Exhibit
      4.1

    


    IMAGENETIX,
      INC.

    


    2000
      STOCK OPTION PLAN

     

    Article
      1)  Establishment
      and Purpose

    


    1.a)  Establishment.
      Imagenetix, Inc., a Nevada corporation (the “Company”), hereby establishes a
      stock option plan for officers, directors, employees and consultants who provide
      services to the Company, as described herein, which shall be known as the 2000
      Stock Option Plan (the “Plan”). It is intended that certain of the options
      issued under the Plan to employees of the Company shall constitute “Incentive
      Stock Options” within the meaning of section 422A of the Internal Revenue Code
      (“Code”), and that other options issued under the Plan shall constitute
“Nonstatutory Options” under the Code. The Board of Directors of the Company
      (the “Board”) shall determine which options are to be Incentive Stock Options
      and which are to be Nonstatutory Options and shall enter into option agreements
      with recipients accordingly.

    


    1.b)  Purpose.
      The
      purpose of this Plan is to enhance the Company’s stockholder value and financial
      performance by attracting, retaining and motivating the Company’s officers,
      directors, key employees and consultants and to encourage stock ownership by
      such individuals by providing them with a means to acquire a proprietary
      interest in the Company’s success through stock ownership.

    


    Article
      2)  Definitions

    


    2.a)  Definitions.
      Whenever used herein, the following capitalized terms shall have the meanings
      set forth below, unless the context clearly requires otherwise.

    


    i)  “Board”
      means the Board of Directors of the Company.

    


    ii)  “Code”
      means the Internal Revenue Code of 1986, as amended.

    


    iii)  “Committee”
      shall mean the Committee provided for by Article IV hereof.

    


    iv)  “Company”
      means Imagenetix, Inc., a Nevada corporation.

    


    v)  “Consultant”
      means any person or entity, including an officer or director of the Company
      who
      provides services (other than as an Employee) to the Company and shall include
      a
      Nonemployee Director, as defined below.

    


    vi)  “Date
      of Exercise” means the date the Company receives notice, by an Optionee, of the
      exercise of an Option pursuant to section 8.1 of the Plan. Such notice shall
      indicate the number of shares of Stock the Optionee intends to
      exercise.

     

    
      
        
        

      

      
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    vii)  “Employee”
      means any person, including an officer or director of the Company who is
      employed by the Company.

     

    viii)  “Fair
      Market Value” means the fair market value of Stock upon which an Option is
      granted under this Plan.

    


    ix)  “Incentive
      Stock Option” means an Option granted under this Plan which is intended to
      qualify as an “incentive stock option” within the meaning of section 422A of the
      Code.

    


    x)  “Nonemployee
      Director” means a member of the Board who is not an employee of the Company at
      the time an Option is granted hereunder.

    


    xi)  “Nonstatutory
      Option” means an Option granted under the Plan which is not intended to qualify
      as an Incentive Stock Option within the meaning of section 422A of the Code.
      Nonstatutory Options may be granted at such times and subject to such
      restrictions as the Board shall determine without conforming to the statutory
      rules of section 422A of the Code applicable to Incentive Stock
      Options.

    


    xii)  “Option”
      means the right, granted under the Plan, to purchase Stock of the Company at
      the
      option price for a specified period of time. For purposes of this Plan, an
      Option may be either an Incentive Stock Option or a Nonstatutory
      Option.

    


    xiii)  “Optionee”
      means an Employee or Consultant holding an Option under the Plan.

    


    xiv)  “Parent
      Corporation” shall have the meaning set forth in section 425(e) of the Code with
      the Company being treated as the employer corporation for purposes of this
      definition.

    


    xv)  “Significant
      Shareholder” means an individual who, within the meaning of section 422A(b)(6)
      of the Code, owns securities possessing more than ten percent of the total
      combined voting power of all classes of securities of the Company. In
      determining whether an individual is a Significant Shareholder, an individual
      shall be treated as owning securities owned by certain relatives of the
      individual and certain securities owned by corporations in which the individual
      is a shareholder; partnerships in which the individual is a partner; and estates
      or trusts of which the individual is a beneficiary, all as provided in section
      425(d) of the Code.

