EXHIBIT 10.1 IMAGENETIX, INC. AGENCY AGREEMENT

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EXHIBIT 10.1

IMAGENETIX, INC.

AGENCY AGREEMENT

December 28, 2004

[placement agent info]

Ladies and Gentlemen:

        Imagenetix, Inc., a Nevada corporation ("Company"), proposes to offer for sale ("Offering") units ("Units"), each Unit consisting of 50,000 shares of the Company's common stock ("Common Stock"), for a purchase price of $60,000 per Unit.

        The Units will be offered on a "best efforts, $500,000 minimum, $2,000,000 maximum" basis in accordance with Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"), and Regulation D ("Reg D") promulgated thereunder, only to "accredited investors," as defined in Reg D; provided, however, that the Company and                         ("            " or "Placement Agent") may mutually agree to sell up to an additional $500,000 of Units without notice to the investors. The minimum subscription amount will be one Unit, but you may accept subscriptions for fractional Units in your discretion.

        Affiliates of the Placement Agent and the Company may purchase Units in the Offering. Such purchases, if any, shall be credited toward the $500,000 minimum amount required to have a Closing.

        The Units have the terms and conditions reflected in the Company's Confidential Private Placement Memorandum dated December 28, 2004 to be delivered to each purchaser of the Units ("Memorandum"). The Memorandum, together with all exhibits thereto including, without limitation the form of Subscription Agreement ("Subscription Agreement") and recent SEC reports of the Company, will be referred to herein as the "Offering Documents."

1.     Appointment of Placement Agent; The Offering Period .

        1.1    Appointment of Placement Agent.             is hereby appointed exclusive Placement Agent of the Company during the offering period herein specified ("Offering Period") for the purpose of assisting the Company in placing the Units with purchasers who are qualified accredited investors ("Subscribers"). The Placement Agent hereby accepts such agency and agrees to assist the Company in placing the Units with the Subscribers. The Placement Agent's agency hereunder is not terminable by the Company except upon termination of the Offering, a breach by the Placement Agent of its material obligations hereunder or as otherwise provided in Section 7 hereon.

        1.2    Offering Period. The Offering Period shall commence on the day the Offering Documents, in a form ready for distribution to prospective investors, are first made available to the Placement Agent by the Company ("Commencement Date") and shall continue until January 31, 2005; provided, however , that the Offering Period may be extended to a date not later than February 28, 2005 by the mutual decision of the Placement Agent and the Company without notice to any Subscriber (the last day of the Offering Period, as it may be extended, is referred to as the "Termination Date"). If, at any time during the Offering Period, subscriptions for $500,000 of the Units have been received and accepted (and funds in payment therefor have cleared), and the conditions precedent to the initial closing ("Initial Closing") of this Offering as set forth herein have been satisfied, then, upon the mutual consent of the Company and the Placement Agent, an Initial Closing shall take place with respect to such accepted subscriptions and the Offering shall continue until the maximum offering amount of $2,000,000 (or up to $2,500,000, if the Company and the Placement Agent mutually determine to increase the size of the Offering) is sold or the Termination Date is reached, whichever occurs first. After the Initial Closing, subsequent closings may take place with respect to accepted subscriptions at any time during the Offering Period (the Initial Closing and any subsequent closing will each be referred to as a "Closing"). If subscriptions for at least $500,000 of the Units are not received and accepted (and funds in payment therefor cleared) and/or conditions precedent to the Initial Closing have not been satisfied by the Termination Date, then the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction. The Placement Agent may reject any subscription in whole or in part, at any time and for any reason.

        1.3    Purchase Option. The Company hereby agrees to issue and sell to the Placement Agent (and/or its designees) at each Closing, for an aggregate purchase price of $100.00 (paid at the Initial Closing), a Purchase Option to purchase that aggregate number of Shares ("Shares Purchase Option") as would equal 10% of the total number of Shares sold at such closing. The Shares underlying the Purchase Option shall be identical to the Shares sold pursuant to the Offering.

        1.4    Offering Documents. The Company will provide the Placement Agent with a sufficient number of copies of the Offering Documents, including the form of Subscription Agreement to be executed by each Subscriber in the Offering, for delivery to potential Subscribers and such other information, documents and instruments that the Placement Agent deems reasonably necessary to act as Placement Agent hereunder and to comply with the rules, regulations and judicial and administrative interpretations respecting compliance with applicable state and federal statutes related to the Offering.

