Exhibit 10.1 Douglas K. Beplate - Original Technology Agreement 2/9/96 Agreement - NANO MASK, - 2-6-2004

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Exhibit 10.1 Douglas K. Beplate - Original Technology Agreement 2/9/96 Agreement - NANO MASK,  - 2-6-2004 Powered By Docstoc
					Exhibit 10.1 Douglas K. Beplate - Original Technology Agreement 2/9/96

                                                    AGREEMENT

This Agreement made and entered into this 9th day of February 1996, by and between

Douglas Beplate, of 245 North Lion's Head Dr., Washington, Utah, USA, 84780
("Beplate")

and

Emergency Filtration Products, Inc. a Nevada Corporation, ("the Corporation") with registered offices at 310 E.
Minor Street, Winnemucca Nevada, 89445, by its president, Bruce E. Batchelor

Witnesses that:

                                                       Whereas:

1. Beplate is the sole and exclusive owner of a certain invention called an emergency cardio-pulmonary
resuscitation ("CPR") assistance device, ("the Invention"), which invention has been protected in its essential
operation by Beplate lodging an application for a United States patent ("the Patent Rights") on a critical
component, being a certain configuration of valving called a rotary isolation valve;

2. And whereas Beplate maintains, in addition to the patent application, certain industrial knowledge and contacts
useful for, or essential for, the physical production of the invention, and the commercial exploitation thereof as a
product ("the product")

3. And whereas the Corporation wishes to acquire title to the patent application and to all rights pertaining thereto
("the Rights"), including the right to manufacture, sell, and improve the device, and to license the said Rights;
copyright to all materials created by Beplate, and all other rights of any description relative to this product and in
the control of Beplate;

4. And whereas Beplate is desirous of conveying all Rights to the invention and to its commercial exploitation to
the Corporation

5. And whereas the Corporation wishes to compensate Beplate for conveying said Rights to the Corporation;

6. And whereas Beplate and certain other parties advanced funds to another business generally in the same line of
business but not with the similar configuration of valving between September of 1993 and October of 1995, and
which prior business ("the prior business") is defunct, or said to be so by its officers and directors;

7. And whereas Beplate and Emergency Filtration Products, Inc. have volunteered, without compulsion and
without demands having been made upon them, to make whole certain shareholders in the said prior business
through a separate agreement ("the indemnity agreement"), as a condition of removing any impediment or
perceived impediment to Beplate remaining in this same line of business and making the conveyance to the
Corporation with which this Agreement is concerned;

8. And whereas Emergency Filtration Products, Inc. is required as a term of this agreement to indemnify Beplate
for financial losses derived from the prior business;

NOW THEREFORE, in consideration of the mutual warranties, disclosures, covenants and agreements herein
contained, the parties agree as follows:

1. Warranty of Title: Beplate warrants that he is the sole and rightful owner of all right, title, and interest in, and to,
the Invention, and in and to the Patent Rights to the said Invention, and that there are no other valid
outstanding licenses, agreements, or encumbrances of any description that are in any way inconsistent with the
conveyance of the totality of all Rights to the Invention to the Corporation;

2. Material Disclosure: Beplate discloses that in January of 1995 a different configuration of a device intended for
the same purpose and market was licensed to another corporation, and Beplate further discloses that he has been
informed by counsel, and by more than one of them, that the said corporation and its officers and directors are
entirely in default of the provisions of that license agreement, and that any conveyance of rights under that
agreement is therefore void, and that Beplate may maintain causes of action as against the said corporation, and
against its officers and directors;

3. And Beplate further discloses and maintains that the design of the valve in the current patent application differs
in material and profound respect from that in the patent application of December of 1994, and that he has entirely
abandoned the configuration in the prior application;

4. Additional Comfort: In addition to any disclosure offered herein as to prior different manifestations of product,
Beplate offers the further comfort that he has caused an agreement to be drafted and executed, the intent of
which is to save harmless Beplate, the Corporation, and the officers and directors of the Corporation in respect
of certain individuals formerly engaged as lenders or as shareholders in the prior business, with the effect that the
Corporation may engage in this conveyance with as little impediment, or the perception of impediment, as Beplate
or any other person is reasonably able to secure, and it is herewith recorded that for its own security and
comfort, the Corporation has been made a party to the said agreement with the prior shareholders.

5. And the Corporation further attests, that it has been informed that the dollar value of voluntary payment made
to each and every person under the terms of the agreement with the shareholders and lenders of the former
business has been made without audit, and represents the actual prior dollar outlay of any party receiving funds,
with no premium, interest, or penalty, which figures the Corporation accepts for itself without audit or further
review.

6. Grant of Rights Beplate hereby grants to the Corporation:
a. All right and title to the Invention, and to the present and future Patent Rights to the Invention.
b. All rights to derivative or successive inventions, or adaptations to the current version of the invention, arising or
continuing from the concept or the claims made in the patent application for the valving device and the associated
attachments, whether or not said claims may be sustained by examination in the patent office of the United States,
or in other jurisdictions;
c. All rights to the commercial exploitation of the Invention, including exploitation by way of manufacturing, sales
of units of the device, licensing, or otherwise;
d. All other rights in any way connected with the device and arising from the work or thinking of Beplate,
including but not necessarily limited to copyrights of printed material and design concepts; trademarks; (whether
applied for or not); drawings; work in progress; literature; sales contacts; manufacturing contacts, and other
material of a generally similar nature.

7. Consideration In consideration for the grant of the Rights to the Corporation, the Corporation shall
compensate Beplate or other parties designated by him as follows, and shall maintain the further rights herein
enumerated:
a. It is herewith agreed that the corporation may pay any designated recipient of any sum under the said indemnity
agreement with shares of the common or preferred stock of the corporation, or as the case may be, the common
or preferred stock of any corporation acquiring Emergency Filtration Products, Inc., or being acquired by the
latter, but with the proviso that no person receiving payment in stock under this program shall receive a worse
rate of conversion than any other person converting stock with the Corporation in connection with any other
conversion program, promissory note, or agreement;
b. The Corporation shall remit to parties other than Beplate named in the payment schedule of the said agreement
with former shareholders, or to the attorney or other representative named by the receiving party pursuant to the
provisions of the said agreement, the sums scheduled for each party on that agreement, but in any event the sums
so remitted for parties other than Beplate shall not exceed the aggregate of $119,500.00.
c. The Corporation shall remit to Beplate or to his designated attorney in trust the sum of $117,000.00 in
satisfaction of the terms of the indemnification agreement.
d. By payment to Beplate of a royalty of 5% (five percent) calculated on the cash received by the Corporation
and/or any licensee on sales of the entire CPR device or any components thereof, and payable quarterly, 30 days
in arrears of the end of each three months of the year.
i. In connection with sales of the device or components thereof under license, it is understood that the obligation
of the Corporation to ensure payment of the royalty shall flow through to the licensee, but the Corporation shall
be liable only for its own best efforts in the enforcement of payment of said royalties, and not for the cash value
thereof, and the parties hereto agree that the recourse against non-payment of royalties by licensees shall be
immediate termination of the licensee, and action for recovery and/or retraction.
e. By compensating Beplate for consulting services to the Corporation at a rate of commensurate with those paid
to senior consultants in the medical products line of business, for which services he shall invoice the Corporation
monthly.
f. By awarding Beplate 19.00% of the issued common shares of the Corporation, calculated as of the date of the
execution to this agreement.

8. Non-Acceptance of Patent Application

a. The parties hereto acknowledge that the Rights granted in this Agreement represent an intellectual property
undergoing application for patent, and not pertaining to any patent having been granted.
b. The parties shall jointly perform every act necessary to ensure acceptance and passage of the patent
application, failing which acceptance it shall be the obligation of the Corporation to pay Beplate only the royalty
and common stock components of the consideration, and to employ him as a consultant as needed, with the
following provisions:
i. The phrase "rejection of the patent application" as used herein shall be deemed not to include abandonment of
the application by the company without conclusive determination by the United States Patent Office that there are
no allowable claims whatsoever in the said patent application, and rejection shall be deemed not to have occurred
unless that Corporation has pursued every reasonable effort to ensure acceptance of one or more of the claims in
the patent application, and all avenues of submission and re-submission;
ii. And furthermore, rejection of the patent application shall not be deemed to have occurred if, at the option of
the coronation, the patent application be from time to time renewed or re-submitted, with the effect of being
barred from progress toward a final determination;
iii. In the event of the rejection of the patent application as defined herein, and in the event that the Corporation is
nevertheless able to sell a product or products based on the ideas of Beplate, but without the benefit of patent
protection, any funds paid to Beplate in satisfaction of the obligation to make a voluntary refund of investment or
the shareholders of the prior business shall be presumed to have been paid over as royalty. Such funds shall also
be assumed to have been paid in advance to the extent that actual royalties payable may not by the time of the
rejection of the patent, equal any sum paid by the Corporation in satisfaction of the agreement with the former
shareholders.
c. In the event that no CPR emergency assistance product is saleable by the Corporation, no further funds or
royalties shall be payable to Beplate, but Beplate shall in no even be obligated to repay any funds paid or
advanced to him or to the former shareholders of the prior Corporation, and the Corporation shall deem that any
funds so advanced were paid after the performance of its own diligence and in an effort to avail itself of a
commercial opportunity.

9. Exclusivity of Services As a term of the sums and other consideration paid to Beplate through this Agreement,
Beplate agrees to provide the Corporation freely with sufficient time, consultation, and information on the Rights,
on the current patent application, the re-submission or continuation of any patent application or actual patent, and
on the development of the product, for the Corporation to benefit from the development and enhancement of the
Rights. Beplate agrees not to supply any other party with any information on the Rights, for the duration of the
term of the Patent Rights, except in the normal course of acting on the business for the Corporation, and
according to the Corporation's policies on disclosure.
10. Conveyance On the date of the execution of this Agreement, Beplate shall supply to the Corporation all
papers, records, and information of any description materially relative to the Rights and to the commercial
production, development, and future enhancement of the Rights. At the request of the Corporation, Beplate shall
register an assignment of the patent application to the Corporation.

11. Infringement Should any party infringe the Patent Rights, the Corporation shall be obligated to pursue legal
action for damages or to apply injunctively for cessation of the infringement. The costs of such action shall be
borne by the Corporation, and all proceeds from such action shall accrue to it. If the Corporation, in the best
judgment of the Board of Directors, does not act against the alleged infringement, Beplate shall be empowered to
bring action in his own right, and at his own expense, and the proceeds of any such action shall be his own
property.

12. Sub-Licenses and Assignments The Corporation shall have the right under this agreement to license the
Rights; to appoint distributors; to appoint foreign licensees or sub-licensees; and to deal in every manner
commensurate with normal trade practices with the Rights. The Corporations shall have the right to assign,
partially or entirely, the Rights granted under this Agreement, provided that the compensation payable to Beplate
under the proposed arrangement is not demonstrably less than under the prior arrangement.

13. Warranty as to Product Efficacy and Liability Beplate warrants that any device incorporating the valve under
patent application is suitable only for the limited purposes claimed in the version of the patent application current
as of the date of the execution of this Agreement. The parties hereto agree that any claims in addition to this
limited warranty shall be those of the Corporation, not Beplate, and the Corporation agrees to hold Beplate
harmless from all claims, actions, costs, whether actual or threatened, which are related to claims for product
efficacy or design, whether through negligence in the design or otherwise, or through use or wrong use, whenever
and howsoever such claims may arise.

14. Patent Maintenance and Application Fees The Corporation shall pay all fees for completion of the patent
application and for the maintenance of the patent, including any account for services which may be presented for
services rendered before the date of this Agreement.

15. Successors This Agreement is binding on the successor, heirs, and assigns of the parties.

16. Jurisdiction The jurisdiction of this agreement shall be the State of Nevada.

17. Severability The sections and sub-sections of this agreement are severable, and the vitiation of any of them
shall not render void the whole of the agreement, or any other provision herein.

18. Fax Versions, Counterpart and Clean Copy This agreement and the execution hereof shall be valid if
executed in counterpart, and if evidence of the execution be transmitted from one party to another by fax. The
Corporation thereafter shall maintain the option of requiring and creating a clean copy.

To which the parties have set their signatures this 29th day of February 1996.

                                     \S\ Douglas Beplate
                                     Douglas Beplate

                                     \S\ Bruce E. Batchelor
                                     Bruce E. Batchelor, President
                                     Emergency Filtration Products, Inc.
Exhibit 10.2 Assignment of Invention 6/18/96

                                         ASSIGNMENT OF INVENTION

                                 (United States Patent Application No. 08/587, 805)

In consideration of the payment by ASSIGNEE to ASSIGNOR of the sum of One Dollar ($1.00) and for other
good and valuable consideration the receipt of which is hereby acknowledged, DOUGLAS K. BEPLATE
("ASSIGNOR"), of 245 North Lions Head Drive, Washington, Utah 84780, United States of America, hereby
sells, assigns, and transfers to EMERGENCY FILTRATION PRODUCTS, INC. ("ASSIGNEE"), a Nevada
corporation, whose address is 784 South River Road, P.O. Box 191, St. George, Utah 84790, and the
successors, assigns, and legal representatives of the ASSIGNEE, the entire right, title, and interest for the Unite
States and its territorial possessions and for all foreign countries, including all rights to claim priority, in and to any
and all inventions that are disclosed in the patent application which is entitled "Dual-Filtered Rotary Isolation
Valve for Resuscitation" and which is found in United States Patent Application Serial No. 08/587, 805 filed on
January 2, 1996, and, in and to, all Letters Patent to be obtained for said invention and, as to letters patent, any
reissue, re-examination, or extension thereof and any related statutorily provided periods of market exclusivity.

ASSIGNOR hereby represents and warrants that no assignment, sale, agreement, or encumbrance has been, or
will be, made or entered which would conflict with or be prior in right to this Assignment.

ASSIGNOR further covenants that ASSIGNEE will, upon its request, be promptly provided with all pertinent
facts and documents relating to said invention and said Letters Patent and legal equivalents as may be known and
accessible to ASSIGNOR and that ASSIGNOR will testify as to the same in any interference, litigation, or other
proceeding related thereto and will promptly execute and deliver to ASSIGNEE or its legal representatives any
and all papers, instruments, or affidavits required to apply for, obtain, maintain, issue, and enforce said invention
and said Letters Patent and said equivalents thereof which may be necessary or desirable to accomplish the
purposes thereof or of this Assignment.