    


    xvi)  “Stock”
      means the $.001 par value common stock of the Company.

     

    
      
        
        

      

      
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    2.b)  Gender
      and Number.
      Except
      when otherwise indicated by the context, any masculine terminology when used
      in
      this Plan also shall include the feminine gender, and the definition of any
      term
      herein in the singular also shall include the plural.

     

    Article
      3)  Eligibility
      and Participation

    


    3.a)  Eligibility
      and Participation.
      All
      Employees are eligible to participate in this Plan and receive Incentive Stock
      Options and/or Nonstatutory Options hereunder. All Consultants are eligible
      to
      participate in this Plan and receive Nonstatutory Options hereunder. Optionees
      in the Plan shall be selected by the Board from among those Employees and
      Consultants who, in the opinion of the Board, are in a position to contribute
      materially to the Company’s continued growth and development and to its
      long-term financial success.

    


    Article
      4)  Administration

    


    4.a)  Administration.
      The
      Board shall be responsible for administering the Plan.

    


    The
      Board
      is authorized to interpret the Plan; to prescribe, amend, and rescind rules
      and
      regulations relating to the Plan; to provide for conditions and assurances
      deemed necessary or advisable to protect the interests of the Company; and
      to
      make all other determinations necessary or advisable for the administration
      of
      the Plan, but only to the extent not contrary to the express provisions of
      the
      Plan. Determinations, interpretations or other actions made or taken by the
      Board, pursuant to the provisions of this Plan, shall be final and binding
      and
      conclusive for all purposes and upon all persons.

    


    The
      Plan
      shall be administered by the Board of Directors, acting as a Compensation
      Committee (the “Committee”). The Committee shall have full power and authority,
      subject to the limitations of the Plan and any limitations imposed by the Board,
      to construe, interpret and administer the Plan and to make determinations which
      shall be final, conclusive and binding upon all persons, including, without
      limitation, the Company, the stockholders, the directors and any persons having
      any interests in any Options which may be granted under the Plan, and, by
      resolution or resolution providing for the creation and issuance of any such
      Option, to fix the terms upon which, the time or times at or within which,
      and
      the price or prices at which any Stock may be purchased from the Company upon
      the exercise of Options, which terms, time or times and price or prices shall,
      in every case, be set forth or incorporated by reference in the instrument
      or
      instruments evidencing such Option, and shall be consistent with the provisions
      of the Plan.

    


    The
      Board
      may from time to time remove members from or add members to, the Committee.
      The
      Board may terminate the Committee at any time. Vacancies on the Committee,
      howsoever caused, shall be filled by the Board. The Committee shall select
      one
      of its members as Chairman, and shall hold meetings at such times and places
      as
      the Chairman may determine. A majority of the Committee at which a quorum is
      present, or acts reduced to or approved in writing by all of the members of
      the
      Committee, shall be the valid acts of the Committee. A quorum shall consist
      of
      two-thirds (2/3) of the members of the Committee.

     

    
      
        
        

      

      
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    Where
      the
      Committee has been created by the Board, references herein to actions to be
      taken by the Board shall be deemed to refer to the Committee as well, except
      where limited by the Plan or the Board.

    


    The
      Board
      shall have all of the enumerated powers of the Committee but shall not be
      limited to such powers. No member of the Board or the Committee shall be liable
      for any action or determination made in good faith with respect to the Plan
      or
      any Option granted under it.

    


    4.b)  Special
      Provisions for Grants to Officers or Directors.
      Rule
      16b-3 under the Securities and Exchange Act of 1934 (the “Act”) provides that
      the grant of a stock option to a director or officer of a company subject to
      the
      Act will be exempt from the provisions of section 16(b) of the Act if the
      conditions set forth in said Rule are satisfied. Unless otherwise specified
      by
      the Board, grants of Options hereunder to individuals who are officers or
      directors of the Company shall be made in a manner that satisfies the conditions
      of said Rule.

    


    Article
      5)  Stock
      Subject to the Plan

    


    5.a)  Number.
      The
      total number of shares of Stock hereby made available and reserved for issuance
      under the Plan shall be 1,500,000. The aggregate number of shares of Stock
      available under this Plan shall be subject to adjustment as provided in section
      5.3. The total number of shares of Stock may be authorized but unissued shares
      of Stock, or shares acquired by purchase as directed by the Board from time
      to
      time in its discretion, to be used for issuance upon exercise of Options granted
      hereunder.

