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Preview Full Doc	2000	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (90K) Doc #943595: Click preview link for longer preview. <DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION <TEXT> AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this ___day of October, 2000, among Capital Growth, Inc., a Nevada corporation ("Capital Growth"); Imagenetix, Inc., a Colorado corporation ("Imagenetix"); the Imagenetix stockholders (the "Imagenetix Stockholders"); and the warrant holders, option holders and employee stock option holders (respectively, the "Imagenetix Warrant Holders," the . . . 943595	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Agreement and Plan of Reorganization: Imagenetix, Inc. – TEXT> AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this ___day of October, 2000, among Capital Growth, Inc., a Nevada corporation ("Capital Growth"); Imagenetix, Inc. , a Colorado corporation ("Imagenetix"); the Imagenetix stockholders (the "Imagenetix Stockholders"); and the warrant holders, option holders and employee stock option holders (respectively, the "Imagenetix Warrant Holders," the "Imagenetix Option _____________ "Imagenetix Inc. – Growth, with the written consent of David N. Nemelka, its majority stockholder, shall adopt the resolutions necessary to amend Capital Growth's Articles of Incorporation to change its name to "Imagenetix Inc. " 1.8 Assets and Liabilities of Capital Growth at Closing. Capital Growth shall have no material assets, and no material liabilities (liabilities not to exceed $11,000), at Closing, _____________ "Imagenetix, Inc. – with the written consent of David N. Nemelka, its majority stockholder, shall have adopted the resolutions necessary to amend Capital Growth's Articles of Incorporation to change its name to "Imagenetix, Inc. " 5.8 Adoptions of Imagenetix Employee Stock Option Plan. At or simultaneous with the Closing, Capital Growth shall have adopted and assumed all rights and obligations of Imagenetix under _____________ IMAGENETIX, INC. – related costs. IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Reorganization effective the latest date hereof. CAPITAL GROWTH, INC. Date:____________________. By___________________________________ David N. Nemelka, President IMAGENETIX, INC. Date: ____________________. By___________________________________ William P. Spencer, President 12 AGREEMENT AND PLAN OF REORGANIZATION COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Agreement and Plan of Reorganization ( _____________ Imagenetix, Inc. – Signature Page for that certain Agreement and Plan of Reorganization (the "Agreement") dated as of the _____ day of October, 2000, among Capital Growth, Inc., a Nevada corporation ("Capital Growth"); Imagenetix, Inc. , a Colorado corporation ("Imagenetix"); the Imagenetix stockholders (the "Imagenetix Stockholders"); and the warrant holders, option holders and employee stock option holders (respectively, the "Imagenetix Warrant Holders," the "Imagenetix Option _____________ dt 1333281 ; NAI Natural Alternatives International Inc. ( Medicinal Chemicals & Botanical Products ) As referenced in this Agreement and Plan of Reorganization: Natural Alternatives International, Inc – Imagenetix dated September 6, 2000, respecting this offering, has been previously provided to Capital Growth and its legal counsel. Imagenetix is subject to a counter-claim filed against it by Natural Alternatives International, Inc . ("NAI"), which was filed in response to a civil action brought by Imagenetix against NAI. EXHIBIT F Interwest Transfer Co. 1981 E. Murray-Holladay Rd. Salt Lake City, _____________ dt 1477752 ;	Equitex Equitex, Inc. ( Consumer Financial Services ) As referenced in this Agreement and Plan of Reorganization: Equitex Inc – 2715 Bissonnet Ste #303 Restricted Stock Restricted Stock Houston, Tx. 77005 Warrants Warrants 11,250@$1 11,250 @$1 -------------------------------------------------------------------------------------------------------------------------------- Henry Fong (561) 624-0885 168,750 168,750 C/O Equitex Inc . (303) 337-9665 Restricted Stock Restricted Stock 2401 PGA Blvd. Ste# 190 Palm Beach, Fla. 33410 -------------------------------------------------------------------------------------------------------------------------------- Gary Agron (303) 770B7254 100,000 100,000 Agron & Associates Restricted Stock Restricted _____________ Equitex, Inc – Englewood, CO 80111 Warrants Warrants 50,000@$2.00 50,000@$2.00 -------------------------------------------------------------------------------------------------------------------------------- Gulfstream 1998 (561) 624-0885 37,500 37,500 Irrevocable Trust Restricted Stock Restricted Stock C/O Equitex, Inc . 2401 PGA Blvd. #190 Palm Beach, FLA 33410 Warrants Warrants 37,500 @$1.00 37,500 @$1.00 -------------------------------------------------------------------------------------------------------------------------------- J Paul Consulting (303) 713-1629 Warrants Warrants 6041 Syracuse Wy _____________ dt 1475295
