ENGAGEMANT
AGREEMENT

     

    ENGAGEMENT
AGREEMENT (“Agreement”) is entered into effective as of the 7th day of August,
2009, between IMAGENETIX, INC., a Nevada corporation (the “Company”), and Lowell
Giffhorn (“Consultant”).

     

    WHEREAS,
Consultant is presently serving as the Treasurer and CFO of the Company without
a written consultant agreement, and

     

    WHEREAS,
the Company wishes to ensure the continued service of Consultant to the Company
pursuant to the terms of this Agreement;

     

    NOW,
THEREFORE, in consideration of the promises and the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     

    1. Position and
Duties.

     

    (a)
Effective as of the date of this Agreement (the “Effective Date”), and
until the second anniversary of the Effective Date (the “Initial Term”), the
Consultant will be retained by the Company on a part-time basis as its CFO and
Treasurer.  The Initial Term shall be automatically renewed for
additional periods of two (2) years (each, a “Renewal Term”) unless
written notice to the contrary shall be given by either party to the other not
less than thirty (30) days prior to the end of the Initial Term or the
Renewal Term.  The Initial Term and the Renewal Term are referred to
herein as the “Term”.

     

    (b) The
Consultant agrees to perform the duties of his position and such other duties
consistent with those of a chief financial officer as may reasonably be assigned
to the Consultant from time to time. The Consultant also agrees that, while
consulting for the Company, the Consultant will devote a significant portion of
his business time and efforts to the advancement of the business and interests
of the Company and its subsidiaries and to the discharge of his duties and
responsibilities for them. (c) The Company agrees to maintain a corporate office
in San Diego County, California sufficient to support senior management,
including the incorporation of related functions (for example, but not to be
limited to, administrative, sales and marketing positions).

     

    2. Compensation and Benefits.
During the Consultant’s consulting, as compensation for all services performed
by the Consultant for the Company and its subsidiaries, the Company will provide
the Consultant the following pay and benefits:

     

    (a) Monthly Base Consulting Fee. The
Company will pay the Consultant a base consulting fee at the rate of Seven
Thousand Five Hundred Dollars ($7,500) payable on the first day of every
month.

     

     (b)
Stock Options.
Consultant shall be eligible to receive options to purchase shares of common
stock of the Company in such amounts and at such exercise prices as the Board of
Directors may determine from time to time.

     

     (c)
Business Expenses. The
Company will pay or reimburse the Consultant for all reasonable business
expenses incurred or paid by the Consultant in the performance of his duties and
responsibilities for the Company. Reimbursements shall be subject to such
reasonable substantiation and documentation as the Company may specify from time
to time.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) Bonus Compensation. The
Consultant shall be eligible to receive a bonus equal to six percent (6%) of the
Company’s net income before taxes and research and development expenses during
the prior fiscal year, up to a maximum of fifty percent (50%) of the annual base
consulting fee.

     

    3. Termination of Engagement. The
consulting under this Agreement shall continue until terminated pursuant to this
Section 3.

     

    (a) The
Company may terminate the Consultant’s consulting for Cause with at least thirty
(30) days advance written notice to the Consultant setting forth in
reasonable detail the nature of the Cause. For purposes of this Agreement,
“Cause” means
any of the following: (i) the Consultant’s continued and substantial
violations of his duties or willful and material disregard of reasonable
directives from the President, after Consultant has received a written demand
for performance from the President that sets forth the factual basis for the
Company’s belief that Consultant has not substantially performed his duties or
willfully disregarded directives from the President (ii) the
Consultant’s  moral turpitude, material dishonesty or gross misconduct
in the performance of his duties which has materially and demonstrably injured
the finances or future business of the Company or any of its subsidiaries as a
whole; (iii) the Consultant’s material breach of this Agreement; or,
(iv) the Consultant’s  conviction of, or confession or plea of no
contest to, any felony or any other act of fraud, misappropriation,
embezzlement, or the like involving the Company’s property; provided, however,
that no such act or event described in clauses (i) and (iii) of this
paragraph (a) shall constitute Cause hereunder if the Consultant has
materially cured such act or event during the applicable thirty (30) day
notice period.

    


    (b) The
Consultant may terminate his consulting for Good Reason with at least thirty
(30) days advance written notice to the Company setting forth in reasonable
detail the nature of the Good Reason.

     

    4. Severance Payments and Other Matters
Related to Termination.

     

    (a) In
the event of termination of the Consultant’s consulting with the Company other
than for Cause or the Consultant’s termination of consulting for Good Reason,
(i) the Consultant shall be entitled to receive a lump sum cash severance
amount equal to two hundred (200%) percent of Consultant’s then current
annual base consulting fee and earned but unpaid bonus payment.

     

    (b) In
the event of termination of the Consultant’s consulting with the Company for
Cause or the Consultant’s unilateral termination other than for Good Reason, the
Company will pay the Consultant any base consulting fee earned but not paid
through the date of termination. The Company shall have no obligation to the
Consultant for bonus or severance payments, which shall be the sole remedy of
the Company in the event of such termination.

