier service or by United States mail, first-class,
      certified or registered, postage prepaid, return receipt requested, to the
      other
      party at its address set forth below or to such other address as such party
      may
      designate by notice given pursuant to this article:





If
                to the University:
            Patents
                and Technology Marketing
              University
                of Minnesota
              Attn:
                Assistant Vice President
              450
                McNamara Alumni Center
              200
                Oak Street S.E.
              Minneapolis,
                MN 55455-2070
              Facsimile
                No.: (612) 624-6554
              E-mail:ptm@umn.eduFor
                notices sent pursuant to article 8, with a copy to:
            University
                of Minnesota
              Office
                of the General Counsel
              Attn:
                Transactional Law Services Group
              360
                McNamara Alumni Center
              200
                Oak Street S.E.
              Minneapolis,
                MN 55455-2006
              Facsimile
                No.: (612) 626-9624
              E-mail:contracts@mail.ogc.umn.eduIf
                to the Company:
            Imagenetix,
                Inc.
              Attn:
                William P. Spencer
              16935
                West Bernardo Drive, Suite 101
              San
                Diego, CA 92127
              Facsimile
                No.: 858-674-8455
              E-mail:
                bill@imagenetix.net





14





22.  **Publicity.** The
      University reserves the right to disclose to the public the execution and
      delivery of this Agreement along with the Company's name and the name of the
      Development.





23.  **Relationship
      of Parties.** In
      entering into, and performing their duties under, this Agreement, the parties
      are acting as independent contractors and independent employers. No provision
      of
      this Agreement shall create or be construed as creating a partnership, joint
      venture, or agency relationship between the parties. No party shall have the
      authority to act for or bind the other party in any respect.





24.  **Security
      Interest.** In no
      event shall the Company grant, or permit any person to assert or perfect, a
      security interest in the Company's rights under this Agreement.





25.  **Survival.** Immediately upon the termination or expiration of this Agreement, except for
      certain rights granted for the Post-termination Period described above in
      section 8.3, all the Company's rights under this Agreement shall terminate;
      provided, however, the Company's obligations that have accrued prior to the
      effective date of termination or expiration of this Agreement ( *e.g* .,
      the
      obligation to report and make payments on sales, leases, or dispositions of
      Licensed Products and to reimburse the University for costs) and the obligations
      specified in sections 6.1 and 6.2 of the Agreement shall survive. The
      obligations and rights set forth in sections 6.4 and 8.3 and articles 9, 10,
      and
      11 of this Agreement shall survive the termination or expiration of this
      Agreement.





26.  **Collection
      Costs and Attorneys' Fees.** If a
      party shall fail to perform an obligation or otherwise breaches one or more
      of
      the terms of this Agreement, the other party may recover from the non-performing
      breaching party all its costs (including actual attorneys' and investigative
      fees) to enforce the terms of this Agreement.





27.  **Forum
      Selection.** A suit,
      claim, or other action to enforce the terms of this Agreement shall be brought
      exclusively in the state courts of Hennepin County, Minnesota. The Company
      hereby submits to the jurisdiction of that court and waives any objections
      it
      may have to that court asserting jurisdiction over the Company or its assets
      and
      property.





**IN
      WITNESS WHEREOF** ,
      the
      parties have caused this Agreement to be duly executed by their respective
      authorized representatives.





**Regents
                of the University of Minnesota**
            **Imagenetix**By:________________________________
              Anthony
                L. Strauss
              Acting
                Assistant Vice President
              Patents
                and Technology Marketing
              
              Date:______________________________
            By:_____________________________
              Name:
                William P. Spencer
              Title:
                President
              
              
              Date:____________________________





15








**Shaded
                Area - Internal University Use Only**
              **PTM
                Agreement No.:**
              **PTM
                Docket No.(s):****Z01153**







**Exhibit
      A**


**Exclusive
      Patent License Schedule**








1.  **Federal
      Government Rights (section 3.2):**





The
      University acknowledges that, to the best of its knowledge, the federal
      government of the United States of America has no rights in or to the Licensed
      Technology.








2.  **Patents
      and Patent Applications (sections 1.4 and 1.7):**





(a)
            Patents
                issued prior to the date of this Agreement:
              
              U.S. Patent 6,899,892, “Methods to Reduce
                Body Fat”, issued on May 31, 2005.





(b)
            Patent
                Applications submitted prior to and pending as of the date of this
                Agreement:
              
              None.