IN WITNESS WHEREOF, I have hereunto set hand and seal this 18th day of June, 1996.

                                                     ASSIGNOR:

                                                 \S\ Doug K. Beplate
                                                 Doug K. Beplate
Exhibit 10.3 2001 Option Agreements

                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 8th day of January, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Doug Beplate ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Nevada;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire five hundred thousand (500,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after January 8, 2001;

2. The price per each share to be acquired under this option shall be fifty three cents ($0.53);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) January 8, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on January 8, 2001.
_\s\ Doug Beplate__________________________   _\s\ Peter Clark___________________
Doug Beplate                                  Peter Clark, Corporate Secretary
                                              Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 28th day of June, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Douglas Beplate ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Nevada;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire one hundred thousand (100,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after June 28, 2001;

2. The price per each share to be acquired under this option shall be forty nine cents ($0.49);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) June 28, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on June 28, 2001.

            _\s\ Douglas Beplate________________             _\s\ Peter Clark_____________________
Douglas Beplate   Peter Clark, Corporate Secretary
                  Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 28th day of June, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and J. Thomas Burns ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of New York;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire one hundred thousand (100,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after June 28, 2001;

2. The price per each share to be acquired under this option shall be forty nine cents ($0.49);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) June 28, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on June 28, 2001.

          _\s\ J. Thomas Burns_________________            _\s\ Peter Clark_________________________
J. Thomas Burns   Peter Clark, Corporate Secretary
                  Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 8th day of January, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Pete Clark ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Nevada;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire five hundred thousand (500,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after January 8, 2001;

1. The price per each share to be acquired under this option shall be fifty three cents ($0.53);

1. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

2. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) January 8, 2004;

3. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

4. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

5. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

6. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

7. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

8. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on January 8, 2001.

          __\s\ Pete Clark_________________             _\s\ Doug Beplate__________________________
Pete Clark   Doug Beplate, President
             Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 28th day of June, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Peter Clark ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Nevada;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire one hundred thousand (100,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after June 28, 2001;

2. The price per each share to be acquired under this option shall be forty nine cents ($0.49);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) June 28, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on June 28, 2001.

               _\s\ Peter Clark__________________            __\s\ Sherman Lazrus_______________
Peter Clark   Sherman Lazrus, Interim C.E.O.
              Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 8th day of January, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Michael Crnkovich ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Utah;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire five hundred thousand (500,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after January 8, 2001;

2. The price per each share to be acquired under this option shall be fifty three cents ($0.53);

2. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

3. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) January 8, 2004;

4. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

5. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

6. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

7. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

8. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

9. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on January 8, 2001.

          _\s\ Michael Crnkovich_______________                  ___\s\ Peter Clark______________
Michael Crnkovich   Peter Clark, Corporate Secretary
                    Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 28th day of June, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Michael Crnkovich ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Utah;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire one hundred thousand (100,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after June 28, 2001;

2. The price per each share to be acquired under this option shall be forty nine cents ($0.49);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) June 28, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on June 28, 2001.

            _\s\ Michael Crnkovich_____________              ____\s\ Peter Clark__________________
Michael Crnkovich   Peter Clark, Corporate Secretary
                    Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 8th day of January, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Wendy Harper ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Nevada;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire sixty thousand (60,000) shares of the
Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after January 8, 2001;

2. The price per each share to be acquired under this option shall be fifty three cents ($0.53);

11. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in
US funds, for the number of shares optionee wishes to purchase;

3. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) January 8, 2004;

4. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

5. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

6. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

7. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

8. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

9. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on January 8, 2001.

             _\s\ Wendy Harper____________________            __\s\ Peter Clark______________
Wendy Harper   Peter Clark, Corporate Secretary
               Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 28th day of June, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Sherman Lazrus ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Maryland;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire one hundred thousand (100,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after June 28, 2001;

2. The price per each share to be acquired under this option shall be forty nine cents ($0.49);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) June 28, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on June 28, 2001.

              __\s\ Sherman Lazrus_________                  ____\s\ Peter Clark_______________
Sherman Lazrus   Peter Clark, Corporate Secretary
                 Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 8th day of January, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Sterling Petersen ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

1. The Optionee is a resident of Nevada;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire sixty thousand (60,000) shares of the
Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after January 8, 2001;

2. The price per each share to be acquired under this option shall be fifty three cents ($0.53);

12. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in
US funds, for the number of shares optionee wishes to purchase;

3. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) January 8, 2004;

4. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

5. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

6. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

7. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

8. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

9. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on January 8, 2001.

          __\s\ Sterling Petersen________________            ___\s\ Peter Clark_____________________
Sterling Petersen   Peter Clark, Corporate Secretary
                    Emergency Filtration Products, Inc.
                                             OPTION AGREEMENT

THIS AGREEMENT is entered into this 28th day of June, 2001, by and between Emergency Filtration
Products, Inc. ("EFP" or "the Optioner"), and Raymond Yuan ("the Optionee").

RECITALS

1. The Optioner is a Nevada Corporation in good standing, and its shares are quoted on the OTC Bulletin Board
System;

2. The Optionee is a resident of Hong Kong;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto
agree as follows:

The Company hereby provides an option to the optionee to acquire one hundred thousand (100,000) shares of
the Company, which shares shall be issued from treasury, subject to the following provisos:

1. This option is exercisable on or after June 28, 2001;

2. The price per each share to be acquired under this option shall be forty nine cents ($0.49);

3. This option is exercisable by delivery to the Company of a bankers draft or similar negotiable instrument in US
funds, for the number of shares optionee wishes to purchase;

4. The option to purchase shares hereunder shall lapse, in whole or in part as the case may be, if not exercised by
the remittance of the purchase price and its arrival at the offices of the Company in negotiable form before noon
(Pacific Time) June 28, 2004;

5. Any shares issued under this Agreement shall be, in the hands of the optionee, subject to such resale
restrictions as shall be in force at the time of issuance of the shares, and for the period thereafter applied by law,
and the resale of any shares not thereafter restricted shall be subject to such rules as may be in force at the time,
relating to sales volume and to the timing of sales;

6. This option, and the shares evidenced thereby, have not been registered under the Securities Act of 1933, as
amended, and shall not be sold, pledged, or otherwise transferred by the holder thereof except upon issuance to
EFP of a favorable opinion of its counsel for submission to EFP or such other evidence satisfactory to counsel to
EFP, in either case to the effect that a proposed transfer shall not be in violation of the Securities Act of 1933, as
amended, and applicable state securities law (compliance with Rule 144, if applicable, shall be satisfactory
evidence);

7. If any action at law or in equity is brought to enforce or to interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party
may be entitled;

8. The validity of this Agreement, and any of its terms or provisions, as well as the rights and duties of the party
hereto, shall be governed by the laws of the State of Nevada;

9. The Agreement supersedes any and all other agreements, whether oral or written, between the parties with
respect to the subject of this Agreement, and no other agreement, statement or promise relating to the subject
matter of this Agreement which is not contained or referred to herein shall be valid and binding;

10. This Agreement may be executed in one or more counterparts, which taken together shall constitute one and
the same instrument.

Executed on June 28, 2001.

            __\s\ Raymond Yuan__________________              ___\s\ Peter Clark__________________
Raymond Yuan   Peter Clark, Corporate Secretary
               Emergency Filtration Products, Inc.
Exhibit 10.4 Settlement Agreement - Bruce Bachelor

                              AMENDMENT AGREEMENT TO
                       SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Amendment Agreement is made and entered into as part of the Settlement Agreement and Mutual Release
made and entered into by and Emergency Filtration Products, Inc., a Nevada Corporation (hereinafter "EMFP")
and Bruce Batchelor (hereinafter "Batchelor").

This Amendment Agreement is made with reference to the following facts:

(a) On June 2, 2000 the parties executed the Settlement Agreement and Mutual Release to resolve all of their
differences.

(b) EMFP subsequently was financially unable to meet the obligation of the monthly payment to Batchelor and
was declared by Batchelor to be in default according to the terms of the Agreement on July 5, 2001.

(c) The parties wish to cure the default and to amend the Settlement Agreement and Mutual Release executed on
June 2, 2000 by EMFP and Batchelor which shall remain in full effect with the following changes:

1. Obligation. The only remaining obligation that survives the execution of this Amendment Agreement to the
Settlement Agreement and Mutual Release is the obligation by EMFP to issue shares of the common stock of
EMFP to Batchelor. EMFP shall immediately issue to Batchelor 50,000 shares of common stock and register
those shares through an S-8 Filing with Securities and Exchange Commission. In addition, EMFP shall
immediately issue 185,000 restricted shares of common stock to Batchelor. Batchelor agrees that all principal
and interest amounts due him under the terms of the prior agreement in Item 2 are paid in full by the 235,000
shares of the common stock of EMFP.

IN WITNESS HEREOF, the parties hereto have executed this Agreement effective as of the date indicated
below.

         Dated: Sept. 30________, 2001
                                                             \s\ Bruce Batchelor
                                                             ----------------------
                                                             Bruce Batchelor



         Dated: Sept 30_______, 2001                         Emergency Filtration Products, Inc.


                                                             \s\ Douglas K. Beplate
                                                             -----------------------------------
                                                             Douglas K. Beplate, President
Exhibit 10.5 Centrex letter of intent - 12/31/02

                                                   CNEX
                                              LETTER OF INTENT

Comes Now, Emergency Filtration Productions, Inc. a Nevada Corporation ("EMFP") and Centrex Inc., an
Oklahoma Corporation ("CNEX") and for their letter of intent set forth as follows:

That EMFP is traded on the OTCBB.

That CNEX is traded on the OTCBB.

That EMFP currently holds military national stocking number for the RespAide CPR isolation mask and
replacement filters and for Superstat. EMFP has received and fulfilled orders from the U.S. Navy and the
Defense Supply Center.

That CNEX is a development-stage company that owns an exclusive worldwide license to Single Molecule
Detection, a technology that was developed at Los Alamos National Laboratory. The technology can detect
bacteria or virus by matching the DNA of the organism. The Company entered into a research agreement with
the University of California (the "University") in early 1999 to develop a prototype system to detect the deadly
form of E.coli bacteria. The University's research and development activities are conducted at Los Alamos
National Laboratory ("Los Alamos".)

That CNEX and EMFP marketing efforts will overlap and the parties believe a relationship between the parties
will be mutually beneficial.

That the parties wish to explore the possibility of joint marketing, a joint venture, a merger and/or acquisition.

That in order to facilitate any of the transactions listed above EMFP and CNEX will exchange shares of their
Common Stock as set forth below:

EMFP will transfer four hundred fifty thousand shares of its Common Stock to CNEX. These shares will have
piggy-back registration rights and will be included in EMFP's next SB-2 registration statement.

CNEX will transfer three hundred thousand shares of its Common Stock to EMFP. These shares will have
demand registration rights and be included in CNEX's SB-2, which will be filed on December 30, 2002 under
Rule 462(B) and will be effective upon filing.

The parties both acknowledge that they have been represented by Kaufman & Associates, PLLC of Tulsa, OK.
The parties by execution of this letter of intent hereby acknowledge this representation and the conflict of interest.
The parties further waive any conflict of interest, whether real, perceived or otherwise and release Kaufman &
Associates, PLLC from any and all liabilities which directly or indirectly relate to this letter of intent or any
potential joint marketing, a joint venture, a merger and/or acquisition.

The parties further acknowledge that Kaufman & Associates has advised both EMFP and CNEX to seek
independent counsel.

Parties Representations and Warranties. The Parties hereby represents and warrants to and agrees that:

(a) Information on CNEX and EMFP. The Parties have been furnished or have obtained from the EDGAR
Website of the Securities and Exchange Commission (the "Commission) the each other's Form 10-KSB for the
year ended December 31, 2001 as filed with the Commission on April 1, 2002, together with all subsequently
filed Forms 10-Q, 8-K, and filings made with the Commission available at the EDGAR website (hereinafter
referred to collectively as the "Reports"). In
addition, the parties have received from each other such other information concerning their operations, financial
condition and other matters as they have requested in writing (such information in writing is collectively, the "
Other Written Information"), and considered all factors the parties deem material in deciding on the advisability of
investing in the Securities.

(b) Information on the Parties. The Parties are an "accredited investor", as such term is defined in Regulation D
promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), are
experienced in investments and business matters, have made investments of a speculative nature and have
purchased securities of United States publicly-owned companies in private placements in the past and, with their
representatives, have such knowledge and experience in financial, tax and other business matters as to enable the
Parties to utilize the information made available by the Company to evaluate the merits and risks of and to make
an informed investment decision with respect to the proposed purchase, which represents a speculative
investment. The Parties have the authority and are duly and legally qualified to purchase and own the Securities.
The Parties are able to bear the risk of such investment for an indefinite period and to afford a complete loss
thereof.

The EMFP shares shall bear the following restrictive legend:

"THE SHARES REPRESNETED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLYSATISFACTORY TO CENTREX
INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

This letter of intent is only to explore the possibility of any joint marketing, joint venture, merger and/or acquisition
and does not bind either party to any further action whatsoever.

In witness hereof this 30th day of December 2002.

            \S\ Douglas Beplate                                               \S\ Thomas Coughlin
                 Douglas Beplate                                                   Dr. Thomas Coughlin
                 President EMFP                                                    CEO CNEX
Exhibit 10.6 Contract for Assignment of Rights to BVM Bag Invention

                                      CONTRACT FOR ASSIGNMENT
                                           OF RIGHTS TO
                                         BVM BAG INVENTION

This Contract for Assignment of Rights to "BVM Bag" Invention Agreement hereinafter termed the "Agreement,"
is made to be effective as of the _____ day of _____________, 2000, by and between David Scott Gray,
hereinafter termed the "Developer," who is an individual resident of California with his principal place of business
located at 147 West Spanish Moss Place, Camarillo, California 93010, and Emergency Filtration Products, Inc.,
hereinafter termed the "Company," which is a Nevada corporation with its principal place of business located at
4335 South Industrial Road, Suite #440, Las Vegas, NV 89103.

                                       GENERAL CONSIDERATIONS

A. Developer has developed a new and useful Portable Emergency Safety Resuscitator. This device, itself, is
designated the "BVM Bag," and the BVM Bag plus technology developed from the BVM Bag are designated the
"BVM Bag Invention." The BVM Bag is the subject of the United States patent no. 6.062.217 and United States
patent application serial no. 09.570.154

B. Company desires to exploit commercially the BVM Bag Invention.

C. Developer desires to transfer its rights in the BVM Bag Invention to Company in order to facilitate the
commercial manufacturing and marketing of commercial products involving the BVM Bag Invention.

