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<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION

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                      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 Holders" and the

"Imagenetix Employee Stock Option Holders," collectively, the "Imagenetix

Warrant and Option Holders"), all of whom are listed on Exhibit A hereto and who

execute and deliver a copy of this Agreement.



                                   WITNESSETH:



                                    RECITALS

                                    --------



     WHEREAS, the respective Boards of Directors of Capital Growth and

Imagenetix have adopted resolutions pursuant to which Capital Growth shall

acquire and the Imagenetix Stockholders shall exchange 100% of the outstanding

common stock of Imagenetix; and



     WHEREAS, the sole consideration for 100% of the outstanding common stock of

Imagenetix (6,550,000 shares) shall be the exchange of a like number of $0.001

par value common stock of Capital Growth (which shares are all "restricted

securities" as defined in Rule 144 of the Securities and Exchange Commission) as

outlined in Exhibit A; and



     WHEREAS, such resolutions also provide for the exchange of outstanding

warrants (2,790,000 warrants) and options (225,000 options and 300,000 employee

stock options) by the Imagenetix Warrant and Option Holders for like warrants

and options of Capital Growth, and the adoption by Capital Growth of the

Employee Stock Option Plan of Imagenetix;



     WHEREAS, the sole consideration for the exchange of the outstanding

warrants and options of Imagenetix shall be the exchange of a like number of

warrants and options of Capital Growth (which warrants and options shall be

"restricted securities" as defined in Rule 144 of the Securities and Exchange

Commission) as outlined in Exhibit A; and



     WHEREAS, the Imagenetix Stockholders and the Imagenetix Warrant and Option

Holders shall acquire in exchange such "restricted securities" of Capital Growth

in a reorganization within the meaning of Section 368(a)(1)(B) of the Internal

Revenue Code of 1986, as amended;



     NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, it is agreed:



                                    Section 1



                                Exchange of Stock

                                -----------------



     1.1 Transfer and Number of Shares and Warrants and Options. The Imagenetix

Stockholders agree to transfer to Capital Growth at the closing (the "Closing")

100% of the outstanding common stock of Imagenetix listed in Exhibit A, which is

attached hereto and incorporated herein by reference (the "Imagenetix Shares"),



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in exchange for 6,550,000 shares of common stock of Capital Growth, pro rata,

also as outlined in Exhibit A. The Imagenetix Warrant and Option Holders shall

exchange the 2,790,000 warrants (the "Imagenetix Warrants") and 525,000 options

(225,000 options [the "Imagenetix Options"] and 300,000 employee stock options

[the "Imagenetix Employee Stock Options"]) for like warrants and options of

Capital Growth, also as outlined in Exhibit A. The pre-Agreement outstanding

securities of Capital Growth will amount to 2,000,000 shares of common stock and

393,750 common stock purchase warrants (the "Capital Growth Warrants"), after

taking into account the cancellation of 22,500,018 of the 24,500,018 outstanding

shares of Capital Growth's common stock and 5,731,250 of the 6,125,000

outstanding Capital Growth Warrants by certain principal stockholders and others

as outlined in Section 1.4 below; accordingly, assuming all Imagenetix

Stockholders and all Imagenetix Warrant and Option Holders become party to the

Agreement, there will be 8,550,000 post-Agreement outstanding shares of common

stock of the reorganized Capital Growth; 3,183,750 outstanding warrants

(2,790,000 that were exchanged by the Imagenetix Warrant Holders and 393,750

that were retained by the Capital Growth warrant holders); and 525,000

outstanding options (225,000 options that were exchanged by the Imagenetix

Option Holders and 300,000 that were exchanged by the Imagenetix Employee Stock

Option Holders).



     1.2 Delivery of Certificates and/or Warrants and Options by Imagenetix

Stockholders. The transfer of the Imagenetix Shares by the Imagenetix

Stockholders and/or the transfer of the Imagenetix Warrants, the Imagenetix

Options and the Imagenetix Employee Stock Options shall be effected by the

delivery to Capital Growth at the Closing of stock certificate or certificates

and/or warrants or options representing the transferred shares and/or warrants

and options duly endorsed in blank or accompanied by stock powers executed in

blank with all signatures witnessed or guaranteed to the satisfaction of Capital

Growth and with all necessary transfer taxes and other revenue stamps affixed

and acquired at the Imagenetix Stockholders' and the Imagenetix Warrant and

Option Holders' expense.



     1.3 Further Assurances. At the Closing and from time to time thereafter,

the Imagenetix Stockholders and the Imagenetix Warrant and Options Holders shall

execute such additional instruments and take such other action as Capital Growth

may request in order to exchange and transfer clear title and ownership in the

Imagenetix Shares, the Imagenetix Warrants, the Imagenetix Options and the

Imagenetix Employee Stock Options to Capital Growth.



     1.4 Cancellation of Shares and Warrants by Principal Stockholders and

Others. At or simultaneous with the Closing, 22,500,018 shares of Capital

Growth's common stock and 5,731,250 Capital Growth Warrants that are owned by

certain principal stockholders and others will be canceled in consideration of

the Agreement.



     1.5 Resignations of Present Directors and Executive Officers and

Designation of New Directors and Executive Officers. On Closing, the present

sole director and executive officer of Capital Growth, David N. Nemelka, shall

designate the directors and executive officers nominated by Imagenetix to serve

in his place and stead, until the next respective annual meetings of the

stockholders and the Board of Directors of Capital Growth, and until their

respective successors shall be elected and qualified or until their respective

prior resignations or terminations, who shall be: William P. Spencer, Chief

Executive Officer, President and Director; Debra L Spencer, Secretary, Treasurer



                                       2



<PAGE>





and Director; Patrick S. Millsap, Ph.D., Vice President, Marketing; Derek C.

Boosey, Vice President, International; Charles L. Cochran, D.C., Director; and

Peter H. Antoniou, M.D., Director; and then, the current sole director and

executive officer shall resign.



     1.6 Adoptions of Imagenetix Employee Stock Option Plan. At or simultaneous

with the Closing, Capital Growth shall adopt and assume all rights and

obligations of Imagenetix under the Imagenetix Employee Stock Option Plan by

resolution of its Board of Directors and its majority stockholder.



     1.7 Change of Name. At or simultaneous to the Closing of this Agreement,

the Board of Directors of Capital 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, and all costs incurred by Capital Growth incident

to the Agreement shall have been paid or satisfied.



     1.9 Closing. This Agreement will be deemed to be completed on the execution

and delivery of the Agreement by Imagenetix Stockholders collectively owning not

less than 80% of the outstanding Imagenetix Shares; and the remainder of the

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