Full Doc	2009	Certification of Chief Executive Officer and Chief Financial Officer Certification of Chief Executive Officer and Chief Financial Officer (4K) Doc #3874637: This document is immediately available for purchase, but does not have a preview available for viewing. 3874637	Imagenetix Imagenetix, Inc. ( Personal & Household Products )
Preview Full Doc	2001	Exclusive License and Distribution Agreement Exclusive License and Distribution Agreement (68K) Doc #943591: Click preview link for longer preview. THIS EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT, ("Agreement") is made and entered into effective as of this 5th day of January 2000 by and between Imagenetix, Inc. a duly organized California corporation with offices located at 16935 W. Bernardo Drive, Suite #101, San Diego, California, 92127 (hereinafter "Imagenetix, Inc.") and Natrol, Inc., a Delaware corporation (hereinafter the "Natrol"). RECITALS -------- A. WHEREAS, Imagenetix has developed, and is manufacturing and distributing in raw material and soft-gel form, a proprietary dietary . . . 943591	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Exclusive License and Distribution Agreement: Imagenetix, Inc. – 02 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT -------------------------------------------- THIS EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT, ("Agreement") is made and entered into effective as of this 5th day of January 2000 by and between Imagenetix, Inc. a duly organized California corporation with offices located at 16935 W. Bernardo Drive, Suite #101, San Diego, California, 92127 (hereinafter "Imagenetix, Inc.") and Natrol, Inc., a Delaware corporation (hereinafter _____________ "Imagenetix, Inc. – 5th day of January 2000 by and between Imagenetix, Inc. a duly organized California corporation with offices located at 16935 W. Bernardo Drive, Suite #101, San Diego, California, 92127 (hereinafter "Imagenetix, Inc. ") and Natrol, Inc., a Delaware corporation (hereinafter the "Natrol"). RECITALS -------- A. WHEREAS, Imagenetix has developed, and is manufacturing and distributing in raw material and soft-gel form, a proprietary _____________ IMAGENETIX, INC. – IN WITNESS WHEREOF, Natrol and Imagenetix have caused this instrument to be executed by their duly authorized employees, to be effective as of the day and year first above written. IMAGENETIX, INC. NATROL, INC. By: /s/ William P. Spencer By: /s/ Elliott Balbert -------------------------- ------------------------------- William P. Spencer Elliott Balbert Date: 01-05-00 Date: 01-12-00 11 EXHIBIT A-1 _____________ dt 1333279 ;	Natrol Natrol, Inc. ( Medicinal Chemicals & Botanical Products ) As referenced in this Exclusive License and Distribution Agreement: Natrol, – January 2000 by and between Imagenetix, Inc. a duly organized California corporation with offices located at 16935 W. Bernardo Drive, Suite #101, San Diego, California, 92127 (hereinafter "Imagenetix, Inc.") and Natrol, Inc., a Delaware corporation (hereinafter the "Natrol"). RECITALS -------- A. WHEREAS, Imagenetix has developed, and is manufacturing and distributing in raw material and soft-gel form, a proprietary dietary supplement _____________ "Natrol" – a duly organized California corporation with offices located at 16935 W. Bernardo Drive, Suite #101, San Diego, California, 92127 (hereinafter "Imagenetix, Inc.") and Natrol, Inc., a Delaware corporation (hereinafter the "Natrol" ). RECITALS -------- A. WHEREAS, Imagenetix has developed, and is manufacturing and distributing in raw material and soft-gel form, a proprietary dietary supplement known as Cetylmyristoleate complex and uses thereof _____________ Natrol – raw material and soft-gel form, a proprietary dietary supplement known as Cetylmyristoleate complex and uses thereof and related subject matter (hereinafter the "Licensed Products" as defined hereinbelow); B. WHEREAS, Natrol is engaged in the business of manufacturing, and making into tablets, encapsulating, packaging, marketing, selling and distributing dietary supplements, and desires to make tablets, encapsulate, package, market, sell and distribute _____________ Natrol – encapsulate, package, market, sell and distribute the Licensed Products, and has filed two trademark applications with respect to two registered trademarks, Cetyl-MaxTM and CetylPureTM, which may be used by Natrol to describe the Licensed Products; C. WHEREAS, Imagenetix is the sole and exclusive owner of certain proprietary technology, intellectual property, and/or Trademark Rights, Patent Rights, and Know-How (as _____________ Natrol – exclusive owner of certain proprietary technology, intellectual property, and/or Trademark Rights, Patent Rights, and Know-How (as such terms are defined below) relating to the Licensed Products. D. WHEREAS, Natrol desires to obtain and Imagenetix is willing to grant, both an exclusive license and a non-exclusive license under the Trademark Rights, Patent Rights and Know-How on the terms _____________ dt 1390022