                                                      TERMS

Now, therefore, in consideration of the proceeding premises, the manual promises set forth below, and other
good and valuable consideration--the receipt and sufficiency of which is hereby acknowledged. Developer and
Company do hereby promise and agree as follows:

                                                      Article 1

                                         Agreement concerning Assignment

1.01 Agreement to Assign Rights. Developer agrees to assign to Company the entire right, title, and interest in the
BVM Bag Invention for the United States and its territorial possessions and for all countries foreign to the United
States, including all rights to claim priority, in and to the BVM Bag Invention and all title and rights to all letters
patent to be obtained for the BVM Bag Invention and, as to such letters patent all rights and title to any reissue;
re-examination, or extension thereof and any related statutorily provided periods of market exclusivity.

1.02 Further Assignment. Moreover, whenever a patent application is filed concerning the BVM Bag Invention,
Developer agrees to execute a new assignment document which will identify such applications by serial number.

                                                      Article II

                                       Commercialization and Marketing

2.01 Efforts by Company. Company agrees to use its best efforts to commercialize and market products
incorporating the BVM Bag Invention.
                                                    Article III

                                                  Compensation

3.01 Initial Stock Payment. Upon execution of this Agreement and the Assignment required by Paragraph 1.01
above, Developer shall receive one hundred twenty thousand shares of restricted stock in Company.

3.02 Additional Stock. Company will convey to Developer fifty thousand shares of restricted stock in Company
upon the manufacturing and marketing of commercial products employing the BVM Bag Invention. Developer's
rights to such shares shall automatically vest upon any change of ownership covered by Paragraph 3.05 of this
Agreement.

3.03 Annual Stock Option. Each year on December 31, commencing December 31, 2000, Developer shall be
entitled to purchase fifty thousand options for stock in Company at a fifty percent discount of the average bid
price over the immediately preceding six-month period.

3.04 Rights upon Ownership Change. In the event of a buyout of Company, merger of Company with another
entity, or other acquisition of Company, Developer shall be given the choice of receiving fifty thousand shares of
restricted stock in Company or participating as a member of the negotiating team of Company concerning the
potential acquisition of Company for the purpose of negotiating a royalty to Developer from the acquiring entity
that shall not be less than 2.5 percent of the gross net for sales by the acquiring entity of products incorporating
the BVM Bag Invention. Developer will choose the stock or royalty and notwithstanding the provisions of
paragraph 10.05 of this Agreement provide actual notice to Company within forty-eight hours of receiving actual
notice, orally or in writing, of a potential acquisition. If Developer does not, within the forty-eight hour period,
provide actual notice to Company of Developer's selection, Developer will receive the stock should the
acquisition actually transpire.

3.05 Insurance. For his work in developing and implementing the BVM Bag Technology, Developer shall be
covered by Company's product liability insurance.

3.06 Non-acquisition. In the even Company is not acquired by another entity within twelve months of June 1,
2000, Developer shall have thirty days to choose whether to have this Agreement continue or to have re-
conveyed to Developer United States patent no. 6.062.217 and any foreign patents or patent applications that
cover solely the same invention as Company all stock he has received pursuant to this Agreement other than
stock received under paragraph
3.03. If Developer does not notify Company of Developer's election within the thirty-day period, this Agreement
shall continue in full force.

3.07 Bankruptcy. So far as is permissible under the applicable bankruptcy laws, the ownership of the BVM Bag
Invention shall automatically revert to Developer if Company is adjudged bankruptcy prior to a change of
ownership covered by Paragraph 3.05 of this Agreement.

                                                    Article IV

                                                      Patents

4.01 Patent Prosecution. Within a reasonable time after an attorney licensed to practice before the United States
Patent and Trademark Office and retained by Company renders a written opinion that the same portion of the
BVM Bag Invention is patentable as a utility patent, Company will seek patent protection as a utility patent for
such portion of the BVM Bag Invention and will be responsible for the costs of doing so.

4.02 Appeals. Such patent prosecution shall include the obligation to appeal administratively and judicially any
final rejection if an attorney licensed to practice before the United States Patent and Trademark Office and
retained by Company provides an opinion that such an appeal would have a reasonable likelihood of success at a
reasonable cost.

4.03 Election Not to Appeal. If Company does not appeal a final rejection by the United States Patent and
Trademark Office, Developer may pursue such an appeal at Developer's own cost. If such an appeal is,
however, successful the royalties provided pursuant to Article II of this Agreement shall be doubled until
Developer has been reimbursed for the reasonable costs associated with such a successful appeal. Any resultant
patent shall belong to Company.
4.04 Patenting outside the United States. The seeking of patents outside the United States may be done in the
discretion of Company. If, though, Company elects not to prosecute a patent application in a country where
Developer has notified Company in writing that Developer desires patent protection, Company shall notify
Developer of such election within such period of time as to enable Developer to seek such patent protection at
Developer's own cost. If Developer successfully obtains a foreign patent that is equivalent to a utility patent in the
United States, all royalties associated with the country in question shall be doubled until Developer has been
reimbursed for the reasonable costs associated with such successful patent prosecution. Any resultant patent shall
belong to Company.

                                                     Article V

                                            Assistance by Developer

5.01 Cooperation. Developer will provide to Company all information and assistance reasonably necessary for
the patenting and commercial development of the BVM Bag Invention.

                                                     Article VI

                                                    Warranties

6.01 Ownership. Developer represents and warrants that Developer holds title to and is the exclusive owner of
all rights in the BVM Bag Invention as it presently exists.

6.02 Authority. Developer represents and warrants that Developer has the authority to grant the assignment
which is the subject of this Agreement and that is no assignment, sale, agreement, or encumbrance has been, or
will be, made or entered which would conflict with or be prior in right to such assignment.

6.03 Patent Infringement. Developer provides to Company no warranty of non-infringement of any patent.
Developer will, consequently, not be liable to defend Company in any suit for infringement or to reimburse
Company for any sums expended in defending, or satisfying a judgment resulting from, a charge of patent
infringement.

                                                    Article VII

                                               Patent Infringement

7.01 Notification. Once any United States patent has been obtained for the BVM Bag Invention, Developer and
Company shall promptly notify one another of any apparent infringement by a third party of all such patents.

7.02 Suit for Infringement. Company shall not be obligated to institute a lawsuit against any apparent infringer. If,
however, Company commences such a lawsuit, Developer, upon Company's request and at Company's expense
shall provide all reasonable assistance with respect to such a lawsuit, including making Developer's employees
and agents available to testify on Company's behalf. Unless Developer and Company otherwise agree. Company
shall be solely responsible for the expenses of such litigation and with any recovery obtained therefrom shall first
be fully reimbursed for such expenses. Ninety-seven-and-a-half (97.5) percent of the remainder of any such
recovery shall belong to Company and two-and-a-half (2.5) percent to Developer.

7.03 Unavailability of Recourse. If Company shall be unable to uphold the validity of any such patent against an
alleged infringer, Company shall have no damage claim and no claim for refund or reimbursement against
Developer.
                                                   Article VIII

                                                Non-competition

8.01 Non-competition by Developer. Developer agrees that during the term of this Agreement and for two years
after the conclusion of such term, Developer will not compete against Company or Company's successor in
interest or facilitate competition against Company or Company's successor in interest by any other entity with
respect to technology that is directly related to the BVM Bag Invention.

                                                    Article IX

                                             Term and Termination

9.01 Term. This Agreement shall last until the date that the last patent covering the BVM Bag Invention expires.

                                                    Article X

                                           Miscellaneous Provisions

10.1 Marking. Company agrees to use reasonable efforts to place appropriate legal patent markings on every
product incorporating the BVM Bag Invention produced after issuance of any patent for the BVM Bag Invention.

10.2 Force Majeur. Except for the obligation to make payments when due pursuant to this Agreement, all other
obligations under this Agreement shall be suspended for so long as one or both of Developer and Company is
prevented from complying with the provisions of this Agreement by acts of God; riots; war; acts of Federal, state,
or local governments, agencies, or courts; strikes; lock-outs; damage to or destruction or unavoidable shut-down
of necessary facilities; or other matters beyond Developer's or Company's reasonable control (specifically
excluding, however, matters of mere financial exigency). The entity so prevented from complying with its
obligation pursuant to this Agreement shall promptly notify the other entity of such fact and shall exercise all due
diligence to remove and overcome the cause of such inability to comply.

10.03 Additional Documents. Developer and Company agree that they will execute any and all additional
documents or legal instruments that may be necessary or required to effectuate the provisions of this Agreement.

10.04 Remedies. Notwithstanding any other provisions of this Agreement, Developer and Company shall retain
all statutory and common law rights to enforce this Agreement or to seek damages for its breach.

10.05 Notices. Any notice, election, payment, report, or other correspondence required or permitted pursuant to
this Agreement shall be deemed to have been properly given or delivered when it has been made in writing and

(a) delivered personally to an officer of Developer or Company or

(b) when sent by United States mail with all necessary postage fully prepaid, a return receipt requested, and
addressed to the entity to who directed at its address as specified below:

            David Scott Gray                               Emergency Filtration Products, Inc.
            147 West Spanish Moss Place                    4335 South Industrial Road, Suite 440
            Camarillo, California 93010                    Las Vegas, NV 89103




Either Developer or Company may, at any time, change its address for purposes of this Agreement by giving
written notice of such change of address to the other entity.
10.06 Effect of Waiver. A waiver either by Developer or by Company of any provision of this Agreement,
whether in writing or by course of conduct or otherwise, shall be valid only in the instance for which such waiver
has been given and shall not be deemed to be a continuing waiver of such provision; nor shall any such waiver be
construed to be a waiver of any other provisions of this Agreement.

10.07 Paragraph Headings. The paragraph headings within this Agreement are for convenience only and in no
way define, limit, or describe the scope or intent of this Agreement; nor do such paragraph headings affect the
terms and provisions of this Agreement.

10.08 Preparation of Agreement. Developer and Company acknowledge that they have both participated in the
preparation of this Agreement; and, in the event that any question arises regarding the interpretation of this
Agreement, no presumption shall be drawn in favor of or against either Developer or Company with respect to
be the meaning of this Agreement.

10.09 Governing Law. This Agreement, and all matters relating to this Agreement, including any matter or dispute
arising from this Agreement, shall be interpreted, governed, and enforced according to the laws of the State of
Nevada. Developer and Company consent to the jurisdiction and venue of any appropriate court within the State
of Nevada to resolve any such dispute.

10.10 Attorney's Fees. In the even that Developer or Company shall be in default or breach of this Agreement,
such defaulting or breaching entity shall be liable to pay all reasonable attorney's fees, court costs, and other
related collection costs and expenses incurred by the non-defaulting or non-breaching entity in pursuing its rights
under this Agreement.

10.11 Severability. In the event that any provision of this Agreement, or any action contemplated pursuant to this
Agreement, is found, by a court having competent jurisdiction in accordance with this Agreement, to be
inconsistent with or contrary to any law, ordinance, or regulation, the latter shall be deemed to control; this
Agreement shall be regarded as modified accordingly; and such modified provisions as well as the remainder of
this Agreement shall continue in full force and effect.

10.12 Integration. This Agreement constitutes and represents the entire agreement of Developer and Company
with respect to the subject matter of this Agreement. All other prior agreements, covenants, promises, and
conditions, whether verbal or written, that are intended to apply between Developer and Company have been
incorporated herein. In executing, this Agreement, neither Developer nor Company has relied upon any promise,
representation, warranty, or the like other than those contained within this Agreement.

10.13 Amendment. This Agreement may be amended at any time upon the unanimous agreement of Developer
and Company. Any such amendment must, however, be reduced to writing and be executed both by Developer
and by Company in order to become effective.

10.14 Assurance of Authority. Developer does hereby assure Company that execution of this Agreement is an
authorized act of Developer, and Company does hereby assure Developer that execution of this Agreement is an
authorized act of Company.

10.15 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Developer and Company
as well as their successors and assigns.

IN WITNESS WHEREOF, Developer and Company have caused these presents to be signed by their duly
authorized representatives on the dates indicated.

                                                 DEVELOPER:

                                            DAVID SCOTT GRAY

                                              \S\ David Scott Gray
                                              Date: 06/28/00

                                              COMPANY:
      EMERGENCY FILTRATION PRODUCTS, INC.

ATTEST:                    \S\ Michael J. Crnkovich
\S\ Wendy Harper           President
                                   Date: 06/27/00
                              Exhibit 10.7 WorldPoint Distribution Agreement

                                      DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of the last date noted on the execution page (the "Effective Date") by and
between Emergency Filtration Products, Inc. ("EFP") a Nevada corporation having its principal place of business
at:

Emergency Filtration Products, Inc. 4335 S. Industrial Road Las Vegas, NV 89103 Tel: (702) 798-4541 Fax:
(702) 798-4939

and

World Point ECC, Inc., ("Distributor") a company organized under the laws of the State of Illinois and having its
principal place of business at:

World Point ECC, Inc. 151 S. Pfingsten Road, Suite E Deerfield, Illinois 60015 Tel: (847) 412-0677 Fax: (847)
412-4939

                                                   RECITAL

EFP wishes to appoint Distributor, and Distributor wishes to be appointed, as exclusive distributor of the
WorldPoint ECC AED Prep Kit featuring the RespAide CPR Isolation Mask set forth in Exhibit A (the
"Product") in the territory (the "Territory") and the market(s) ("Markets") set forth in Exhibit
A.

1. APPOINTMENT

Exclusive Distributor:

1.1 Scope. Subject to the terms and conditions of this Agreement, EFP hereby appoints Distributor, and
Distributor hereby accepts appointment, as the exclusive distributor of Product in the Territory. Distributor
acknowledges that this appointment is exclusive and EFP shall not have the right to distribute the Product in the
Territory itself or through agents or other distributors. Further, EFP agrees not to reproduce, in any form, the
Product for anyone other than the Distributor, including but not limited to other agents or other distributors.
Finally, Distributor agrees not to reproduce, in any form, the Product for anyone other than EFP.

1.2 Subdistributors. Distributor may appoint subdistributors to promote and/or distribute Product with the
Territory. Distributor shall at all times remain as primary obligor under this Agreement.