        1.5    Escrow of Funds. Each Subscriber for the Units shall tender a wire transfer or check to "CST&T AAF Imagenetix Special Account" ("Account") in the amount of the investment subscribed for, to be maintained by Continental Stock Transfer & Trust Company, as escrow agent. Complete wire transfer instructions are set forth on page S-1 of the Subscription Agreement.

        1.6    No Firm Commitment. The Company understands and acknowledges that the undertaking by the Placement Agent pursuant to this Agreement is not a "firm commitment" offering and that the Placement Agent is not obligated in any way to purchase or sell the Units offered hereby.

        1.7    Participation by Selected Dealers. The Placement Agent may engage other persons that are members of the National Association of Securities Dealers, Inc. ("NASD") or registered representatives of such members to assist the Placement Agent in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and the Placement Agent may allow such persons such part of the compensation and payment of expenses payable to the Placement Agent hereunder as the Placement Agent shall determine.

2.     Representations and Warranties of the Company . The Company hereby represents and warrants to the Placement Agent and the Selected Dealers upon the execution of this Agreement and again at the Initial Closing and each subsequent Closing as follows:

        2.1    Due Incorporation and Qualification. The Company has been duly incorporated, is validly existing and is in good standing under the laws of Nevada and is duly qualified as a foreign corporation for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, operations, assets, financial condition or prospects of the Company ("Material Adverse Effect"). The Company has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as described in the Offering Documents.

        2.2    Authorized Capital; Outstanding Securities. As of the date hereof, the Company's capitalization, consisting of its authorized, issued and outstanding shares of Common Stock and convertible securities (including all options and warrants and other obligations to issue shares of its Common Stock), is as described on Schedule 2.2 attached hereto. Except as set forth on Schedule 2.2 , the Company does not have outstanding any option, warrant, convertible security, or other right permitting or requiring it to issue, or otherwise to purchase or convert any obligation into, shares of Common Stock or other securities of the Company and the Company has not agreed to issue or sell any shares of Common Stock or other securities of the Company. As of the Initial Closing, there will be no securities of the Company outstanding other than as set forth on Schedule 2.2 , except for (i) the securities issued in the Offering and (ii) additional Common Stock issued upon conversion or exercise of currently outstanding options and warrants. All of the issued and outstanding securities of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. None of the holders of such outstanding securities is subject to personal liability solely by reason of being such a holder. The offers and sales of all securities of the Company within the last three years were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or exempt from such registration. At the time of the Initial Closing, the Company will have reserved for issuance a sufficient number of shares of Common Stock to be issued upon exercise of the Purchase Option.

        2.3    Registration Rights. Except as set forth on Schedule 2.3 , no holder of any of the Company's securities has any "piggyback" or demand registration rights with respect to which the Company has not already registered such securities and no party has any right to have any securities owner by them included on the Registration Statement which the Company covenants to file with the Securities and Exchange Commission ("Commission") to register the securities sold in the Offering ("Registration Statement").

        2.4    Financial Statements. The financial statements of the Company, including the notes thereto, included in the Offering Documents ("Financials") fairly present, in all material respects, the financial position and results of operations of the Company at the dates thereof and for the periods covered thereby, subject, in the case of interim periods, to year-end adjustments and normal recurring accruals and to the extent that such Financials may not include footnotes. Such Financials have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved except as may otherwise be stated therein and except that the notes in the interim financial statements may be abbreviated and do not contain all of the information in the notes to the audited financial statements. The Company has no material liabilities or obligations, contingent, direct, indirect or otherwise except (i) as set forth in the latest balance sheet included in the Financials or the footnotes thereto (the date of such balance sheet being referred to as the "Balance Sheet Date"), and (ii) those incurred in the ordinary course of business since the Balance Sheet Date. Except as may be disclosed in the Financials or as contemplated in this Agreement or the Offering Documents, there are no amounts due to any officers, directors or 5% or greater stockholders of the Company, or to any of their respective affiliates, other than salary and other compensation and expense reimbursements.

        2.5    No Material Adverse Changes. Since the Balance Sheet Date, there has not been any material adverse change in the condition, financial or otherwise, of the Company.