    


    5.b)  Unused
      Stock.
      If an
      Option shall expire or terminate for any reason without having been exercised
      in
      full, the unpurchased shares of Stock subject thereto shall (unless the Plan
      shall have terminated) become available for other Options under the
      Plan.

    


    5.c)  Adjustment
      in Capitalization.
      In the
      event of any change in the outstanding shares of Stock by reason of a stock
      dividend or split, recapitalization, reclassification or other similar corporate
      change, the aggregate number of shares of Stock set forth in section 5.1 shall
      be appropriately adjusted by the Board to reflect such change. The Board’s
      determination shall be conclusive; provided, however, that fractional shares
      shall be rounded to the nearest whole share. In any such case, the number and
      kind of shares of Stock that are subject to any Option (including any Option
      outstanding after termination of employment) and the Option price per share
      shall be proportionately and appropriately adjusted without any change in the
      aggregate Option price to be paid therefore upon exercise of the
      Option.

     

    
      
        
        

      

      
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      Article
        6)  Duration
        of the Plan

       

    

    6.a)  Duration
      of the Plan.
      The
      Plan shall be in effect until August 21, 2010 unless extended by the Company’s
      shareholders. Any Options outstanding at the end of said period shall remain
      in
      effect in accordance with their terms. The Plan shall terminate before the
      end
      of said period, if all Stock subject to it has been purchased pursuant to the
      exercise of Options granted under the Plan.

    


    Article
      7)  Terms
      of Stock Options

    


    7.a)  Grant
      of Options.
      Subject
      to section 5.1, Options may be granted to Employees or Consultants at any time
      and from time to time as determined by the Board; provided, however, that
      Consultants may receive only Nonstatutory Options, and may not receive Incentive
      Stock Options. The Board shall have complete discretion in determining the
      number of Options granted to each Optionee. In making such determinations,
      the
      Board may take into account the nature of services rendered by such Employees
      or
      Consultants, their present and potential contributions to the Company, and
      such
      other factors as the Board in its discretion shall deem relevant. The Board
      also
      shall determine whether an Option is to be an Incentive Stock Option or a
      Nonstatutory Option.

    


    In
      the
      case of Incentive Stock Options the total Fair Market Value (determined at
      the
      date of grant) of shares of Stock with respect to which incentive stock options
      are exercisable for the first time by the Optionee during any calendar year
      under all plans of the Company under which incentive stock options may be
      granted (and all such plans of any Parent Corporations and any subsidiary
      corporations of the Company) shall not exceed $100,000. (Hereinafter, this
      requirement is sometimes referred to as the “$100,000 Limitation.”)

    


    Nothing
      in this Article VII shall be deemed to prevent the grant of Options permitting
      exercise in excess of the maximums established by the preceding paragraph where
      such excess amount is treated as a Nonstatutory Option.

    


    The
      Board
      is expressly given the authority to issue amended or replacement Options with
      respect to shares of Stock subject to an Option previously granted hereunder.
      An
      amended Option amends the terms of an Option previously granted (including
      an
      extension of the terms of such Option) and thereby supersedes the previous
      Option. A replacement Option is similar to a new Option granted hereunder except
      that it provides that it shall be forfeited to the extent that a previously
      granted Option is exercised, or except that its issuance is conditioned upon
      the
      termination of a previously granted Option.

    


    7.b)  No
      Tandem Options.
      Where
      an Option granted under the Plan is intended to be an Incentive Stock Option,
      the Option shall not contain terms pursuant to which the exercise of the Option
      would affect the Optionee’s right to exercise another Option, or vice versa,
      such that the Option intended to be an Incentive Stock Option would be deemed
      a
      tandem stock option within the meaning of the regulations under section 422A
      of
      the Code.