2. OBLIGATIONS OF DISTRIBUTOR

2.1 Minimum Purchase Requirement. Distributor shall purchase from EFP such quantities of the Product as shall
satisfy all of Distributor's requirements for resale during the term of this Agreement; provided, however, that
Distributor shall in all events be required to purchase not less than a minimum of 1,000 products per year, set
forth in Exhibit B. If Distributor fails to meet such requirements, EFP shall have the right to terminate this
Agreement pursuant to Section 9.2 hereof with no liability to EFP.

2.2 Marketing Efforts. Distributor shall have the following obligations with respect to the marketing and
distribution of the Product within the Territory and Market:

                                                         1
(a) To use its reasonable best efforts to further the promotion, marketing, and distribution of the Product in the
Territory.

(b) To promptly respond to all inquiries or complaints from purchasers of the Product;

(c) To provide adequate and appropriate sales training, as reasonably determined by Distributor to its staff
concerning the sale and marketing of the Product;

(d) To comply with all laws and regulations of the Territory.

2.3 Reverse Engineering; Alteration of Product. Distributor shall not reverse engineer or disassemble the
Products and shall not knowingly allow any other person to do so. Distributor shall not alter the Product or any
Product packaging or labeling except with the prior written consent of EFP.

2.4 Product Claims. Distributor shall make no claims concerning the Products except as agreed among the
parties or as are contained in EFP's marketing materials provided to Distributor for use in the territory.

2.5 Notice of Intellectual Property Infringement. Distributor shall promptly notify EFP in writing of any patent,
copyright infringement or unauthorized use of EFP's trade secrets or trademarks in the Territory of which
Distributor becomes aware. EFP reserves the right in its sole discretion to institute any proceedings against such
third party infringers, and Distributor shall refrain from doing so. Distributor shall cooperate fully with EFP in any
legal action taken by EFP against such third parties, provided that EFP shall pay all expenses of such action and
all damages which may be awarded or agreed upon in settlement of such action shall accrue to EFP.

2.6 Product Recalls. If either party believes that a recall of any Products or other corrective action in the
Territory is desirable or required by law in the territory or elsewhere, it shall immediately notify the other party.
The parties shall them discuss reasonably and in good faith whether such recall or corrective action is appropriate
or required and the manner in which the same shall be handled. This Section shall not limit the obligations of either
party under law with respect to recall of Products required by law. Each party shall promptly provide the other
with copies of correspondence to or from governmental authorities relating to a recall of any Products or other
corrective action in the Territory concerning the Products.

2.7 To the extent that Distributor maintains a policy of product liability insurance and to the extent that the
Products are included within that product liability insurance policy, Distributor will arrange for EFP to be
designated as an additional named insured during the term of this Agreement and for long thereafter as a practical
need exists.

3. OBLIGATIONS OF EFP

3.1 Minimum Production Requirement. EFP understands and agrees that achievement of the minimum product
production requirements, set forth in Exhibit B, is the essence of this Agreement and that if EFP fails to meet such
requirements, Distributor shall have the right to terminate this Agreement pursuant to Section 9.2 hereof with no
liability to Distributor.

3.2 Reverse Engineering. EFP shall not reverse engineer or disassemble the Product and shall not knowingly
allow any other person to do so. EFP shall not alter the Product or any Product packaging or labeling except
with the prior written consent of Distributor.

3.3 Marketing Support. EFP shall have the following obligations with respect to the marking support of the
Products within the Territory and Market:

(a) To use its reasonably best efforts to supply the Products to Distributor;

                                                           2
(b) To assist Distributor in promptly responding to all inquiries or complaints from purchasers of the Products;

(c) To comply with all the laws and regulations of the Territory.

3.4 Insurance. EFP shall maintain in force, during the term of this Agreement and for as long as thereafter as a
practical need exists, one or more policies of product liability insurance, in the amount of at least $1,000,000
which shall cover all liabilities of EFP, whenever arising, attributable to the Products. Distributor shall be
designated as an additional named insured under each such policy and shall be provided with a certificate of
insurance within thirty (30) days after the issuance and each renewal thereof. The coverage provided to
Distributor shall at a minimum be the standard "broad form" vendor's liability endorsement.

3.5 Inventory. EFP shall make available inventory of the Product sufficient to meet anticipated demand.
Distributor shall provide EFP with a fifteen (15) day prior written notice requesting an inspection of EFP's
inventory of the Products.

4. PURCHASES AND PAYMENT TERMS

4.1 Orders. Distributor shall submit orders for the Products to EFP in writing. Acceptance by EFP may be
delivered by reply facsimile or by shipping the requested Product within a reasonable time. No accepted order
may be modified or canceled except as agreed in writing by the parties. Distributor's orders or mutually agreed
change orders shall be subject to all provisions of this Agreement. Any terms or conditions of such order or
change order which conflict with the terms or conditions of this Agreement shall be deemed excluded.
4.2 Orders. Distributor purchase orders shall include shipping instructions and shipping address.

4.3 Delivery Terms. Unless otherwise agreed in writing by the parties, deliveries of less than 240 units shall be
FOB EFP's plant; orders of 240 units or more shall be FOB destination within the contiguous United States. EFP
shall insure and be responsible for the cost of insuring each shipment of the Products with a reputable insurer for
the full invoice price of such shipment. Such insurance shall provide for coverage from EFP's manufacturing or
warehouse facility to the location of the Product's shipping destination per the invoice. Title of the Product shall
transfer upon delivery of the Product to destination per the invoice.

4.4 Acceptance of Products/Right of First Refusal. In the even of any shortage, damage or discrepancy in or to a
shipment of Product, Distributor shall have the right of first refusal and promptly provide written notice of EFP
within ten (10) days after delivery of the Product. If such evidence demonstrates that EFP is responsible for such
shortage, damage or discrepancy, EFP shall promptly deliver additional or substitute Product to Distributor, but
in no event shall EFP be liable for any additional costs, expenses or damages incurred by Distributor directly or
indirectly as a result of such shortage, damage or discrepancy in or to a shipment. Distributor shall return any
excess or damaged Products.

4.5 Prices. Distributor shall pay EFP the prices for the Product as listed in Exhibit A. The prices are subject to
change on a yearly basis or earlier, by mutual agreement of the parties.

4.6 Payment Terms. Subject to a credit limit that will be established by EFP in its reasonable discretion, payment
for each shipment shall be made within forty-five (45) days of EFP's invoice date, which will not be before the
date of shipment. All payments shall be made in United States Dollars. Any overdue payment from Distributor to
EFP under this Agreement shall accrue interest at the lesser of fifteen percent (15%) per annum or the highest
rate permitted under applicable law. EFP shall have the right to recover its collection costs and expenses
(including reasonable attorney's fees) for late payments. EFP reserves the right to withhold or suspend shipment
of Product if there is any overdue balance owed by Distributor to EFP.

4.7 Product Changes. EFP may not make any modification or improvements to the Product without written
consent from Distributor. The RespAide CPR Isolation Mask is excluded from the requirements of this
paragraph.

                                                          3
4.8 Net Payments. All payments to be made by Distributor to EFP pursuant to this Agreement represent net
amounts EFP is entitled to receive and shall not be subject to any deductions for any reason whatsoever,
including export tariffs, duties, assessments, taxes, bank charges, and any potential miscellaneous out-of-country
charges.

5. LIMITED WARRANTY; DAMAGES

5.1 Limited Warranty. EFP offers a limited warranty on the Product, which may be modified from time to time by
agreement of the parties. The warranty which shall apply to a particular Product shall be that in effect at the time
of shipments of such Product. EFP shall include a copy of the current warranty with Product's shipments. EFP's
warranty runs to the original end-user only. Distributor shall make no warranty or other representation concerning
the Products, express or implied, other than the applicable Product warranty of EFP.
THE APPLICABLE IMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, WHICH ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THE
SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF EFP'S LIMTIED WARRANTY SET FORTH
AND HEREIN SHALL BE LIMITED TO THE REMEDIES PROVIDED HEREIN.

6. INDENMIFICATION

6.1 Indemnification of EFP. EFP hereby agrees to indemnify, defend and hold Distributor harmless from any
damages awarded against Distributor (including, without limitation, reasonable costs and legal fees thereby
incurred by Distributor) arising out of any suit, claim or other legal action ("Legal Action") brought by a third party
that alleges the Products, or any of them, infringe any United States patent, copyright, or trade secret. If a
Product is found to infringe any such third party intellectual property right in such a Legal Action, by agreement of
the parties, EFP may, at EFP's expense: (a) obtain a license from such third party for the benefit of Distributor; or
(b) replace or modify the Product so that it is no longer infringing. If neither of the foregoing is commercially
feasible, Distributor may terminate this Agreement with no further liability to all losses, damages, and expenses
arising out of claims made by users of the Products on the grounds of product liability, sounding in tort, contract,
or otherwise, to the extent that such losses, damages and expenses are attributable to defects existing at the time
of shipment of the Products by EFP. Distributor agrees to inform EFP promptly in writing of any such claims
made by users of the Product.

6.2 Indemnification by Distributor. Distributor hereby agrees to indemnify, defend and hold EFP harmless from
any damages, costs or liabilities (including, without limitation, any reasonable costs or legal fees thereby incurred
by EFP) arising out of any Legal Action that relates to or results out of the activities of the Distributor in
connection with marketing, distribution or sale of the Products, including, without limitation, (a) any act or
omission by Distributor or any of its subdistributors or agents; or (b) any unfair business practice of Distributor or
any of it subdistributors or agents.

6.3 Indemnification Procedure. A party seeking indemnification (an "indemnified party") shall give the other party
(an "indemnifying party") written notice of any claim, threat or legal action within fifteen (15) days of first
knowledge thereof. The indemnifying party shall have sole and exclusive control of the defense of any legal action,
including the choice and direction of legal counsel. The indemnified party shall have the right to engage its own
counsel, at its own expense. The indemnified party may not settle or compromise any legal action without the
written consent of the indemnifying party.

7. CONFIDENTIALITY

7.1 Confidential Information; Term. All Confidential Information (as defined below) shall be deemed confidential
and proprietary to the party ("Disclosing Party") disclosing it to the other ("Receiving Party"). Receiving Party
may use the Confidential Information during the term of this Agreement

                                                          4
only as permitted or required for its performance hereunder. Receiving Party shall not disclose or provide any
Confidential Information to any third party and shall take reasonable measures to prevent any unauthorized
disclosure by its employees, agents, contractors or consultants, including appropriate individuals nondisclosure
agreements. The foregoing duty shall survive any termination or expiration of this Agreement for a period of five
years.

7.2 Definition. As used in this Agreement, the term "Confidential Information" shall mean all information disclosed
by Disclosing Party to Receiving Party, regardless of the form in which it is disclosed, relating to Disclosing
Party's trade secrets, markets, customers, products, patents, inventions, procedures, methods, designs,
strategies, plans, assets, liabilities, prices, costs, revenues, profits, organization, employees, agents, resellers or
business in general. The following shall not be considered Confidential Information for purposes of this Article 7:

(a) Information which is or becomes in the public domain through no fault or act of Receiving Party.

(b) Any shared information which was independently developed by Receiving Party without the use of or reliance
on Confidential Information;

(c) Information which was provided to Receiving Party by a third party under no duty of confidentiality to
Disclosing Party; or

(d) Information which is required to be disclosed by law, provided, however, prompt prior notice thereof shall be
given to Disclosing Party and disclosure shall be limited to the maximum extent possible.

8. TRADEMARKS

8.1 Use of Trademarks. EFP grants to Distributor, and Distributor hereby accepts from EFP, a nonexclusive,
nontransferable, and royalty-free license to use the EFP trademarks specified in Exhibit C hereto, as the same
may be revised by agreement of the parties from time to time, during the term of this Agreement, in the Territory
solely in connection with the distribution, promotion and advertising of the Products. Distributor may use the EFP
trademarks in promotional brochures and in connection with trade fairs. EFP may reasonably inspect and monitor
Distributor's use of the EFP trademarks. Distributor shall not remove or alter any EFP trade names, trademarks,
copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any
Products, documentation, containers, or packages. Distributor shall not adopt, use or register any words, phrases
or symbols which are identical to or confusingly similar to any of EFP's trademarks.

8.2 Termination of Use. Upon termination of this Agreement, Distributor shall immediately cease any use of the
EFP trademarks in any manner.

9. TERMS AND TERMINATION

9.1 Term. This Agreement shall take effect on the Effective Date and shall be effective for one (1) year, unless
terminated earlier as provided in
Section 9.2 below. This Agreement shall thereafter automatically continue for successive one-year terms unless
either party provides written notice of termination of this Agreement as provided in Section 9.2 below.

9.2 Termination. Either party may terminate this Agreement if:

(a) the other party files a petition of any type as to its bankruptcy, is declared bankrupt, becomes insolvent, make
an assignment for the benefit of creditors, goes into liquidation or receivership, or otherwise loses legal control of
its business involuntarily.

(b) the other party is in material breach of this Agreement and has failed to cure such breach within thirty (30)
days of receipt of written notice thereof from the first party.

                                                           5
(c) EFP may also terminate this Agreement within thirty (30) days of receipt of written notice to Distributor if:

(I) Distributor shall have failed to meet the applicable annual minimum purchase requirements for the Products; or

(ii) an act or omission of Distributor or Distributor's employees, officers, subdistributors or agents is likely, in the
reasonable discretion of EFP, to cause or has caused material harm or disrepute to the reputation of EFP or the
Products; or

(iii) Distributor breaches any obligation of Distributor regarding EFP's intellectual property or alters any Product
or the labeling therefore without EFP's prior written consent.

(d) Distributor may also terminate this Agreement within thirty
(30) days of receipt of written notice to EFP if:

(I) EFP shall have failed to meet the applicable annual minimum production requirements for the Products; or

(ii) an act or omission of EFP or EFP's employees, officers, subdistributors or agents is likely, in the reasonable
discretion of Distributor, to cause or has caused material harm or disrepute to the reputation of the Distributor, or
the Products; or

(iii) if EFP effects any detrimental material changes to existing Products described in Exhibit A.

9.3 Partial Termination: In the event that either party shall the right pursuant to the provisions of Section 9.2 to
terminate this Agreement in its entirety, either party may elect, in its sole discretion, to terminate this Agreement
solely as it applies to any portion of the Territory or as a specific market.