Preview Full Doc	2006	Exclusive Patent License Agreement Exclusive Patent License Agreement (50K) Doc #2168682: Click preview link for longer preview. Shaded Area - Internal University Use Only PTM Agreement No.: PTM Docket No.(s):Z05113 UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENT THIS AGREEMENT is dated and effective as of the date of last signature (the "Effective Date"), and is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota (the "University"), and Imagenetix, a corporation, under the laws of the state of Nevada (the "Company"). Purpose The . . . 2168682	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Exclusive Patent License Agreement: Imagenetix, Inc. – Group 360 McNamara Alumni Center 200 Oak Street S.E. Minneapolis, MN 55455-2006 Facsimile No.: (612) 626-9624 E-mail: contracts@mail.ogc.umn.edu If to the Company: Imagenetix, Inc. Attn: William P. Spencer 16935 West Bernardo Drive, Suite 101 San Diego, CA 92127 Facsimile No.: 858-674-8455 E-mail: bill@imagenetix.net 14 22. Publicity. The University _____________ dt 1563483
Preview Full Doc	2006	Exclusive Patent License Agreement Exclusive Patent License Agreement (50K) Doc #2254056: Click preview link for longer preview. Shaded Area - Internal University Use Only PTM Agreement No.: PTM Docket No.(s):Z05113 UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENT THIS AGREEMENT is dated and effective as of the date of last signature (the "Effective Date"), and is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota (the "University"), and Imagenetix, a corporation, under the laws of the state of Nevada (the "Company"). Purpose The . . . 2254056	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Exclusive Patent License Agreement: Imagenetix, Inc. – Group 360 McNamara Alumni Center 200 Oak Street S.E. Minneapolis, MN 55455-2006 Facsimile No.: (612) 626-9624 E-mail: contracts@mail.ogc.umn.edu If to the Company: Imagenetix, Inc. Attn: William P. Spencer 16935 West Bernardo Drive, Suite 101 San Diego, CA 92127 Facsimile No.: 858-674-8455 E-mail: bill@imagenetix.net 14 22. Publicity. The University _____________ dt 1563484
Preview Full Doc	2003	Exclusive Supply and Distribution Agreement Exclusive Supply and Distribution Agreement (13K) Doc #943581: Click preview link for longer preview. EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT THIS EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as of this 17th day of March, 2003 by and between Imagenetix, Inc. a California corporation ("Imagenetix"), whose principal place of business is 16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and Sanavive Ltd., located at 5675 North Oracle Road, Suite 3101, Tucson, Arizona 85704. WHEREAS, Imagenetix has developed and manufactures proprietary bioceutical topical cream products (hereinafter the " . . . 943581	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Exclusive Supply and Distribution Agreement: Imagenetix, Inc. – FILENAME>ex10.txt EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT THIS EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as of this 17th day of March, 2003 by and between Imagenetix, Inc. a California corporation ("Imagenetix"), whose principal place of business is 16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and Sanavive Ltd., located at 5675 North Oracle Road, _____________ IMAGENETIX, INC. – in the state of California, and shall be construed in accordance with California law. IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. IMAGENETIX, INC. SANAVIVE LTD. /s/William P. Spencer /s/John R. Payne By: William P. Spencer By: John R. Payne Its: President Its: Authorized Representative Schedule A Size Description Price _____________ dt 1563481
Preview Full Doc	2003	Exclusive Supply and Distribution Agreement Exclusive Supply and Distribution Agreement (13K) Doc #943583: Click preview link for longer preview. EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT THIS EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as of this 1st day of July, 2002 by and between Imagenetix, Inc. a California corporation ("Imagenetix"), whose principal place of business is 16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and ChiRx, Inc. a Colorado corporation ("ChiRx") whose principal place of business is 14 Red Tail Drive, Highlands Ranch, Colorado, 80126. WHEREAS, Imagenetix has developed and manufactures a . . . 943583	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Exclusive Supply and Distribution Agreement: Imagenetix, Inc. – ex10-13.txt EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT THIS EXCLUSIVE SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as of this 1st day of July, 2002 by and between Imagenetix, Inc. a California corporation ("Imagenetix"), whose principal place of business is 16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and ChiRx, Inc. a Colorado corporation ("ChiRx") whose principal _____________ IMAGENETIX, INC. – in the state of California, and shall be construed in accordance with California law. IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. IMAGENETIX, INC. ChiRx, Inc. /s/William P. Spencer /w/Gary Kabot _________________________ By: William P. Spencer By: Gary Kabot Its: President Its: President Exhibit A Pricing Item Size Description Price _____________ dt 1563482