        2.6    Subsidiaries. The Company has no subsidiaries and the Company has no interest in shares of capital stock of or right to acquire an interest in or shares of capital stock of any other corporation, limited liability company, partnership or other entity.

        2.7    Taxes. The Company has filed all federal tax returns and all state and municipal and local tax returns (whether relating to income, sales, franchise, withholding, real or personal property or other types of taxes) required to be filed under the laws of the United States and applicable states, and has paid in full all taxes that have become due pursuant to such returns or claimed to be due by any taxing authority; provided, however, that the Company has not paid any tax, assessment, charge, levy or license fee that it is contesting in good faith and by proper proceedings and adequate reserves for the accrual of same are maintained if required by generally accepted accounting principles. The Company has withheld, collected and paid all levies, assessments, license fees and taxes to the extent required. As used herein, "tax" or "taxes" include all taxes, charges, fees, levies or other assessments imposed by any Federal, state, local, or foreign taxing authority, including, without limitation, income, premium, recapture, credit, excise, property, sales, use, occupation, service, service use, leasing, leasing use, value added, transfer, payroll, employment, license, stamp, franchise or similar taxes (including any interest earned thereon or penalties or additions attributable thereto).

        2.8    Finder's Fees; Other Broker/Dealers. The Company is not obligated to pay a finder's fee to anyone in connection with the introduction of the Company to the Placement Agent or the consummation of the Offering contemplated hereunder. Except as set forth on Schedule 2.8 , the Company does not owe any monies or other obligations to any NASD member, affiliate or associate other than as may be owed to the Placement Agent under this Agreement.

        2.9    No Pending Actions. Except as set forth on Schedule 2.9 , there are no actions, suits, proceedings, claims or hearings of any kind or nature existing or pending or, to the best knowledge of the Company, threatened and, to the best knowledge of the Company, no investigations or inquiries, before or by any court, or other governmental authority, tribunal or instrumentality (or, to the Company's best knowledge, any state of facts that would give rise thereto), pending or threatened against the Company, or involving the properties or business of the Company, that, as to any matter covered by this Section 2.9, are reasonably likely to result in any Material Adverse Effect, or that questions the validity of the capital stock of the Company or that might adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement.

        2.10  Private Offering Exemption; Offering Documents. The Offering Documents taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Units, Shares and Purchase Option conform in all material respects to the descriptions thereof contained in the Offering Documents. Assuming that (i) a proper Form D is filed in accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Units by the Placement Agent was made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the Securities Act, and (iii) the representations of the Subscribers in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by the Company), the sale of Units in the Offering is exempt from registration under the Securities Act and is in compliance with Reg D.

        2.11  Due Authorization. The Company has full right, power and authority to enter into this Agreement, the Subscription Agreements to issue the Units and Shares, and the Purchase Option, and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements, when executed and delivered, will have been, duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Subscription Agreements and the Purchase Option, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as the enforceability thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy.

        2.12  Non-Contravention; Consents. The Company's execution and delivery of this Agreement, the Subscription Agreements and the Purchase Option and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated herein and therein will not (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of, any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company is subject, (ii) result in any violation of the provisions of the Certificate of Incorporation of the Company as amended and as currently in effect ("Certificate of Incorporation") or the bylaws of the Company as currently in effect ("Bylaws"); (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business (collectively, "Laws"), except where such violation(s) would not, singly or in the aggregate, result in a Material Adverse Effect; or (iv) have any effect on any permit, certification, registration, approval, consent, license or franchise (collectively, "Permits") necessary for the Company to own or lease and operate any of its properties or to conduct its business, except for such effects as would not, singly or in the aggregate, have a Material Adverse Effect. No consent, Permit, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement or the Subscription Agreements, and the issuance of the Units and Shares, except that (i) the Company is obligated to timely file a proper Form D in accordance with Rule 503 of Reg D, and (ii) the offer and sale of such securities in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions.

        2.13  Valid Issuances. The Shares that are included in the Units when issued and delivered in accordance with the terms of the Subscription Agreements and this Agreement, will be duly and validly issued. The shares of Common Stock issuable upon exercise of the Purchase Option have been duly and validly authorized and, when issued and delivered in accordance with the terms of this Agreement and the Purchase Option will be duly and validly issued, fully paid and non-assessable. The holders of the securities will not be subject to personal liability by reason of being such holders and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.