9.4 Rights and Obligations of Termination: In the event of termination of this Agreement for any reason, the
parties shall have the following rights and obligations:

(a) Neither party shall be released from the obligation to make payment of all amounts then or thereafter due and
payable;

(b) Each party's duties of confidentiality under Article 7 and the duties of both parties concerning dispute
resolution under Article 10 shall survive termination of this Agreement;

(c) Distributor shall cease to distribute the Products and shall return to EFP, at the Distributor's expense, or at
EFP's expense if the contract was terminated as a result of reach by EFP, all copies of promotional and technical
materials and artwork provided by EFP;

(d) EFP may, at Distributor's option, repurchase Distributor's inventory of non-obsolete and non-expired
Products at a price that is mutually agreed to by EFP and Distributor or direct Distributor to sell them to the third
party or parties selected by EFP; and

(e) Distributor shall return or, if requested by EFP, destroy all Confidential Information, including, if applicable, all
electronic copies thereof and shall certify in writing that it has done so.

9.5 No Compensation: In the event of any expiration or termination of this Agreement for any reason, neither
party shall owe any compensation to the other party for lost profits, lost opportunities or good will.

                                                            6
10. ARBITRATION

10.1 Litigation Rights Reserved. If any dispute arises with respect to the unauthorized use of Confidential
Information, EFP's trademarks or other intellectual property of EFP or Distributor, by Distributor or EFP, the
other party may seek any available remedy at law or equity from a court of competent jurisdiction.

10.2 Arbitration. Except as provided in Section 10.1 above, any dispute, claim or controversy which shall arise
out of or in relation to this Agreement, or the breach thereof, shall be finally settled by binding arbitration at Las
Vegas, Nevada, U.S.A. by one (1) arbitrator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"). Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Notwithstanding any contrary provisions in the AAA rules, each party
shall bear its own costs and expenses of the arbitration and one-half (1/2) of the fees and costs for the arbitrator
unless the arbitrator determines the fees and costs should be borne by one of the parties. The arbitrator may not
award or assess damages against either party.

10.3 Governing Law. This Agreement shall be governed by, and interpreted and constructed in accordance with
the laws of the State of Illinois, excluding its choice of law rules.

11. MISCELLANEOUS

11.1 Force Majeure. If the performance of this Agreement or any obligation hereunder (other than the payment
of monies due owing hereunder) is prevented, restricted or interfered with by reason of any event or condition
beyond the reasonable control of such party (including without limitation acts of state or governmental action,
riots, disturbance, war strikes, lockouts, slowdowns, prolonged shortage of energy or other supplies, epidemics,
fire, flood, hurricane, typhoon, earthquake, lightning and explosion, or any refusal or failure of any governmental
authority to grant any export license legally required), the party so affected shall be excused from such
performance, only for so long as and to the extent that such a force prevents, restricts or interferes with the
party's performance and provided that the party affected gives notice thereof to the other party and uses diligent
efforts to remedy such event or conditions.

11.2 Relationship. This Agreement does not make either party the employee, agent or legal representative of the
other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the name of the other party. Each party is acting
as an independent contractor.

11.3 Assignment. Neither party shall have the right to assign or otherwise transfer its rights and obligations under
this Agreement except with the prior written consent of the other. Any prohibited assignment shall be null and
void.

11.4 Notices. Notices required to be given hereunder shall be given to the party at the address set forth on page
1 or such other address of which a party may notify the other party in writing. Notices shall be deemed sufficient
if given by (a) registered or certified mail, postage prepaid, return receipt requested, (b) private courier service,
or (c) facsimile with electronic confirmation for receipt, addressed to the respective addresses of the parties as
first above written or at such other address as the respective parties may designate by like notice from time to
time. Notices so given shall be effective upon the earlier of (1) receipt by the party to which the notice is give, or
(2) on the fifth (5th) day following mailing.

11.5 Entire Agreement. This Agreement, including the Exhibits hereto which are incorporated herein, constitutes
the entire agreement of the parties with respects to the subject matter hereof and supersedes all proposals, oral or
written, and all negotiations, conversations, discussion or previous distribution agreements or arrangements
heretofore between the parties. Distributor and EFP hereby acknowledge that they have not been induced to
enter into this Agreement by any representations or statements, oral or written, not expressly contained herein.

11.6 Amendment. This Agreement may not be modified, amended, rescinded, canceled or waived, in whole or in
part, except in writing signed by both parties.

                                                          7
11.7 Severability. If any provision of this Agreement is found unenforceable under any of the laws or regulations
applicable thereto, such provision shall be deemed stricken from this Agreement, but such invalidity or
unenforceability shall not invalidate any other the other provisions of this Agreement.

11.8 Counterparts. This Agreement may be executed in two or more counterparts, and each such counterpart
shall be deemed an original hereof.

11.9 Waiver. No failure by either party to take any action or assert any right hereunder shall be deemed to be a
waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized
representatives below.

               WorldPoint ECC, Inc.                       Emergency Filtration Products, Inc.

               \S\ John C. Amato                                \S\ Douglas K. Beplate
               John C. Amato                                    Douglas K. Beplate
               President                                        President
               May 16, 2001                                     May 8, 2001




                                             EXHIBIT A
                                    PRODUCTS, PRICES, DISCOUNTS
                                      TERRITORY AND MARKETS

Product:

World Point AED Prep Kit
Minimum Components:

RespAid CPR Isolation Mask
Pair nitrile gloves
Biohazard Bag
Trauma scissors
3 antiseptic wipes
Disposable towel
Disposable razor
Fully-illustrated instruction card on how to perform CPR and use of AED

Prices:

$9.95 per Prep AED Kit
FOB: Destination
Minimum Order: 240 Units

Territory and Markets:

ALL TERRITORIES and MARKETS
No restrictiions

                                       EXHIBIT B
                          MINIMUM PURCHASE, MINIMUM PRODUCTION
                                DEMONSTRATION PRODUCTS

Minimum Product Purchase Requirement:

                                                         8
The Distributor agrees to purchase and take delivery during the first contract year of 1,000 products.

Minimum Product Production Requirement:

EFP agrees to produce and deliver 1,000 products each year of the agreement.

                                                 EXHIBIT C
                                             EFP TRADEMARKS

                                       RespAide CPR Isolation Mask

                                                        9
Exhibit 10.8 Westmed Manufacturing Agreement

Westmed Manufacturing Contract

The following is a contract agreement between Emergency Filtration Products located at 500 N. Rainbow, Suite
300, Las Vegas, Nevada 89107 and Westmed, Inc. located at 3351 E. Hemisphere Loop, Tucson, Arizona, for
all terms and conditions stated in the Westmed, Inc. quotation dated December 15th 1997. This contract will
remain in effect until terminated. Termination of this contract is accomplished by either party sending a signed
written document requesting that the contract be terminated.

Westmed, Inc. (WT) will be manufacturing for Emergency Filtration Products (EFP) the "resuscitation filter" as
per the sample and drawings supplied, in WT's December 15th quotation. All materials for the manufacturing and
packaging are to be supplied by EFP in bulk form. Raw materials are to be received clean, sealed in plastic bags,
ready for assembly and packaging. Westmed will provide molded plastic parts.

Manufacturing will be conducted at WT in accordance with Good Manufacturing Practices. Documentation will
be supplied with the finished devices to support lot traceability and manufacturing processes.

These are non-sterile devices and will be shipped bulk in a poly lined box or in an individual poly bag. Release
documentation will be supplied with the finished product.

           Accepted by: \S\ Jon McKinnon                                   Date: December 15, 1997
                                  John Mckinnon
                                  Westmed, Inc.

           Accepted by: \S\ Doug Beplate                         Date: December 15, 1997
                                  Doug Beplate
                                  Emergency Filtration Products, Inc.
Exhibit 10.9 Superstat Distribution Agreement

                                       DISTRIBUTOR AGREEMENT

between

                                       SUPERSTAT CORPORATION

and

                                EMERGENCY FILTRATION PRODUCTS

SUPERSTAT CORPORATION, hereinafter referred to as the "Company" and Emergency Filtration Products,
hereinafter referred to as the "Distributor," in consideration of the promises made herein and intending to be
legally bound, agree as follows:

                                           ARTICLE 1. RECITALS

                                           Legal Status of Company

Section 1.01. The Company is a Corporation duly organized, validly existing and in good standing under the laws
of the State of California, with corporate power to own property and carry on its business as it is now being
conducted. Company has its principal officer and place of business at 2015 University Drive, Rancho
Dominguez, California 90220.

                                          Legal Status of Distributor

Section 1.02. The Distributor is a corporation duly organized, validly existing, and in good standing, with
corporate power to own property and carry on its business as contemplated by this agreement. The distributor
has its principal office and place of business at 321 North Mall Drive, Suite H103, St. George, Utah 84797.

                                                     Purpose

Section 1.03. The purpose of this Agreement is to appoint a distributor for the sale of certain of the company's
products.

                               Facilities, Ability, and Desire to Be Distributor

Section 1.04. (a) The Distributor represents that it possesses the facilities and ability to promote the sale of
certain or the products manufactured by the Company and is desirous of developing demand for and selling such
products in the territory hereinafter described.
(b) The Company is desirous of having the Distributor develop demand for and sell certain of its products in such
territory on the terms and conditions set forth herein.


                                             Article 2. Distributorship

                                                  Appointment

Section 2.01. (a) The Company appoints the Distributor for the sale of certain of its products within the following
territory: See Exhibit B. The territory so described, and as may be subsequently enlarged, reduced, or otherwise
changed in area with the mutual consent of the parties hereto, is hereinafter referred to as the "territory".

                                                Products Covered
Section 2.02. The products of the Company covered by this Agreement are Modified Collagen Surgical
Hemostatic Products hereinafter referred to as the "products". See Exhibit A. Forecasts would form part of our
agreement from January 25, 1998.

                                                    Best Efforts

Section 2.03. In consideration of this appointment, the Distributor shall exert its best efforts to promote the sale
of the products, and in furtherance thereof, shall not handle any products of any other person, firm, or
corporation which compete with, or are of the like nature to, the products named above.

                                             Duration of Agreement

Section 2.04. Unless sooner terminated as hereinafter provided, this Agreement shall continue in force for one
year from the date of execution and, providing the provisions of the Agreement have been complied with shall
automatically renew for one year periods at the expiration of each period.

                                            Article 3. OPERATIONS

                                          Acceptance of Orders; Filling

Section 3.01. (a) All orders the Company receives for its products from the Distributor are subject to acceptance
by the Company.
(b) The Company will use its reasonable best efforts to fill the accepted orders as promptly as practical, subject,
however, to delays caused by transportation conditions, labor or material shortages, strikes, riots, fires, or any
other cause beyond the Company's control. In all cases, the Company will use its reasonably best efforts to
advise the Distributor the status of any products which the Distributor has previously ordered.

                                                      Payment

Section 3.02. (a) The Distributor shall pay the Company for the products which the Distributor purchases in
accordance with the prices shown in Schedule C attached hereto and made a part hereof (and as may be revised
by the Company from time to time) except that for orders requiring specifications that the Company determined
cannot be met at the prices in Schedule C, Distributor shall pay the Company in accordance with Section 3.02.
(b).
(b) The Distributor shall set out the specifications of products ordered. If these specifications cannot be met at the
prices shown in Schedule C for the respective products, the Company shall promptly give notice to the
Distributor and both parties shall negotiate in good faith to establish a mutually acceptable price.

                                                  Price Changes

Section 3.03. The Company shall advise the Distributor of all contemplated price changes ninety (90) days prior
to establishing prices.

                                          Regulatory Approval for Sale

Section 3.04. The Company represents and warrants that it has filed with the Food and Drug Administration
(FDA) the appropriate regulatory documents to enable the lawful manufacture, distribution and sale of the
Products. The Distributor shall be responsible for all additional registrations or approvals necessary to market the
Products in the Territory. The Company shall cooperate and assist with any of the Distributor's regulatory filings
required subsequent to the date of this Agreement.

                                               Rights of Inspection
Section 3.05. The Company shall allow representatives of the Distributor to inspect the manufacturing site as
needed pursuant to the Distributor's auditing procedures. The Distributor shall provide the Company with as
much advance notification as possible prior to such inspections, however, it shall have the right of inspection at
any time during normal business hours. Consummation of this Agreement can be subject to a satisfactory
preliminary inspection by the Distributor of manufacturing facilities at which Products are produced.

                                                Terms of Purchase

Section 3.06. (a) The Distributor shall pay the Company for its purchases within sixty (60) days of delivery to
Distributor.
(b) A separate billing will be provided for each shipment.

                                        Order Specifications / Warranty

Section 3.07. The Company warrants that the Products which it sells to the Distributor are free from defects in
materials, fabrication or workmanship and shall meet the Product specifications and the specifications in the
respective order. In the event that any Products shall not meet the required specifications, the Company's liability
under this Agreement shall be limited to replacing the Products at no charge and indemnify Distributor for
unrecoverable importation costs. The Company shall not be liable in any event for Distributor's loss of profits,
business, good will or other consequential damage or of breach of any other warranty express or implied.

                                          Warranty and Responsibility

The Company hereby indemnify and hold harmless the Distributor from and against liability for claims, damages,
costs and expenses incurred by Distributor in respect of any claims made against Distributor by users of the
Company's goods alleging any loss occasioned by an inherent defect created or caused by the Company, in the
goods or any commodity, article or thing manufactured or supplied by the Company when used in accordance
with instructions supplied by the Company subject to the following conditions:
1. Distributor shall make no admission of liability or compromise with claimants.
2. Distributor shall immediately upon becoming aware of any such claim, advise the Company of all relevant
details.
3. Distributor shall allow the Company to take over and conduct any lawsuit or claim and to challenge, settle or
compromise any such action as the Company may in their absolute discretion deem appropriate.
4. Distributor shall cooperate in all respects with the Company in the Company's investigations, actions and
settlement of any such claim.

                                                     Samples

Section 3.08. The Company shall from time to time provide the Distributor free of charge with a reasonable
number of samples of products for use in testing and sales efforts in the territory. In no event will samples exceed
2% of invoiced sales to the Distributor.

                                               Minimum Purchases

Section 3.09. In the event that the Distributor purchases from the Company are less than the minimum purchases
thereafter set forth, the Company shall have a right to adjust the discounts or terminate the Agreement as
provided in section 4.01. The minimum purchases are: See Exhibit D.

                                        ARTICLE 4. TERMINATION

                                                     Grounds

Section 4.01. The Company may terminate this Agreement for failure of the Distributor to meet provisions of this
Agreement. If the Company elects to
terminate, it shall give written notice of such election within forty five (45) days after which the Distributor has not
met the provisions of this Agreement. The Distributor may terminate this Agreement by giving written notice
within forty five (45) days of the close of any calendar year.