     

    
      
        
        

      

      
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    7.c)  Option
      Agreement; Terms and Conditions to Apply Unless Otherwise
      Specified.
      As
      determined by the Board on the date of grant, each Option shall be evidenced
      by
      an Option agreement (the “Option Agreement”) that includes the
      nontransferability provisions required by section 10.2 hereof and specifies:
      whether the Option is an Incentive Stock Option or a Nonstatutory Option; the
      Option price; the term (duration) of the Option; the number of shares of Stock
      to which the Option applies; any vesting or exercisability restrictions which
      the Board may impose; in the case of an Incentive Stock Option, a provision
      implementing the $100,000 Limitation; and any other terms or conditions which
      the Board may impose. All such terms and conditions shall be determined by
      the
      Board at the time of grant of the Option.

    


    If
      not
      otherwise specified by the Board or by a written agreement between the Company
      and the Optionee, the following terms and conditions shall apply to Options
      granted under the Plan:

    


    i)  Term.
      The
      Option shall be exercisable to purchase Stock for a period of ten years from
      the
      date of grant, as evidenced by the execution date of the Option
      Agreement.

    


    ii)  Exercise
      of Option.
      Unless
      an Option is terminated as provided hereunder, an Optionee may exercise his
      Option for up to, but not in excess of, the number of shares of Stock subject
      to
      the Option specified below, based on the Optionee’s number of years of
      continuous service with the Company from the date on which the Option is
      granted. In the case of an Optionee who is an Employee, continuous service
      shall
      mean continuous employment; in the case of an Optionee who is a Consultant,
      continuous service shall mean the continuous provision of consulting services.
      In applying said limitations, the amount of shares, if any, previously purchased
      by the Optionee under the Option shall be counted in determining the amount
      of
      shares the Optionee can purchase at any time. The Optionee may exercise his
      Option in the following amounts:

    


    (1)  After
      one (1) year of continuous services to the Company, the Optionee may purchase
      up
      to 33.3% of the shares of Stock subject to the Option;

    


    (2)  After
      two (2) years of continuous services to the Company, the Optionee may purchase
      up to 66.6% of the shares of Stock subject to the Option;

    


    (3)  After
      three (3) years of continuous services to the Company, the Optionee may purchase
      all shares of Stock subject to the Option.

    


    The
      Board
      may specify terms and conditions other than those set forth above, in its
      discretion.

    


    All
      Option Agreements shall incorporate the provisions of the Plan by reference,
      with certain provisions to apply depending upon whether the Option Agreement
      applies to an Incentive Stock Option or to a Nonstatutory Option.

     

    
      
        
        

      

      
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    7.d)  Option
      Price.
      No
      Incentive Stock Option granted pursuant to this Plan shall have an Option price
      that is less than the Fair Market Value of the Stock on the date the Option
      is
      granted. Incentive Stock Options granted to Significant Stockholders shall
      have
      an Option price of not less than 110 percent of the Fair Market Value of the
      Stock on the date of grant. The Option price for Nonstatutory Options shall
      be
      established by the Board and shall not be less than 100 percent of the Fair
      Market Value of the Stock on the date of grant.

    


    7.e)  Term
      of Options.
      Each
      Option shall expire at such time as the Board shall determine, provided,
      however, that no Option shall be exercisable later than ten years from the
      date
      of its grant.

    


    7.f)  Exercise
      of Options.
      Options
      granted under the Plan shall be exercisable at such times and be subject to
      such
      restrictions and conditions as the Board shall in each instance approve, which
      need not be the same for all Optionees.

    


    7.g)  Payment.
      Payment
      for all shares of Stock shall be made at the time that an Option, or any part
      thereof, is exercised, and no shares shall be issued until full payment
      therefore has been made. Payment shall be made (i) in cash or certified funds,
      or (ii) if acceptable to the Board, in Stock or in some other form; provided,
      however, in the case of an Incentive Stock Option, that said other form of
      payment does not prevent the Option from qualifying for treatment as an
      Incentive Stock Option within the meaning of the Code.

    


    Article
      8)   Written
      Notice, Issuance of

    Stock
      Certificates, Stockholder Privileges

    


    8.a)  Written
      Notice.
      An
      Optionee wishing to exercise an Option shall give written notice to the Company,
      in the form and manner prescribed by the Board. Full payment for the shares
      exercised pursuant to the Option must accompany the written notice.