3.  **Fields
      of Use and Territory (subsection 3.1.1):**





(a)
            Fields
                of Use: All Human Uses








(b)
            Territory:
                US








4.  **Sublicense
      Rights (subsection 3.1.2):**





The
      Company may sublicense its rights under this Agreement subject to sublicense
      payments described in provision 6 of this Amendment.





5.
            **Commercialization
                Reports (section 5.3):**





Quarterly:
      Within thirty (30) days after each calendar quarter after the Effective Date
      of
      this Agreement, the Company shall deliver to the University the report described
      in section 5.3 of the Agreement. Such report shall include, when applicable,
      the
      protocol and results of pre-clinical and clinical studies.


A-1








6.  **Payments
      (section 6.1):**





a.  Up-front
      Payment .
      The
      Company shall pay to the University within fourteen (14) days of the Effective
      Date ten thousand and 00/100 dollars ($10,000) as an up-front payment. This
      up-front payment shall be non-refundable and not creditable against future
      royalty obligations.





b.  Simple
      Running Royalty Payments .
      The
      Company shall pay to the University within sixty (60) calendar days after the
      last day of each calendar quarter during the term of this Agreement and the
      Post-termination Period an amount equal to seven and a half percent (7.5%)
      of
      the Net Sales Price of all sales, leases, or dispositions of Licensed Products
      made by the Company and its sublicensees during such quarter as a running
      royalty payment.




c.  Minimum
      Annual Royalties: In the
      event the Simple Running Royalty Payments paid to the University under section
      6.1 of the Agreement and section 6(a) of Exhibit A do not aggregate a minimum
      of
      twenty five thousand US dollars ($25,000) for each calendar year starting with
      calendar year 2006 and continuing throughout the term of this Agreement,
      Company, in order to retain the license granted herein, shall pay to the
      University, within 60 (sixty) calendar days of the end of each calendar year,
      the difference between the actual Simple Running Royalty Payment for such year
      and such minimum sum. The amount payable under section 6(d), sublicense
      payments, shall not count towards meeting the Minimum Annual Royalty payable
      under this section 6(c).




d.  Sublicense
      Payments :
      In
      addition to payments called for under section 6 of this Exhibit A, the Company
      shall pay the University twenty-five percent (25%) of all forms of compensation
      received in connection with granting a third party sublicense rights under
      this
      Agreement, including upfront, periodic and milestone payments but excluding
      running royalty payments as provided in section 6(b) and stock and other forms
      of equity. The Company shall cause twenty-five percent (25%) of the total number
      of shares of stock or other forms of equity issued in connection with, and
      as
      compensation for, granting a third party sublicense rights under this Agreement
      to be issued to the University. This payment will be paid to the University
      within thirty (30) calendar days from the receipt of any such revenue from
      a
      Sublicensee. The payments made under this section 6(d) shall not be creditable
      against the Company’s other royalty obligations.








7.  **Performance
      Milestones (section 4.1):**





By
      January 30, 2006, First Commercial Sale of a Product.








8.  **Other
      Terms:**







Patent
      Cost Reimbursement .


A-2








Notwithstanding
      any term of this Agreement to the contrary, the Company shall have no obligation
      under this Agreement to pay, or reimburse the University for paying, any cost
      or
      expense incurred prior to the Effective Date to apply for, prosecute, or
      maintain each Licensed Patent or Patent Application.








A-3











**Shaded
                Area - Internal University Use Only**
              **PTM
                Agreement No.:__________________**
              **PTM
                Docket No.(s):___________________**
              **___________________________________**









**Exhibit
      B**





**Royalty
      Report Form**





*Date*




****
                EXAMPLE ONLY ****
              **FORM
                WILL BE SENT**
              **TO
                COMPANY EACH PERIOD**
              **FOR
                COMPLETION**





Company
      Name & Address














**License
      Number_______________**





**Reporting
      Period: __________________**    **Report
      Due Date:  __________________**





**This
      report must be submitted regardless of whether royalties are
      owed.**


**Please
      do not leave any column blank. State all information requested
      below.**





**U
                of M**
              **Docket
                #**
            **Product
                Description**
            **Royalty
                Rate**
            **Quantity/**
              **Net
                Sales**
            **Royalty
                Due**








Report
                Completed by: ___________________________________________
            
            **Total
                Royalties Due:______________________________**Telephone
                Number:____________________________________If
                you have questions please contact:
            Sharyl
                Stuber612-625-4537Lowin001@umn.edu





**Please
      make check payable to: Regents of the University of
      Minnesota**







B-1