                                   Additional Right of Company to Terminate

Section 4.02. In case of a disagreement of any nature shall arise between the officers or managers of the
Distributor whereby the Company deems its interest may be imperiled or, in the case of their incapacity, death,
sale merger, insolvency of the Distributor, or in case an application is made to have the Distributor declared
bankrupt, or in case a receiver trustee is appointed for the Distributor, then the Company may, at its option,
terminate this Agreement by giving the Distributor thirty (30) days written notice.

                                                   Effective Date

Section 4.03. In case of termination by either the Company or the Distributor, the termination shall be effective as
of the end of the forty-five
(45) day period, except for termination by the Company as provided under Section 4.02.

                         ARTICLE 5. INTERPRETATION AND ENFORCEMENT

                                                       Notices

Section 5.01. Any Notice, request, demand, or other communication required or permitted hereunder shall be
deemed to be properly given when deposited in the United States mail, postage prepaid or deposited with any
express delivery service:
1. In the case of the Company, to an officer or such other person or address as the Company may from time to
time furnish to the Company.
2. In the case of the Distributor, to any officer or to such other person or address as the Distributor may from
time to time furnish the Company.

                                             Distributor Not an Agent

Section 5.02. This Agreement does not constitute the Distributor as an agent or legal representative of the
Company, or the Company as the agent or legal representative of the Distributor for any purpose whatsoever.
Neither party is granted any express or implied right or authority by the other party to assume or to create any
obligation or responsibility on behalf of or in the name of the other party, or to bind the other party in any manner
whatsoever.

                                                No Implied Waivers

Section 5.03. The failure of either party at any time to require performance by the other party of any provision in
this Agreement shall not affect in any way the full right to require such performance at any time hereafter. Nor
shall this Agreement be taken or held to be a waiver of the provision itself.

                                                     Assignment

Section 5.04. The Distributor shall not assign any of its rights or obligations under this Agreement. Any voluntary
assignment or assignments by operation of law of any rights and obligations of Distributor shall be deemed a
default under this Agreement allowing the Company to exercise all remedies available to it under the law.

                                             Choice of Law and Forum

Section 5.05. (a) The formation, interpretation and performance of this Agreement shall be governed by the law
of the State of California excluding its conflict of laws rule.
(b) No lawsuit pertaining to any matter arising under or growing out of this contract shall be instituted in any place
other than California.

                                                Entire Agreement

Section 5.06. This Agreement sets forth the entire Agreement between the parties, and supersedes all other oral
or written provisions. This Agreement may be modified only in writing signed by all parties.

Executed on February 2, 1998 at Rancho Dominguez, California.

SUPERSTAT CORPORATION

                                                \S\Mark McKonic
                                                Mark McKonic
                                                C.E.O.     2-2-98




EMERGENCY FILTRATION PRODUCTS

                                            \S\Michael J. Crnkovich
                                            Michael J. Crnkovich
                                            President     1-25-98




                                                    EXHIBIT A

                                                   PRODUCTS

Superstat 2"x 2" 3% and 1.5% Concentrations (in boxes of 10 units)

                                          CATALOG DESCRIPTION

                                                      1.5%                           9105-00
                                                        3%                           9106-00

          Superstat 4" x 4"                3% and 1.5% Concentrations             (in boxes of 5 units)

                                                CATALOG DESCRIPTION
                                                -------------------

                                                      1.5%                           9101-00
                                                        3%                           9012-00




                                                    EXHIBIT B

                                                  TERRITORY

All United States Military Medial Installations.

Military Medical Installations of other National Governments not in conflict with United States restrictions or
other legal restrictions.

Revised April 2001

SUPERSTAT CORPORATION

                                                By:\S\Mark McKonic
Mark McKonic
Title: C.E.O. Date: April 13, 2001

EMERGENCY FILTRATION PRODUCTS

             By:\S\Doug K. Beplate
             Doug K. Beplate
             Title:   President                                             Date: April 13, 2001




                                                  EXHIBIT C

                                          DISTRIBUTOR PRICES

          Superstat 2" x 2" (in boxes of 10 units)         $9.80/per unit/$98.00 per box (U.S.D.)
                                                                   $98.00/per case (10 bxs./case)

          Superstat 4" x 4" (in boxes of 5 units)         $15.75 per unit/$78.75 per box (U.S.D.)
                                                                  $787.50 per case (10 bxs./case)




                                                  EXHIBIT D

                                          MINIMUM PURCHASES

Minimum purchases will be formatted after the six months of this contract and will be calculated by potential and
expected penetration based on historical performance of comparable markets.
Exhibit 10.10 Common Stock Option Rescission Agreements

Rescission Agreement

This Agreement is made by and between Douglas K. Beplate, "Mr. Beplate", and Emergency Filtration Products,
Inc., the "Company", a Nevada Corporation.

Whereas the Company wishes to grant Mr. Beplate shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

And Whereas Mr. Beplate wishes to accept shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

Now therefore in consideration of the above premise, the parties agree as follows:

1. All option agreements executed by and between the Company and Mr. Beplate are cancelled, null and void; 2.
The Company shall issue Mr. Beplate 25,000 shares of the common stock of the Company.

In Witness Hereof, the parties hereto have executed this Agreement effective as of the date indicated below.

          Dated: August 15, 2002




          Signed: \s\Douglas K. Beplate             Signed: \s\Peter Clark
                -----------------------                    -----------------
          Douglas K. Beplate                                Peter Clark, Secretary Treasurer
                                                            Emergency Filtration Products, Inc.
Rescission Agreement

This Agreement is made by and between Peter Clark, "Mr. Clark", and Emergency Filtration Products, Inc., the
"Company", a Nevada Corporation.

Whereas the Company wishes to grant Mr. Clark shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

And Whereas Mr. Clark wishes to accept shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

Now therefore in consideration of the above premise, the parties agree as follows:

3. All option agreements executed by and between the Company and Mr. Clark are cancelled, null and void;
4. The Company shall issue Mr. Clark 25,000 shares of the common stock of the Company.

In Witness Hereof, the parties hereto have executed this Agreement effective as of the date indicated below.

           Dated: August 15, 2002




           Signed: \s\Peter Clark                 Signed: \s\Douglas K. Beplate
                  ---------------                       -----------------------
           Peter Clark                                     Douglas K. Beplate, President
                                                           Emergency Filtration Products, Inc.
Rescission Agreement

This Agreement is made by and between Wendy Harper, "Ms. Harper", and Emergency Filtration Products, Inc.,
the "Company", a Nevada Corporation.

Whereas the Company has given consideration to Ms. Harper for canceling all outstanding option agreements;

And Whereas Ms. Harper has accepted consideration in exchange for canceling all outstanding option
agreements;

Now therefore in consideration of the above premise, the parties agree as follows:

5. All option agreements executed by and between the Company and Ms. Harper are cancelled, null and void.

In Witness Hereof, the parties hereto have executed this Agreement effective as of the date indicated below.

           Dated: August 15, 2002




           Signed: \s\Wendy Harper                Signed: \s\Peter Clark
                  ----------------                      ----------------
           Wendy Harper                                    Peter Clark, Secretary Treasurer
                                                           Emergency Filtration Products, Inc.
Rescission Agreement

This Agreement is made by and between Sherman Lazrus, "Mr. Lazrus", and Emergency Filtration Products,
Inc., the "Company", a Nevada Corporation.

Whereas the Company wishes to grant Mr. Lazrus shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

And Whereas Mr. Lazrus wishes to accept shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

Now therefore in consideration of the above premise, the parties agree as follows:

6. All option agreements executed by and between the Company and Mr. Lazrus are cancelled, null and void; 7.
The Company shall issue Mr. Lazrus 25,000 shares of the common stock of the Company.

In Witness Hereof, the parties hereto have executed this Agreement effective as of the date indicated below.

          Dated: August 15, 2002




          Signed: \s\Sherman Lazrus                Signed: \s\Peter Clark
                -------------------                       -----------------
          Sherman Lazrus                                    Peter Clark, Secretary Treasurer
                                                            Emergency Filtration Products, Inc.
Rescission Agreement

This Agreement is made by and between Raymond Yuan, "Mr. Yuan", and Emergency Filtration Products, Inc.,
the "Company", a Nevada Corporation.

Whereas the Company wishes to grant Mr. Yuan shares of the common stock of the Company in exchange for
canceling all outstanding option agreements;

And Whereas Mr. Yuan wishes to accept shares of the common stock of the Company in exchange for canceling
all outstanding option agreements;

Now therefore in consideration of the above premise, the parties agree as follows:

8. All option agreements executed by and between the Company and Mr. Yuan are cancelled, null and void; 9.
The Company shall issue Mr. Yuan 25,000 shares of the common stock of the Company.

In Witness Hereof, the parties hereto have executed this Agreement effective as of the date indicated below.

          Dated: August 15, 2002




          Signed: \s\Raymond Yuan                  Signed: \s\Peter Clark
                ------------------                        -----------------
          Raymond Yuan                                      Peter Clark, Secretary Treasurer
                                                            Emergency Filtration Products, Inc.
Exhibit 10.11 Douglas K. Beplate - Assignment of Technology Agreement 4/1/03

                                           LICENSE AGREEMENT

This License Agreement, hereinafter termed the "Agreement," is made to be effective as of the 1st day of April,
2003, by and between Douglas K. Beplate, hereinafter termed the "Licensor," who is an individual resident of
Nevada, with an address of 2254 Candlestick Avenue, Henderson, Nevada 89052, and Emergency Filtration
Products, Inc., hereinafter termed the "Licensee," which is a Nevada corporation with its principal place of
business located at 175 Cassia Way, Suite A115, Henderson, Nevada 89014.

                                      GENERAL CONSIDERATIONS

A. Licensor is the Licensor and owner of certain discoveries and inventions relating to filtering devices
incorporating Nanoparticles described in United States patent application no. 10/387,854 and of knowledge,
processes, technology, data and trade secrets associated with such discoveries and inventions.

B. Licensee desires to utilize the discoveries and inventions of the patent application and the knowledge,
processes, technology, data, and trade secrets associated with the patent application to make, use, sell, and offer
to sell military equipment and environment face masks.

                                                     TERMS

NOW, THEREFORE, in consideration of the above premises and the mutual covenants and promises hereinafter
contained, Licensor and Licensee agree as follows:

                                                     Article I

                                                   Definitions

1.01 Licensed Technology. The term "Licensed Technology" means the discoveries and inventions of the patent
application and the knowledge, processes, technology, data, and trade secrets associated with described in
United States patent application no. 10/387,854 and of knowledge, processes, technology, data, and trade
secrets associated with discoveries and inventions.

1.02 Gross Sales Proceeds. The term "Gross Sales Proceeds" means all compensations received by Licensee for
the sale or other transfer of any product manufactured by using the Licensed Technology or any improved version
of the Licensed Technology. If, however, any sale or other transfer is made for less than fair market value, the
gross sales proceeds of such sale or transfer shall be deemed to be the fair market value of the product sold or
transferred.

                                                    Article II

                                                Grant of License

2.01 License. Licensor hereby grants to Licensee an exclusive worldwide license to utilize the Licensed
Technology as it exists on the effective date of this Agreement, or as it may be improved during the term of this
Agreement, to manufacture military equipment and environment face masks.

                                                    Article III

                                             Royalties and Reports
3.01 Value of Licensed Technology. Licensee recognizes that the Licensed Technology has value independent of
whether a patent is granted and that the value of the Licensed Technology independent of a patent is
approximately half of what it would be with a patent.

3.02 Earned Royalty. Licensee shall pay to Licensor a royalty of one percent of Gross Sales Proceeds.

3.03 Reduction of Royalty. At such time as the last patent on the Licensed Technology expires or as it is
conclusively determined that no patent will issue on the Licensed Technology (all appeals concerning existing
patent application have been exhausted without a patent being granted and no further patent applications can be
filed on the Licensed Technology in the United States or elsewhere), whichever occurs later, the royalty specified
in paragraph 3.02 shall be reduced to one-half percent of the Gross Sales Proceeds. Licensee shall, however, be
entitled to no refund of royalties due payable prior to such time.

3.04 Time for Royalty Payments.Royalty payments due under this Agreement shall be computed for each
calendar quarter and paid, together with a written accounting explaining how such quarterly payment has been
calculated, within thirty days after the end of each calendar quarter.

3.05 Interest. Licensee shall pay to Licensor interest, at the legal rate in the State of Nevada, for any royalty
payment that is overdue. Such interest shall apply from the time the royalty payment is due until the date such
royalty is actually paid.

3.06 Records. Licensee shall keep correct and complete records with respect to sales and sublicenses involving
the "Piccolo" invention.

3.07 Inspection of Records. Such records of Licensee shall be open to inspection at all reasonable time during
normal business hours by a representative of Licensor acceptable to Licensor and Licensee or, at the request
either of Licensor or of Licensee, by an independent certified public accountant acceptable to Licensor and
Licensee. Licensor shall provide to Licensee written notice of any desired inspection at least fifteen (15) calendar
days in advance of the date for such inspection. The entity requesting that an inspection be performed by an
independent certified public accountant shall be fully responsible to pay such accountant. The representative or
accountant shall report to Licensor only such information as is required to compute the royalty payments due
pursuant to this Agreement. No more than one (1) inspection shall be permitted each calendar year unless
Licensor demonstrates reasonable grounds for believing that a royalty payment has not been accurately
determined. Every inspection shall be limited to those records which Licensee is required to maintain pursuant to
this Agreement and shall not include any records which are more than six (6) years old at the time of inspection.
Except as necessary judicially to resolve any bona fide dispute concerning royalty payments. Licensor agrees to
maintain all information received from any inspection confidential and to impose a similar requirement of
confidentiality upon any accountant who conducts an inspection in accordance with this paragraph.


                                                     Article IV

                                                      Patents

4.01 Patent Prosecution. Licensor has sought patent protection as a utility patent for the Licensed Technology in
the United States.

4.02 Appeals. Licensor shall appeal administratively any final rejection if any attorney licensed to practice before
the United States Patent and Trademark Office provides an opinion that such an appeal would have a reasonable
likelihood of success at a reasonable cost.

4.03 Election Not to Appeal. If Licensor does not appeal a final rejection by the United States Patent and
Trademark Office, Licensee may pursue such an appeal at Licensee's own cost.