    


    5. Change of Control Benefits.
Change of Control shall be defined as a transaction or series of transactions
where the shareholders of the Company immediately preceding such transaction
own, following such transaction, less than 50% of the voting securities of the
Company. If Consultant is terminated without Cause or resigns for Good Reason
upon or during the twelve (12) month period after the effective date of a
Change of Control, the Consultant shall automatically become fully vested in all
of his then-outstanding equity awards, any accrued but unpaid consulting fees,
or bonus payment, and the Consultant shall be entitled to receive the
consideration set forth in section 4(a) hereof and shall be entitled to receive
an additional cash severance amount equal to $90,000.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. Indemnification and
Insurance.

     

    (a) The
Company agrees that (i) if the Consultant is made a party, or is threatened
to be made a party to any proceeding by reason of the fact that he is or was a
director, officer, employee, agent, manager, consultant or representative of the
Company or any of its Affiliates, or (ii) if any claim is made, or is
threatened to be made, that arises out of or relates the Consultant’s service in
any of the foregoing capacities, then the Consultant shall be indemnified and
held harmless by the Company to the fullest extent legally permitted, or
authorized, by the certificate of incorporation, bylaws, other organizational
documents, or Board resolutions of the Company, against any and all costs,
expenses, liabilities and losses (including, without limitation, judgments,
interest, expenses of investigation, penalties, fines, ERISA excise taxes or
penalties, reasonable attorneys’ fees, and amounts paid or to be paid in
settlement) incurred or suffered by the Consultant in connection herewith and
such indemnification shall continue as to the Consultant even if he has ceased
to be a consultant or representative of the Company and shall inure to the
benefit of the Consultant’s heirs, executors, administrators and legal
representatives. No amendment of the Company’s certificates of incorporation or
bylaws shall be effective to reduce any of the Consultant’s rights to
indemnification, or advancement of costs and expenses, under this
Section 5.

     

    (b)
During the term of consulting and for a period of six years thereafter, the
Company shall procure and keep in place a directors’ and officers’ liability
insurance policy (or policies) providing comprehensive coverage to the
Consultant.

     

     
7.  Non-compete.  The
Consultant shall not engage in a business in any manner similar to or in
competition with the Company or the Company’s Affiliates during the term of his
engagement.  Furthermore, the Consultant shall not engage in a
business in any manner similar to, or in competition with, the Company’s
business for a period of one year from the date of termination of his engagement
for any reason with the Company.

     

    8. Definitions. For purposes of
this Agreement, the following definitions apply:

     

    “Affiliates”
means all persons and entities directly or indirectly controlling, controlled by
or under common control with the Company, where control may be by management
authority, equity interest or otherwise.

    “Person”
means an individual, a corporation, a limited liability company, an association,
a partnership, an estate, a trust or any other entity or organization, other
than the Company or any of its Affiliates.

     

    9. Assignment. Neither the
Consultant nor the Company may make any assignment of this Agreement or any
interest in it, by operation of law or otherwise, without the prior written
consent of the other. This Agreement shall inure to the benefit of and be
binding upon the Consultant and the Company, and each of our respective
successors, executors, administrators, heirs and permitted assigns.

    


    10. Independent
Contractor.

    


    (a) The parties expressly understand
and agree that Consultant is acting as an independent contractor unrelated to
the Company or any of its parent or subsidiary companies or affiliates. Nothing
in this Agreement creates or is intended to create a relationship, express or
implied, of employer-employee principal-agent, partnership or joint venture
between the Company and Consultant.

    


          (b)
Consultant shall determine the manner and methods utilized to achieve the
results desired by the Company and shall be responsible for his own benefits,
federal and state income tax withholding, FICA or FUTA.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. Severability. If any portion
or provision of this Agreement shall to any extent be declared illegal or
unenforceable by a court of competent jurisdiction, then the remainder of this
Agreement, or the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable, shall
not be affected thereby, and each portion and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.

     

    12. Miscellaneous. This Agreement
sets forth the entire agreement between the Consultant and the Company and
replaces all prior and contemporaneous communications, agreements and
understandings, written or oral, with respect to the terms and conditions of the
Consultant’s consulting. This Agreement may not be modified or amended, and no
breach shall be deemed to be waived, unless agreed to in writing by the
Consultant and an expressly authorized representative of the Board. The headings
and captions in this Agreement are for convenience only and in no way define or
describe the scope or content of any provision of this Agreement. This Agreement
may be executed in two or more counterparts, each of which shall be an original
and all of which together shall constitute one and the same
instrument.

     

    13. Governing Law. This Agreement
shall be governed and construed in accordance with the laws of the State of
California, without regard to the conflict of laws principles
thereof.

     

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

    


    
      
        
          
            
              	
                      IMAGENETIX,
      INC.

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      
	 
      
	
                      Lowell
      Giffhorn