    


    8.b)  Issuance
      of Stock Certificates.
      As soon
      as practicable after the receipt of written notice and payment, the Company
      shall deliver to the Optionee or to a nominee of the Optionee a certificate
      or
      certificates for the requisite number of shares of Stock.

    


    8.c)  Privileges
      of a Stockholder.
      An
      Optionee or any other person entitled to exercise an Option under this Plan
      shall not have stockholder privileges with respect to any Stock covered by
      the
      Option until the date of issuance of a stock certificate for such
      stock.

    


    Article
      9)  Termination
      of Employment or Services

    


    Except
      as
      otherwise expressly specified by the Board for Nonstatutory Options, all Options
      granted under this Plan shall be subject to the following termination
      provisions:

     

    
      
        
        

      

      
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    9.a)  Death.
      If an
      Optionee’s employment in the case of an Employee, or provision of services as a
      Consultant, in the case of a Consultant, terminates by reason of death, the
      Option may thereafter be exercised at any time prior to the expiration date
      of
      the Option or within 12 months after the date of such death, whichever period
      is
      the shorter, by the person or persons entitled to do so under the Optionee’s
      will or, if the Optionee shall fail to make a testamentary disposition of an
      Option or shall die intestate, the Optionee’s legal representative or
      representatives. The Option shall be exercisable only to the extent that such
      Option was exercisable as of the date of Optionee’s death.

    


    9.b)  Termination
      Other Than For Cause or Due to Death.
      In the
      event of an Optionee’s termination of employment, in the case of an Employee, or
      termination of the provision of services as a Consultant, in the case of a
      Consultant, other than by reason of death, the Optionee may exercise such
      portion of his Option as was exercisable by him at the date of such termination
      (the “Termination Date”) at any time within three (3) months of the Termination
      Date; provided, however, that where the Optionee is an Employee, and is
      terminated due to disability within the meaning of Code section 422A, he may
      exercise such portion of his Option as was exercisable by him on his Termination
      Date within one year of his Termination Date. In any event, the Option cannot
      be
      exercised after the expiration of the term of the Option. Options not exercised
      within the applicable period specified above shall terminate.

    


    In
      the
      case of an Employee, a change of duties or position within the Company shall
      not
      be considered a termination of employment for purposes of this Plan. The Option
      Agreements may contain such provisions as the Board shall approve with reference
      to the effect of approved leaves of absence upon termination of
      employment.

    


    9.c)  Termination
      for Cause.
      In the
      event of an Optionee’s termination of employment, in the case of an Employee, or
      termination of the provision of services as a Consultant, in the case of a
      Consultant, which termination is by the Company for cause, any Option or Options
      held by him under the Plan, to the extent not exercised before such termination,
      shall forthwith terminate.

    


    Article
      10)  Rights
      of Optionees

    


    10.a)  Service.
      Nothing
      in this Plan shall interfere with or limit in any way the right of the Company
      to terminate any Employee’s employment, or any Consultant’s services, at any
      time, nor confer upon any Employee any right to continue in the employ of the
      Company, or upon any Consultant any right to continue to provide services to
      the
      Company.

    


    10.b)  Nontransferability.
      Except
      as otherwise specified by the Board for Nonstatutory Options, Options granted
      under this Plan shall be nontransferable by the Optionee, other than by will
      or
      the laws of descent and distribution, and shall be exercisable during the
      Optionee’s lifetime only by the Optionee.


    
      
        
        

      

      
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    Article
      11)  Optionee-Employee’s

    Transfer
      or Leave of Absence

    


    11.a)  Optionee’s
      Transfer or Leave of Absence.
      For
      Plan purposes:

    


    i)  a
      transfer of an Optionee who is an Employee within the Company, or

    


    ii)  a
      leave of absence for such an Optionee (i) which is duly authorized in writing
      by
      the Company, and (ii) if the Optionee holds an Incentive Stock Option, which
      qualifies under the applicable regulations under the Code which apply in the
      case of Incentive Stock Options,

    


    shall
      not
      be deemed a termination of employment. However, under no circumstances may
      an
      Optionee exercise an Option during any leave of absence, unless authorized
      by
      the Board.