4.04 Patenting outside the United States. The seeking of patents outside the United States may be done in the
discretion of Licensor. If, though, Recipient elects not to prosecute a patent application in a country where
Licensee has traditionally done business, Licensor shall notify Licensee of such election within such period of time
as to enable Licensee to seek such patent protection at Licensee's own cost.
                                                      Article V

                                              Assistance by Licensor

5.01 Cooperation. Licensor will provide to Licensee all information and assistance reasonably necessary for the
patenting by Licensee of the Licensed Technology pursuant to Article IV of this Agreement.

                                                      Article VI

                                                     Warranties

6.01 Ownership. Licensor represents and warrants that Licensor holds title to and is the exclusive owner of all
rights in the Licensed Technology.

6.02 Authority. Licensor represents and warrants that Licensor has the authority to grant the license which is the
subject of this Agreement and that no assignment, sale, agreement, or encumbrance has been, or will be, made or
entered which would conflict with or be prior in right to such license.

6.03 Patent Infringement. Licensor provides to Licensee no warranty of non-infringement of any patent. Licensor
will, consequently, not be liable to defend Licensee in any suit for infringement or to reimburse Licensee for any
sums expended in defending, or satisfying a judgment resulting from, a charge of patent infringement.


                                                      Article VII

                               Patent Infringement of the Licensed Technology

7.01 Notification. Once a patent has been obtained for the Licensed Technology, Licensor and Licensee shall
promptly notify one another of any apparent infringement by a third party of such patent.

7.02 Suit for Infringement. Licensor shall not be obligated to institute a lawsuit against any apparent infringer. If,
however, Licensor commences such a lawsuit, Licensor shall be solely responsible for the expenses of such
lawsuit and shall retain all proceeds form such lawsuit.

7.03 Suit by License. Despite the provisions of paragraph 7.02 of this Agreement, if any apparent infringement
involves a product that is primarily in the field of military equipment or environmental face masks, Licensor shall,
before instituting any lawsuit, provide Licensee the opportunity to institute such lawsuit, in Licensor's name but at
Licensee's cost. If Licensee commences such a lawsuit, Licensor, upon Licensee's request and at Licensee's
expense, shall provide all reasonable assistance with respect to such lawsuit, including making Licensor's
employees and agents available to testify on Licensee's behalf. Unless Licensor and Licensee otherwise agree,
License shall, as indicated above, be solely responsible for the expenses of such litigation and with any recovery
obtained therefrom shall first be fully reimbursed for such expenses. Ninety-Nine (99) percent of the remainder of
any such recovery shall belong to Licensee; and one (1) percent, to Licensor.

7.04 Unavailability of Recourse. If Licensor or Licensee shall be unable to uphold the validity of any patent for
the Licensed Technology against an alleged infringer, Licensee shall have no damage claim and no claim for
refund or reimbursement against Licensor.

                                                     Article VIII

                                            Termination of Exclusivity
8.01 Automatic Conversion. Whenever no royalties shall have been due for a continuous period of three years
pursuant to Article III of this Agreement, the license granted pursuant to Article II of this Agreement shall
automatically convert to a non-exclusive license.

                                                     Article IX

                                                  Confidentiality

9.01 Obligation of Confidentiality. Licensor and Licensee agree that each will take all reasonable and necessary
steps to protect the confidentiality of any and all trade secrets included in the Licensed Technology.


                                                      Article X

                                                     Insurance

10.01 Product Liability. Licensee agrees to obtain such product liability insurance for products incorporating the
Licensed Technology as is commercially reasonable under the circumstances and to include Licensor as a named
insured under any such policy of product liability insurance.

10.02 Indemnification. Licensee shall indemnify and hold Licensor harmless for any recovery and any reasonable
attorney's fees associated with any claim of product liability for a product based upon the Licensed Technology.

                                                     Article XI

                                            Miscellaneous Provisions

11.01 Marketing. Licensee agrees to use reasonable efforts to place appropriate legal patent markings on every
product incorporating the Licensed Technology produced after issuance of any patent for the Licensed
Technology.

11.02 Force Majeur. Except for the obligation to make payments when due pursuant to this Agreement, all other
obligations under this Agreement shall be suspended for so long as one or both of Licensor and Licensee is
prevented from complying with the provisions of this Agreement by acts of God; riots; war; acts of Federal, state,
or local governments, agencies, or courts; strikes; lock-outs; damage to or destruction or unavoidable shut-down
of necessary facilities; or other matters beyond Licensor's or Licensee's reasonable control (specifically excluding,
however, matters of mere financial exigency.) The entity so prevented from complying with its obligations
pursuant to this Agreement shall promptly notify the other entity of such fact and shall exercise all due diligence to
remove and overcome the cause of such inability to comply.

11.03 Additional Documents. Licensor and Licensee agree that they will execute any and all additional
documents or legal instruments that may be necessary or required to effectuate the provisions of this Agreement.

11.04 Remedies. Notwithstanding any other provisions of this Agreement, Licensor and Licensee shall retain all
statutory and common law rights to enforce this Agreement or to seek damages for its breach.

11.05 Notices. Any notice, election, payment, report, or other correspondence required or permitted pursuant to
this Agreement shall be deemed to have been properly given or delivered when it has been made in writing and

(a) delivered personally to Licensor or an officer of Licensee or

(b) when sent by United States mail with all necessary postage fully prepaid, a return receipt requested, and
addressed to the entity to whom directed at its address as specified below:
                  Emergency Filtration Products, Inc.                    Douglas K. Beplate
                  175 Cassia Way, Suite A115                             2245 Candlestick Avenue
                  Henderson, NV 89014                                    Henderson, NV 89052




Either Licensor or Licensee may, at any time, change its address for purposes of this Agreement by giving written
notice of such change of address to the other entity.

11.06 Assignment. This Agreement was entered, in part, based upon Licensor's unique knowledge of the
Licensed Technology. Accordingly, Licensor shall not assign or otherwise transfer Licensor's duties or rights
(other than the right to receive the royalty pursuant to Article III, which right shall be freely transferable) without
the prior written consent of Licensee, which consent shall not be unreasonably withheld. Assignee may assign its
rights and delegates its duties under this Agreement.

11.07 Third-party Beneficiaries.Nothing expressed in or implied from this Agreement is intended, or shall be
construed, to confer upon or give any entity, other than Licensor and Licensee, and their respective successors
and assigns, any rights or remedies under or by reason of this Agreement.

11.08 Effect of Waiver. A waiver either by Licensor or by Licensee of any provisions of this Agreement, whether
in writing or by course of conduct or otherwise, shall be valid only in the instance for which such waiver has been
given and shall not be deemed to be a continuing waiver of such provision; nor shall any such waiver be
construed to be a waiver of any other provisions of this Agreement.

11.09 Paragraph Headings. The paragraph headings within this Agreement are for convenience only and in no
way define, limit, or describe the scope or intent of this Agreement; nor do such paragraph headings affect the
terms and provisions of this Agreement.

11.10 Preparation of Agreement. Licensor and Licensee acknowledge that they have both participated in the
preparation of this Agreement; and, in the event that any question arises regarding the interpretation of this
Agreement, no presumption shall be drawn in favor of or against either Licensor or Licensee with respect to the
meaning of this Agreement.

11.11 Governing Law. This agreement, and all matters relating to this Agreement, including any matter or dispute
arising from this Agreement, shall be interpreted, governed, and enforced according to the laws of the State of
Nevada. Developer and Recipient consent to the jurisdiction and venue of any appropriate court within the State
of Nevada to resolve any such dispute.

11.12 Attorney's Fees. In the event that Licensor or Licensee shall be in default or breach of this Agreement,
such defaulting or breaching entity shall be liable to pay all reasonable attorney's fees, court costs, and other
related collection costs and expenses incurred by the non-defaulting or non-breaching entity in pursuing its rights
under this Agreement.

11.13 Severability. In the event that any provision of this Agreement, or any action contemplated pursuant to this
Agreement, is found, by a court having competent jurisdiction in accordance with this Agreement, to be
inconsistent with or contrary to any law, ordinance, or regulation, the latter shall be deemed to control; this
Agreement shall be regarded as modified accordingly; as such modified provision as well as the remainder of this
Agreement shall continue in full force and effect.

11.14 Integration. This Agreement constitutes and represents the entire agreement of Licensor and Licensee with
respect to the subject matter of this Agreement. All other prior agreements, covenants, promises, and conditions,
whether verbal or written, that are intended to apply between Licensor and Licensee have been incorporated
herein. In executing this Agreement, neither Licensor nor Licensee has relied upon any promise, representation,
warranty, or the like other than those contained within this Agreement.

11.15 Amendment. This Agreement may be amended at any time upon the unanimous agreement of Licensor and
Licensee. Any such amendment must, however, be reduced to writing and be executed both by Licensor and by
Licensee in order to become effective.
11.16 Assurance of Authority. Licensor does hereby assure Licensee that execution of this Agreement is an
authorized act of Licensor, and Licensee does hereby assure Licensor that execution of this Agreement is an
authorized act of Licensee.

11.17 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Licensor and Licensee as
well as their successors and assigns.

11.18 Counterparts. This Agreement may be executed in counterparts, each of which when so executed and
delivered (including by facsimile transmission) shall be deemed an original and all of which together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, Licensor and Licensee have caused these presents to be signed by their duly
authorized representatives on the dates indicated.

                                                   LICENSOR:

                                            DOUGLAS K. BEPLATE

                             __\s\Douglas K. Beplate______________________

                                        Date:    _April 1, 2003__________________




                                                   RECIPIENT:

                             EMERGENCY FILTRATION PRODUCTS, INC.

                              By __\s\Sherman Lazrus____________________

                                         Its _C.E.O.________________________

                                         Date:   _April 1, 2003________________




                              By __\s\Thomas Glenndahl__________________

                                         Its _Director________________________

                                         Date:   _April 1, 2003_________________




                                       ASSIGNMENT OF INVENTION

Douglas K. Beplate, an individual resident of Nevada, with an address of 2254 Candlestick Avenue, Henderson,
Nevada 89052 (hereinafter termed "ASSIGNOR") does hereby acknowledge receipt of good and valuable
consideration from Emergency Filtration Products, Inc., a Nevada corporation, with an address of 175 Cassia
Way, Suite A115, Henderson, Nevada 89014 (hereinafter termed "ASSIGNEE").
In exchange for such consideration, ASSIGNOR does hereby sell, assign, and transfer to ASSIGNEE his entire
right, title, and interest for the United States and its territorial possessions and for all foreign countries, including all
rights to claim priority, in and to any and all inventions that are disclosed in United States patent no. 5,575,279,
Australian patent no. 723311, French patent no. 96945105.3, German patent no. 69610644, United Kingdom
patent no. 0873151, Canadian patent application no. 2,246,770, United States patent no. 6,375,854, and
United States patent application serial no. 10/128,367; in and to such patents and patent applications; in and to
any other provisional or non-provisional application that claims priority to any of such patents or patent
applications; in and to any patent that issues on an invention disclosed in any of the patent application; and in and
to any reissue, re-examination, or extension thereof and any related statutorily provided periods of market
exclusivity.

ASSIGNOR hereby represents and warrants that ASSIGNOR has the full right to convey his entire right, title,
and interest herein assigned and that no assignment, sale, agreement, or encumbrance has been, or will be, made
or entered which would conflict with or be prior in right to this Assignment.

ASSIGNOR further covenants that ASSIGNEE will, upon its request, be promptly provided with all pertinent
facts and documents relating to said inventions, said patent applications, and said patents and legal equivalents as
may be known and accessible to ASSIGNOR and that ASSIGNOR will testify as to the same in any
interference, litigation, or other proceeding related thereto and will promptly execute and deliver to ASSIGNEE
or its legal representatives any and all papers, instruments, or affidavits required to apply for, obtain, maintain,
issue, and enforce said invention and said patents and said equivalents thereof which may be necessary or
desirable to accomplish the purposes thereof or of this Assignment.

IN WITNESS WHEREOF, I have hereunto set hand and seal as of the dates specified below.

                                                      ASSIGNOR:

                                                  Douglas K. Beplate

                                        _\s\Douglas K. Beplate____________

                                        Date:    _April 1, 2003_____________
Exhibit 10.12 Term Sheet Joseph Stevens & Co. 1/31/03

                                  Proposed Term Sheet (Strictly Confidential)

          Issuer:                          Emergency Filtration Products          (OTC BB: EMFP)

          Amount of Placement:             A minimum of $300,000 and a maximum of $600,000.

          Securities:                      Authorized but unregistered common stock priced at
                                           $.18 per share plus one three year, non callable
                                           warrant for every dollar invested exercisable at
                                           $0.25. The warrant will be registered with the above
                                           issued common stock.

          Closing Date:                    On or about March 1, 2003.

          Registration:                    Promptly, but no later than thirty (30) days from the
                                           closing date, the Issuer shall file a registration
                                           statement with the United States Securities &
                                           Exchange Commission ("SEC") and use its best efforts
                                           to ensure that such registration statement is
                                           declared effective within 90 days from the filing
                                           date. In the event the registration statement is not
                                           declared effective within 90 days, the Issuer's
                                           registration obligation is deemed in default. As a
                                           result, the Issuer shall pay to the Investor(s) a
                                           cash amount, within 3 business days for every 30 day
                                           period starting from the 91st day from closing until
                                           such default is cured, equal to 2% of the outstanding
                                           principal amount of investment per month, as
                                           liquidated damages, and not as penalty. The Issuer
                                           shall keep the registration statement "evergreen" for
                                           at least 2 years from the anniversary date from the
                                           closing.

          Placement Fees:                  Issuer agrees to pay placement agent a
                                           placement fee of 10% plus a non accountable charge of
                                           3% of the gross proceeds raised payable in cash
                                           directly from escrow. Furthermore, for every dollar
                                           of the gross proceeds raised Joseph Stevens & Co.
                                           will receive one 3 year non callable warrant
                                           exercisable at $0.25.

          No Undercut:                     Within 180 days from the date that the
                                           investor(s) may legally sell the stock in the open
                                           market, if Issuer issues additional common stock or
                                           convertible instrument with the potential for the
                                           common stock priced below the average closing price
                                           of this placement, additional shares to make up the
                                           difference shall be automatically issued to
                                           investor(s) at no further cost to investor(s).