        2.14  No Right to Receive or Purchase. The issuance of the Units and Shares in the Offering and the issuance of Common Stock upon exercise of the Purchase Option will not give any holder of any of the Company's outstanding shares of Common Stock, options, warrants or other convertible securities or rights to purchase securities of the Company (i) the right to receive or purchase any additional shares of Common Stock or any other securities of the Company, or (ii) the right to an anti-dilution adjustment to any outstanding securities of the Company.

        2.15  No Regulatory Problems. The Company (i) has not filed a registration statement that is the subject of any pending proceeding or examination under Section 8 of the Securities Act, and is not and has not been the subject of any refusal order or stop order thereunder; (ii) is not subject to any pending proceeding under Rule 258 of the Securities Act or any similar rule adopted under Section 3(b) of the Securities Act, or to an order entered thereunder; (iii) has not been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission; (iv) is not subject to any order, judgment, or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or any order, judgment, or decree of any court of competent jurisdiction permanently restraining or enjoining, the Company from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the Commission; and (v) is not subject to a United States Postal Service false representation order entered under Section 3005 of Title 39, United States Code or a temporary restraining order or preliminary injunction entered under Section 3007 of Title 39, United States Code, with respect to conduct alleged to have violated Section 3005 of Title 39, United States Code. To the Company's knowledge, none of the Company's directors or executive officers (i) has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security, involving the making of a false filing with the Commission, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, or investment advisor; (ii) is subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment or decree of any court of competent jurisdiction permanently enjoining or restraining, such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, or involving the making of a false filing with the Commission, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, or investment adviser; (iii) is subject to an order of the Commission entered pursuant to Section 15(b), 15B(a) or 15B(c) of the Exchange Act, or is subject to an order of the Commission entered pursuant to Section 203(e) or (f) of the Investment Advisers Act of 1940; (iv) is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to Section 6 of the Exchange Act, an association registered as a national securities association under Section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; or (v) is subject to a United States Postal Service false representation order entered under Section 3005 of Title 39, United States Code, or is subject to a restraining order or preliminary injunction entered under Section 3007 of Title 39, United States Code, with respect to conduct alleged to have violated Section 3005 of Title 39, United States Code.

        2.16  Material Contracts; No Defaults. The exhibit index set forth in the Company's Annual Report on Form 10-KSB for the year ended March 31, 2004, as it may have been updated with subsequent filings by the Company with the Commission, contains a true and complete list of all material contracts, agreements, instruments, indentures, mortgages, loans, leases, licenses, arrangements or undertakings of any nature, of the Company that are required to be filed with the Commission (collectively, "Contracts"). The Company is not a party to any other material Contracts. Except in instances which singly or in the aggregate would not cause a Material Adverse Effect, each of the Contracts is in full force and effect, the Company has performed in all material respects all of its obligations thereunder and is not in default thereunder, and no party to a Contract has made a claim to the effect that the Company has failed to perform any obligations thereunder. To the knowledge of the Company, there is no plan, intention, or indication of any contracting party to a Contract to cause termination, cancellation or modification of such Contract or to reduce or otherwise change its activity thereunder so as to adversely affect in any material respect the benefits derived or expected to be derived therefrom by the Company, except where such termination, cancellation or modification of such Contract or reduction or other change would not have a Material Adverse Effect. The Company does not know of the occurrence of any event or the existence of any state of facts that with notice or the passage of time or both could cause it to be in default under any Contract that could result in a Material Adverse Effect. The Company is not in violation of any term or provision of (i) its Certificate of Incorporation or Bylaws or (ii) any Permit, or applicable Law, except, in the case of (ii), where such violation, singly or in the aggregate, would not have a Material Adverse Effect.

        2.17  Conduct of Business; Compliance with Law. The Company has all requisite corporate power and authority, and has all necessary Permits, to own or lease its properties and conduct its business as described in the Offering Documents, except where the failure to have such Permits would not have a Material Adverse Effect. The Company has been operating its business in compliance with all such Permits, except where such noncompliance would not have a Material Adverse Effect. The disclosures in the Offering Documents concerning the effects of federal, state and local regulation on the Company's business as currently conducted and contemplated are correct in all material respects and do not omit to state a material fact. The Company is in compliance with all Laws except where noncompliance, singly or in the aggregate, would not have a Material Adverse Effect.