    


    Article
      12)  Amendment,
      Modification

    and
      Termination of the Plan

    


    12.a)  Amendment,
      Modification, and Termination of the Plan.
      The
      Board may at any time terminate, and from time to time may amend or modify
      the
      Plan, provided, however, that no such action of the Board, without approval
      of
      the stockholders, may:

    


    i)  increase
      the total amount of Stock which may be purchased through Options granted under
      the Plan, except as provided in Article V;

    


    ii)  change
      the class of Employees or Consultants eligible to receive Options;

    


    No
      amendment, modification or termination of the Plan shall in any manner adversely
      affect any outstanding Option under the Plan without the consent of the Optionee
      holding the Option.

    


    Article
      13)  Acquisition,
      Merger and Liquidation

     

    13.a)  Acquisition.
      In the
      event that an Acquisition occurs with respect to the Company, the Company shall
      have the option, but not the obligation, to cancel Options outstanding as of
      the
      effective date of Acquisition, whether or not such Options are then exercisable,
      in return for payment to the Optionees of an amount equal to a reasonable
      estimate of an amount (hereinafter the “Spread”) equal to the difference between
      the net amount per share of Stock payable in the Acquisition, or as a result
      of
      the Acquisition, less the exercise price of the Option. In estimating the
      Spread, appropriate adjustments to give effect to the existence of the Options
      shall be made, such as deeming the Options to have been exercised, with the
      Company receiving the exercise price payable thereunder, and treating the shares
      receivable upon exercise of the Options as being outstanding in determining
      the
      net amount per share. For purposes of this section, an “Acquisition” shall mean
      any transaction in which substantially all of the Company’s assets are acquired
      or in which a controlling amount of the Company’s outstanding shares are
      acquired, in each case by a single person or entity or an affiliated group
      of
      persons and/or entities. For purposes of this section a controlling amount
      shall
      mean more than 50% of the issued and outstanding shares of stock of the Company.
      The Company shall have such an option regardless of how the Acquisition is
      effectuated, whether by direct purchase, through a merger or similar corporate
      transaction, or otherwise. In cases where the acquisition consists of the
      acquisition of assets of the Company, the net amount per share shall be
      calculated on the basis of the net amount receivable with respect to shares
      upon
      a distribution and liquidation by the Company after giving effect to expenses
      and charges, including but not limited to taxes, payable by the Company before
      the liquidation can be completed.

     

    
      
        
        

      

      
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      Where
        the
        Company does not exercise its option under this section 13.1, the remaining
        provisions of this Article XIII shall apply, to the extent
        applicable.

    

     

    13.b)  Merger
      or Consolidation.
      Subject
      to any required action by the stockholders, if the Company shall be the
      surviving corporation in any merger or consolidation, any Option granted
      hereunder shall pertain to and apply to the securities to which a holder of
      the
      number of shares of Stock subject to the Option would have been entitled in
      such
      merger or consolidation.

    


    13.c)  Other
      Transactions.
      A
      dissolution or a liquidation of the Company or a merger and consolidation in
      which the Company is not the surviving corporation shall cause every Option
      outstanding hereunder to terminate as of the effective date of such dissolution,
      liquidation, merger or consolidation. However, the Optionee either (i) shall
      be
      offered a firm commitment whereby the resulting or surviving corporation in
      a
      merger or consolidation will tender to the Optionee an option (the “Substitute
      Option”) to purchase its shares on terms and conditions both as to number of
      shares and otherwise, which will substantially preserve to the Optionee the
      rights and benefits of the Option outstanding hereunder granted by the Company,
      or (ii) shall have the right immediately prior to such dissolution, liquidation,
      merger, or consolidation to exercise any unexercised Options whether or not
      then
      exercisable, subject to the provisions of this Plan. The Board shall have
      absolute and uncontrolled discretion to determine whether the Optionee has
      been
      offered a firm commitment and whether the tendered Substitute Option will
      substantially preserve to the Optionee the rights and benefits of the Option
      outstanding hereunder. In any event, any Substitute Option for an Incentive
      Stock Option shall comply with the requirements of Code section
      425(a).

