SUPPLY AND DISTRIBUTION AGREEMENT

     THIS SUPPLY AND DISTRIBUTION AGREEMENT (the "Agreement") is entered into as
of  the  ____ day of October, 2001 by and between Imagenetix, Inc., a California
corporation  ("Imagenetix"),  whose  principal  place  of business is 16935 West
Bernardo  Road,  Suite  #101,  San  Diego, California  92127; and Vibrant Health
Inc.,  ("Vibrant"),  whose  principal  place  of  business is 8907 East Chenango
Avenue,  Greenwood  Village,  Colorado  80111.

     WHEREAS,  Imagenetix  has  developed  and manufactures dietary supplements,
creams,  liquids  and  powders,  and

     WHEREAS,  Vibrant  is engaged in the business of marketing and distributing
health  and  nutritional  products  and  desires  to market, sell and distribute
Imagenetix's  products;

     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
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     this  Section  1  shall  have  the  meanings  indicated  below:

     1.1  "Products"  shall  mean  Products  which  Imagenetix has developed and
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          mutually  agreed  can  be  marketed  by  Vibrant.

     1.2  "Intellectual  Property" shall mean all ideas, inventions, patents and
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          patent  applications,  claims,  data,  trademarks,  trade dress, trade
          secrets,  instructions, processes, formulas and manufacturing data and
          information, owned or controlled by Imagenetix and necessary or useful
          to  the  formulation  and  or  manufacture  of  the  Products, and all
          improvements  thereto.

     1.3  "Licensed  Territory"  shall  be  worldwide.
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2.   PRICE Prices for all Products ordered hereunder shall be in accordance with
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     attached  "Exhibit  A,"  which  is  incorporated  herein  by  reference.

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

     2.2  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.


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3.     SHIPMENT,  DELIVERY,  AND  ACCEPTANCE
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     3.1  Packaging  and  method  of  shipment  utilized  by Imagenetix shall be
          consistent  with  the  nature  of  the  Product shipped and hazards of
          transportation,  in  order  to  assure  safe  transit  to destination.

     3.2  Vibrant's  purchase  order  number and item numbers will appear on all
          invoices  and  packing  slips  and be referenced on all correspondence
          regarding  such.

     3.3  Vibrant's  acceptance  of  any  Product  delivered  hereunder shall be
          considered  complete unless notification is given to Imagenetix within
          forty-five  (45)  days.

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

     4.2  Imagenetix  shall  retain  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  Product  lots produced by Imagenetix for
          Vibrant  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 the Product for a
          period  of  seven  (7)  years.

5.   QUALITY  LEVELS  The  standard  for  acceptance or rejection of material by
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     Vibrant  for  use  in  the  Product  or  process  shall  be  based upon the
     definitions  and  criteria  defined  in  each  Product  specification.

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

7.   FORMULA  PHYSICAL STABILITY Imagenetix is fully responsible for any formula
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     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.

8.   PRODUCT  TESTING  Imagenetix  agrees  to  perform  ongoing  quality control
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     Product  testing  to  comply with Vibrant's specifications, at Imagenetix's
     facility,  or any mutually agreed to facility in all cases where Imagenetix
     does  not  perform  needed  tests.  In all cases, for Imagenetix's tests to
     comply  with  this requirement, a sufficient quantity of the Product and/or
     time must be applied to the units/material under test to meet or exceed any
     existing  legal  or  regulatory  standards.

9.   GENERAL  QUALITY  ITEMS  Imagenetix  shall  make  free  and available, upon
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     request  of  Vibrant,  any  document,  listing and/or certificate as may be
     required  of  Vibrant  by any state, federal, or foreign regulatory agency.

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

11.  CONFIDENTIAL  INFORMATION  Imagenetix  will  not  release,  republish  or
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     otherwise  utilize  the  customer  list  of  Vibrant  without  specific
     authorization.

12.  IMAGENETIX  WARRANTIES
     ----------------------

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

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

     12.3 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.

13.  GENERAL  PROVISIONS
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     13.1 Complete  Agreement This Agreement shall become binding on the parties
          when  signed  by  authorized representatives of the parties, and shall


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          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  officer  of the party against whom the same is ought to be
          enforced.  This  Agreement  shall  not  be  modified or altered by any
          subsequent  course  of  performance  between  the  parties.

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

     13.3 Notices  Any  notices  required  to  be  given under the terms of this
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          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.

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

     13.5 Dispute  Resolution  In  the  event  of  a dispute between Vibrant and
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          Imagenetix  arising  out  of  or related to this Agreement the parties
          shall  set  up  an  initial  negotiation meeting to negotiate, in good
          faith,  a settlement of the dispute. If, within thirty (30) days after
          such  meeting, the parties have not succeeded in settling the dispute,
          they  shall  submit  the  dispute  to mediation in accordance with the
          procedures  of  a  mutually  acceptable  neutral  Alternative  Dispute
          Resolution  provider  not affiliated with either party. If the parties
          are  not  successful  in  settling the dispute within thirty (30) days
          after  the  mediation  session, then the dispute shall be submitted to
          binding  arbitration  under  a  mutually  agreed  to  organization not
          affiliated  with  either  party.  In  the  event  of  a  dispute,  the
          prevailing  party  shall  be reimbursed attorney's fees and reasonable
          travel  and  accommodation  costs  by  the  other  party.

     13.6 Waiver  The  failure  of  either  party  to insist, in any one of more
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          instances,  upon  strict  performance  of  any  of  the  terms of this
          Agreement,  or  to  exercise  any rights herein conferred shall not be
          construed as a waiver of the right to assert or rely on any such terms
          or  rights  on  any  future  occasion.

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


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     IMAGENETIX,  INC.                  VIBRANT  HEALTH  INC.


     ____________________               _____________________
     By: Mr. William P. Spencer         By: Tom McAdam
     Its:  President                    Its:  President


     ____________________               _____________________
     By:                                By:
     Its:                               Its:


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