Preview Full Doc	2003	Supply and Distribution Agreement [dietary supplement, arthritis cream] Supply and Distribution Agreement [dietary supplement, arthritis cream] (13K) Doc #130029: Click preview link for longer preview. SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as of this 8th day of January, 2003 by and between Imagenetix, Inc. a California corporation ("Imagenetix"), whose principal place of business is 16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and Newport Bioceuticals, LLC, a Nevada limited liability company ("Newport Bioceuticals"), whose principal place of business is 2436 West Coast Highway, Suite 2A, Newport Beach CA 92663. WHEREAS, Imagenetix has developed and manufactures a proprietary dietary supplement and cream for arthritis (hereinafter the "Product" and or "Celadrin ", as defined below); and WHEREAS, Newport Bioceuticals is engaged in the business of marketing and distributing dietary supplements and bioceutical products and desires to market, sell and distribute the Product; 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 this Section 1 shall have the meanings indicated below: 1.1 "Product" shall mean the uniquely efficacious, proprietary arthritis products developed by Imagenetix and currently marketed under the brand name Celadrin. 130029	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Supply and Distribution Agreement [dietary supplement, arthritis cream]: Imagenetix, Inc. – 4 {FILENAME}ex10-12txt.txt {TEXT} SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY AND DISTRIBUTION AGREEMENT, ("Agreement") is entered into as of this 8th day of January, 2003 by and between Imagenetix, Inc. a California corporation ("Imagenetix"), whose principal place of business is 16935 West Bernardo Drive, Suite 101, San Diego, California 92127 and Newport Bioceuticals, LLC, a Nevada limited liability company (" _____________ IMAGENETIX, INC. – in the state of California, and shall be construed in accordance with California law. IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first above written. IMAGENETIX, INC. NEWPORT BIOCEUTICALS, LLC. /s/William P. Spencer /s/George Vrabeck By: William P. Spencer By: George Vrabeck, on behalf of Its: President Newport Bioceuticals, LLC {PAGE} {/TEXT} {/DOCUMENT} _____________ dt 1333276 ;	Newport Bioceuticals, LLC
Preview Full Doc	2009	Sale and Purchase Agreement Sale and Purchase Agreement (34K) Doc #3476573: Click preview link for longer preview. 3476573	Imagenetix Imagenetix, Inc. ( Personal & Household Products )
Preview Full Doc	2001	Supply and Distribution Agreement Supply and Distribution Agreement (53K) Doc #943592: Click preview link for longer preview. THIS SUPPLY AND DISTRIBUTION AGREEMENT (the "Agreement") is entered of the 8th day of January, 2001 by and between Imagenetix, Inc., a California corporation ("Imagenetix"), whose principle place of business is 16935 West Bernardo Road, Suite #101 Diego, California 92127; and The Enrich Corporation ("Enrich"), whose principal place of business is: 748 North 1340 West, Orem, Utah 84057. WHEREAS, Imagenetix has developed and manufactures a proprietary dietary supplement soft-gel product containing cetyl myristoleate as an active ingredient in the . . . 943592	Imagenetix Imagenetix, Inc. ( Personal & Household Products ) As referenced in this Supply and Distribution Agreement: Imagenetix, Inc. – AND DISTRIBUTION AGREEMENT EXHIBIT 10.03 SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY AND DISTRIBUTION AGREEMENT (the "Agreement") is entered of the 8th day of January, 2001 by and between Imagenetix, Inc. , a California corporation ("Imagenetix"), whose principle place of business is 16935 West Bernardo Road, Suite #101 Diego, California 92127; and The Enrich Corporation ("Enrich"), whose principal place of business _____________ Imagenetix, Inc. – warranties herein, or that is not in compliance with the law, or that fails to conform to the specifications in exhibits A and C herein. Supply and Distribution Agreement Imagenetix, Inc. and Enrich Showcase International, Inc. Page 2 of 21 1.6 "Direct Selling" means that channel of distribution of products and services that involves face-to-face selling by _____________ Imagenetix, Inc. – 3.3 Lead Times. Lead times from purchase order placement to shipment shall be approximately eight (8) but not more than ten (10) calendar weeks. Supply and Distribution Agreement Imagenetix, Inc. and Enrich Showcase International, Inc. Page 3 of 2l 3.4 Affiliates Imagenetix shall accept purchase orders from all of Enrich's affiliates, locations and operations pursuant to the _____________ Imagenetix, Inc. – prices for raw materials; and 4.1.3 Imagenetix provides Enrich adequate proof of the proposed effective date of said price increase to Enrich; and Supply and Distribution Agreement Imagenetix, Inc. and Enrich Showcase International, Inc. Page 4of21 4.1.4 Imagenetix provides Enrich the specific amount of raw material per kilogram of bulk Product; and 4.1.5 Imagenetix _____________ Imagenetix, Inc. – Destination, with risk of loss or damage passing to Enrich at the time of delivery. The prices in Exhibit B shall include the shipping costs. Supply and Distribution Agreement Imagenetix, Inc. and Enrich Showcase International, Inc. Page 5 of 2l 5.1.6. Packaging and method of shipment utilized by Imagenetix shall be consistent with the nature of the Product _____________ dt 1333280

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