    


    Article
      14)  Securities
      Registration

    


    14.a)  Securities
      Registration.
      In the
      event that the Company shall deem it necessary or desirable to register under
      the Securities Act of 1933, as amended, or any other applicable statute, any
      Options or any Stock with respect to which an Option may be or shall have been
      granted or exercised, or to qualify any such Options or Stock under the
      Securities Act of 1933, as amended, or any other statute, then the Optionee
      shall cooperate with the Company and take such action as is necessary to permit
      registration or qualification of such Options or Stock.


    
      
        
        

      

      
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    Unless
      the Company has determined that the following representation is unnecessary,
      each person exercising an Option under the Plan may be required by the Company,
      as a condition to the issuance of the shares pursuant to exercise of the Option,
      to make a representation in writing (a) that the Optionee is acquiring such
      shares for his own account for investment and not with a view to, or for sale
      in
      connection with, the distribution of any part thereof, (b) that before any
      transfer in connection with the resale of such shares, the Optionee will obtain
      the written opinion of counsel for the Company, or other counsel acceptable
      to
      the Company, that such shares may be transferred. The Company may also require
      that the certificates representing such shares contain legends reflecting the
      foregoing.

    


    Article
      15)  Tax
      Withholding

    


    15.a)  Tax
      Withholding.
      Whenever shares of Stock are to be issued in satisfaction of Options exercised
      under this Plan, the Company shall have the power to require the recipient
      of
      the Stock to remit to the Company an amount sufficient to satisfy federal,
      state
      and local withholding tax requirements.

    


    Article
      16)  Indemnification

    


    16.a)  Indemnification.
      To the
      extent permitted by law, each person who is or shall have been a member of
      the
      Board shall be indemnified and held harmless by the Company against and from
      any
      loss, cost, liability, or expense that may be imposed upon or reasonably
      incurred by him in connection with or resulting from any claim, action, suit,
      or
      proceeding to which he may be a party or in which he may be involved by reason
      of any action taken or failure to act under the Plan and against and from any
      and all amounts paid by him in settlement thereof, with the Company’s approval,
      or paid by him in satisfaction of judgment in any such action, suit or
      proceeding against him, provided he shall give the Company an opportunity,
      at
      its own expense, to handle and defend the same before he undertakes to handle
      and defend it on his own behalf. The foregoing right of indemnification shall
      not be exclusive of any other rights of indemnification to which such persons
      may be entitled under the Company’s articles of incorporation or bylaws, as a
      matter of law, or otherwise, or any power that the Company may have to indemnify
      them or hold them harmless.

    


    Article
      17)  Requirements
      of Law

    


    17.a)  Requirements
      of Law.
      The
      granting of Options and the issuance of shares of Stock upon the exercise of
      an
      Option shall be subject to all applicable laws, rules, and regulations, and
      to
      such approvals by any governmental agencies or national securities exchanges
      as
      may be required.

    


    17.b)  Governing
      Law.
      The
      Plan and all agreements hereunder shall be construed in accordance with and
      governed by the laws of the State of California.

     

    
      
        
        

      

      
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    Article
      18)  Effective
      Date of Plan

    


    18.a)  Effective
      Date.
      The
      Plan shall be effective on August 21, 2000, the date of its adoption by the
      Company’s stockholders.

    


    Article
      19)  Compliance
      with Code

    


    19.a)  Compliance
      with Code.
      Incentive Stock Options granted hereunder are intended to qualify as Incentive
      Stock Options under Code section 422A. If any provision of this Plan is
      susceptible to more than one interpretation, such interpretation shall be given
      thereto as is consistent with Incentive Stock Options granted under this Plan
      being treated as Incentive Stock Options under the Code.

    


    Article
      20)  No
      Obligation to Exercise Option

    


    20.a)  No
      Obligation to Exercise.
      The
      granting of an Option shall impose no obligation upon the holder thereof to
      exercise such Option.

    


    Dated
      at
      San Diego, California, August 21, 2000.

    


    
      	
              IMAGENETIX,
                INC.

            
	 	 
	 	 
	 	 
	
              By:

            	
              /S/
                WILLIAM P. SPENCER

            
	 	
              William
                P. Spencer, President

            


    

     

    
      
        
        

      

      
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