        2.18  Liens; Title to Property; Insurance. Except for a security interest in all of the assets of the Company ("Credit Line Lien") granted to Gary McAdams and James Scibelli in connection with their provision to the Company of a line of credit ("Credit Line"), none of the assets of the Company are subject to any liens, encumbrance or mortgage or similar interest. The Company has good and marketable title to, or valid and enforceable leasehold estates in, all items of real and personal property (tangible and intangible) owned or leased by it, free and clear of all liens, encumbrances, claims, security interests, defects and restrictions of any material nature whatsoever, except (a) as reflected in the Financials and (b) such as would not, singly or in the aggregate, have a Material Adverse Effect. The Company has adequately insured its properties against loss or damage by fire or other casualty and maintains such insurance in adequate amounts and Schedule 2.18 sets forth the Company's insurance coverages.

        2.19  Intangibles. The Company owns, licenses or possesses the requisite licenses or rights to use all trademarks, service marks, service names, trade names, patents, patent applications, and copyrights used and to be used by the Company in its business (collectively, "Intangibles"). All of the Company's Intangibles are set forth on Schedule 2.19 hereto. The Intangibles that have been registered in the United States Patent and Trademark Office, the United States Copyright Office and the requisite patent and copyright offices of other jurisdictions have been fully maintained and are in full force and effect except as specifically noted on Schedule 2.19 . There is no claim or action by any person pertaining to, or proceeding pending or, to the Company's knowledge, threatened and the Company has not received any notice of conflict with, the asserted rights of others that challenges the exclusive rights of the Company with respect to any Intangibles used in the conduct of the Company's business. To the best of the Company's knowledge, the Intangibles and the Company's products, services and processes do not infringe on any intangibles held by any third party. To the best of the Company's knowledge, no others have infringed upon the Intangibles of the Company, except in instances that would not cause a Material Adverse Effect. The Company has in place all confidentiality agreements with its employees, consultants and third parties as are reasonably necessary to protect the Company's Intangibles. Except as set forth on Schedule 2.19 , the Company owns the Intangibles free and clear of all liens, security interests or other encumbrances.

        2.20  Employee Matters.

        (a)   The Company has generally enjoyed a satisfactory employer-employee relationship with its employees and is in compliance with all federal, state and local laws and regulations respecting the employment of its employees and employment practices, terms and conditions of employment and wages and hours relating thereto, except where noncompliance, singly or in the aggregate, would not have a Material Adverse Effect. There are no pending investigations involving the Company by any government, Department of Labor or any other governmental agency responsible for the enforcement of employment laws and regulations. There is no unfair labor practice charge or complaint against the Company pending before a Labor Relations Board or any strike, picketing, boycott, dispute, slowdown or stoppage pending or, to the best of the Company's knowledge, threatened against or involving the Company or any predecessor entity and none has ever occurred. No questions concerning representation exist respecting the employees of the Company and no collective bargaining agreement or modification thereof is currently being negotiated by the Company. No grievance or arbitration proceeding is pending under any expired or existing collective bargaining agreements of the Company, if any. The Company is not liable for any severance pay or other payments to any employee or former employee that remains unsatisfied arising from the termination of employment, other than payments, singly or in the aggregate, which would not have a Material Adverse Effect.

        (b)   Except as set forth on Schedule 2.20 , the Company neither maintains, sponsors nor contributes to, nor is it required to contribute to, any program or arrangement that is an "employee pension benefit plan," an "employee welfare benefit plan," or a "multi-employer plan" as such terms are defined in Sections 3(2), 3(1) and 3(37), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") ("ERISA Plans"). The Company does not maintain or contribute to, and has at no time maintained or contributed to, a defined benefit plan, as defined in Section 3(35) of ERISA. If the Company does maintain or contribute to a defined benefit plan, any termination of the plan on the date hereof would not give rise to liability under Title IV of ERISA. No ERISA Plan (or any trust created thereunder) has engaged in a "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended ("Code"), that could subject the Company to any tax penalty for prohibited t