Look Back Clause: Upon the completion of the registration, the average of the bid and ask prices for the prior 3
days of trading must be at or above $.18. If the average is below that price, additional shares to make up the
difference shall be automatically issued to investor(s) at no further cost to investor(s). Starting 120 days from the
date of effective registration, if any average ten trading days' closing bid is below $0.18, then Issuer agrees to
issue additional common stock at Market Price (defined as the average of ten trading days' closing bid price prior
to the date of written request from investor) to make up the difference between the investor's total net exit price
and 120% of the original investment. (Open book with respect to all transaction records of Issuer's common
stock is permitted for inspection by Issuer or its representative). In lieu of issuing such additional stock, Issuer has
the option to redeem said financial damage, i.e. 120% of original investment - total net sales proceeds, in cash.

Date: January 31, 2003

                                      Signed    \s\Douglas K. Beplate
                                               ------------------------
                                    Name in Print Douglas K. Beplate
                                                 ---------------------




Position: President, Emergency Filtration Products

Date: January 29, 2003

                                       Signed: \s\Joseph Sabora
                                              --------------------

                                       Name in Print Joseph Sabora
                                                    ----------------




Position: CEO, Joseph Stevens & Co.
Exhibit 10.13 First Montauk Securities Corp - original term sheet

November 21, 2002

Emergency Filtration Products, Inc.

175 Cassia Way

Ste A115
Henderson, NV 89014
ATTN: Doug Beplate, President

Re: Fee Agreement

Dear Mr. Beplate:

This letter sets forth the Agreement by and among Emergency Filtration Products, Inc. its subsidiaries and its
affiliates, (the "Company") and First Montauk Securities Corp. and its subsidiaries and its affiliates ("Montauk")
with respect to the engagement of Montauk to introduce to the Company potential funding Source(s).

In connection with its engagement hereunder, this Letter Agreement confirms the Company's understanding of
Montauk's intention to attempt to utilize its best efforts to affect the following:

1. Introduce to the Company possible funding Source(s).
2. Provide such other investment banking and advisory services to the Company as requested. 3. Introduce to
the Company possible merger & acquisition candidates.
4. Evaluate the Company's possible merger & acquisition candidates.

Notwithstanding the foregoing, the intent herein described shall not obligate Montauk to effect any public or
private financing for the Company. Any such obligation shall be conditioned in its entirety upon the execution and
delivery by Montauk of an Agency or Underwriting Agreement satisfactory to Montauk and the Company.

It is understood and acknowledged by the parties that the value of Montauk's advice is not measurable in a
quantitative manner, and Montauk shall be obliged to render advice, upon request of the Company, in good faith,
as shall be determined by Montauk, but shall not be obligated to spend any specific amount of time in doing so.

1. Compensation:

a) The Company agrees to pay to Montauk at each full or incremental closing of any financing undertaken by the
Company from a Source (s) (defined hereunder) introduced by Montauk (the "Transaction"), (i) a cash
Transaction Fee of 8% of the amount financed from Montauk's Source(s) (ii) placement agent warrants, at an
exercise price no more favorable as given to the investors in such transaction, or common stock equal to 10% of
the ownership given to any equity raised and (iii) a 2% non-accountable expense allowance. All funds shall be
deposited in an escrow account to be designated by Montauk and released to the Company at the same time as
payment of the above stated fees and expenses are made to Montauk. Montauk retains the right to sub-engage
other placement agents and to pay, from Montauk's compensation, other sub-engaged placement agents'
compensation and any finder's fees. Montauk will notify the Company prior to sub-engaging other placement
agents. The Company will also pay at the closing of the Transaction, Montauk's legal expense.

2. Access to Premises:

In connection with the performance of services hereunder, the Company shall make its facilities, management and
employees available to Montauk and its
representatives, during normal working hours, and shall be responsive to any and all reasonable requests for
information made by Montauk, with reasonable notice and with confidentiality. In performing its services
hereunder, Montauk shall be entitled to rely upon and assume, without independent verification, the accuracy and
completeness of all information that is available from public sources and of all information that has been furnished
to it by the Company and shall have no obligation to verify the accuracy or completeness of any such information
or to conduct any appraisal of any assets.

3. Future Financing:

a) If the Company were to receive any additional capital within thirty-six months from the closing of any financing
from a Source(s) introduced by Montauk and/or from any Source(s) introduced to the Company by Montauk,
the Company will pay to Montauk a cash fee of 10% of the amount raised at the closing of any such financing.
The Company will not circumvent Montauk and will not attempt to contact, solicit, deal directly with such Source
(s) or profit from the introductions of Source(s) without prior written consent of an officer of Montauk. As used
in this Letter Agreement, the term "Source(s)" shall be broadly interpreted to include, without limitation, any
corporation, company, institution, partnership, individual and all of the Sources' affiliates that are directly or
indirectly introduced to the Company by Montauk.
b) If Montauk `s introduction s result in the closing of a financing of a minimum of $200,000.00 for the Company
(the "Watermark Transaction") Montauk will automatically become the Company's exclusive investment
banker/placement agent, which grants Montauk the exclusive right to seek financing for the Company for a period
of six (6) months from the Closing of the Watermark Transaction. Upon successful completion of the Watermark
Transaction, Montauk and the Company will amend this Letter Agreement incorporating any new arrangements.

4. Expenses:

The Company hereby agrees to pay all actual documented costs and expenses incurred by Montauk in
connection with its obligations and duties hereunder, including but not limited to travel, mailing and expenses of
Montauk's counsel. These expenses shall be agreed to in writing.

5. Indemnification:

The Company agrees to indemnify Montauk and certain other entities and persons as set forth in Schedule 1.

6. Disclosure:

(a) The Company recognizes and confirms that Montauk, in acting pursuant to this engagement, will be using
information in reports and other information provided by others, including, without limitation, information provided
by or on behalf of the Company, and that Montauk does not assume responsibility for and may rely, without
independent verification, on the accuracy and the completeness of any such reports and information. The
Company hereby warrants that all of its public filings, including but not limited to, reports filed under the Securities
Exchange Act of 1934 as amended, and any other information relating to the Company which has been publicly
disseminated or delivered to Montauk, will not contain any untrue statement of a material fact or omit to state any
material fact or omit to state any material fact necessary to make the statements contained herein, in the light of
the circumstances under which they were made, not misleading. The Company agrees to provide Montauk with
(i) prompt notice of any material development affecting the Company; (ii) such other information concerning the
business and financial condition of the Company as Montauk may from time to time reasonably request.

(b) The Company agrees that any information or advice rendered by Montauk or its representatives in connection
with this engagement is for the confidential use of the Company only and, except as otherwise required by law,
the Company has not and will not permit any third party to disclose or otherwise refer to such advice or
information in any manner without Montauk's prior written consent, unless such information becomes part of the
public domain through no fault of the Company.

(c) Montauk agrees that any information, plans or data regarding the Company and its activities is for the
confidential use of Montauk only and, except
as otherwise required by law or otherwise in the public domain, Montauk will not permit any third party to
disclose or otherwise permit any third party to disclose or otherwise refer to, use or act upon such information,
plans or data without the Company's prior written consent.

7. Miscellaneous:

(a) The Company has not taken, and will not take, any action, directly or indirectly, that would prevent the
Company from utilizing any form of Registration Statement under the Securities Act of 1933 as amended or that
would limit the availability of any federal or state exemption from the Registration.

(b) Montauk may, at its own expense, place announcements or advertisements in financial newspapers and
journals describing its services hereunder, provided that the same shall comply with securities laws and shall be
approved by the Company prior to dissemination.

8. Governing Law:

This Agreement (a) shall be governed by and construed in accordance with the laws of the State of New Jersey
and the parties agree that any dispute, claim or controversy relating to or arising out of this Agreement or the
performance of its terms shall be resolved by arbitration before the American Arbitration Association and shall be
conducted in the County of Monmouth State of New Jersey, regardless of the laws that might otherwise govern
under applicable principles of conflicts of law thereof, (b) incorporates the entire understanding of the parties with
respect to the subject matter hereof and supersedes all previous agreements should they exist hereto, (c) may not
be amended or modified except in writing executed by the Company and Montauk and
(d) shall be binding upon and inure to the benefit of the Company, Montauk, and other indemnified Parties and
their respective successors and assigns.

If you are in agreement with the foregoing, please execute the enclosed counterpart of this letter in the space
below provided for that purpose and deliver it to the undersigned, whereupon the terms hereof shall become a
binding agreement between us.

The investment banking staff of Montauk and its affiliates look forward to working with you.

Very truly yours,

                                          \s\ Herb Kurinsky
                                        ---------------------
                                        First Montauk Securities Corp.
                                        Herb Kurinsky
                                        President / CEO




AGREED TO AND ACCEPTED
THIS ___ DAY OF ____________, 2002



Emergency Filtration Products, Inc.
By: Doug Beplate
President
Exhibit 10.14 First Montauk Securities Corp - amendment

                                      MONTAUK FINANCIAL GROUP

May 16, 2003

VIA FACSIMILE

Emergency Filtration Products, Inc.
175 Cassia Way
Ste A115
Henderson NV 89014
ATTN: Doug Beplate, President

Dear Mr. Beplate:

Please use this letter as notification and authorization that First Montauk Securities Corp. (the "Company") will be
waiving an exclusive relationship with Emergency Filtration Products, Inc. ("EMFP") with respect to our Fee
Agreement (the "Agreement") executed on November 21, 2002. The exclusive relationship we are waiving is
detailed in the Agreement, specifically in paragraph 4 (b) which explains the "Watermark Transaction". We are
waiving the right to be an exclusive investment banker/advisor to Emergency Filtration Products, Inc., even
thought we may achieve the Watermark Transaction. However, this will not exclude Montauk from introducing
funding Source(s) to Emergency Filtration Products, Inc. on a non-exclusive basis, as we have been up to this
point.

Please be clear that this letter does not forego or render null and void any other part of the Agreement. The
Agreement will remain in effect for as long as First Montauk Securities, Corp. and Emergency Filtration
Products, Inc. agree to work with one another in the capacity as set forth in the Agreement.

Very Truly Yours,

                                       \S\ Herb Kurinsky

                                       First Montauk Securities Corp.
                                       Herb Kurinsky
                                       President/ CEO
Exhibit 10.15 Weise Labs agreements

                        MANUFACTURING AND DISTRIBUTION SERVICES
                                 BINDING TERM SHEET

The Manufacturing and Distribution Services Binding Term Sheet (the "Term Sheet") is made this April 30, 2003
(the "Effective Date"), by and among Weise Labs, Inc., a [corporation] organized under the laws of Taiwan
("Weise"), Emergency Filtration Products, Inc., a Nevada corporation ("EFP"), and solely with respect to
Sections II(6), III(2), III(3), III (4), IV, V(3) and VI below, Chan, Chamberlain and Associates, Inc., a Nevada
corporation ("CCA"), pursuant to which Weise will be the exclusive worldwide manufacturer of EFP's 2H Nano-
Enhanced Surgical Mask and other masks using related technology, and will provide certain marketing and
distribution services to EFP in connection with the distribution of such mask products in the Asia territory (the
"Distribution Transaction").

The parties contemplate that this Term Sheet will be superceded and replaced by a definitive written agreement
covering the Distribution Transaction consistent with the material terms of this Term Sheet and reasonably
acceptable to the parties, but if such an agreement is never drafted or entered into then this Term Sheet shall
remain a binding agreement among the parties.

I. Manufacturing

1. Mask Product: EFP's 2H Nano-Enhanced Surgical Mask, and any other mask products designed for human
use which utilizes the Intellectual Property (as defined in Section
III.2.(e) below) incorporated into the 2H Nano-Enhanced Surgical Mask (each such mask referred to herein as a
"Nano Mask"). EFP will provide Weise with the design and manufacturing specifications for the Nano Mask
prior to the start of fabrication of the Nano Mask samples so that Weise has sufficient time to timely fabricate
such samples, and Weise will be required to fabricate no more than five (5) sample Nano Masks for EFP
approval (which shall not be unreasonably withheld).

2. Exclusive Rights: EFP hereby grants Weise exclusive worldwide rights to manufacture and fabricate the Nano
Masks during the term of this Term Sheet. EFP agrees not to assign, license or transfer any rights in or to the
Intellectual Property incorporated in the Nano Mask which could in any way conflict with, restrict or limit Weise's
exclusive rights granted under this Term Sheet, without the written consent of Weise. Weise will be permitted to
subcontract or engage third-parties to fabricate and manufacture the Nano Masks.

3. Orders: Weise agrees to fabricate and manufacture the Nano Mask pursuant to a written purchase order,
which shall be subject to acceptance by Weise. Each purchase order will contain (i) the number of Nano Mask
units to be manufactured (which, unless otherwise approved by Weise, shall be no less than 5,000 units) , (ii) any
changes to the specifications for the particular Nano Mask(s) subject to the order, and (iii) whether Weise is
being engaged by EFP to provide Distribution Services (as defined below) with respect to such the Nano Masks.
Prior to acceptance of a purchase order, Weise will provide EFP with (a) an estimate of the Manufacturing Cost
(as defined in Section I.4 below) or the Non-Distributed Mask Cost (as defined in Section I.4 below) for Nano
Masks covered by the order, (b) the estimated completion date of the order, and
(c) payment in full for any costs and charges related to the set-up of the manufacturing of the Nano Masks (such
as molds, die casts and other miscellaneous costs) incurred by Weise. Any changes or modifications to an
accepted purchase order (including changes to the specifications of the Nano Mask) shall be in writing and
approved by EFP and Weise. Prior to acceptance of a purchase order, EFP will either deposit cash with Weise,
or establish a standby letter of credit in favor of Weise from a bank and with terms reasonably acceptable to
Weise in an amount equal to no less than [50%] of the estimated Manufacture Cost (as defined below) or the
Non-Distributed Mask Cost (as defined below) for such order (the "Order Deposit"). The Order Deposit will be
denominated in U.S. Dollars. Weise will manufacture the Nano Masks substantially consistent with the
specifications approved by EFP (subject to any approved change orders). Title to the Nano Masks and the risk
of loss shall pass to EFP upon completion of the fabrication and manufacturing of such Nano Masks at the Weise
or a third-party subcontractor facilities.
          4.    Purchase Price:            For each Nano Mask (A) which is a Distributed Mask
                                           (as defined below), EFP will pay Weise an amount
                                           equal
                                           to the cost to Weise of designing, fabricating and
                                           manufacturing for the particular type of Nano Mask
                                           being
                                           manufactured, including any costs of third-parties
                                           engaged by Weise related to the manufacturing of the
                                           Nano Masks, and any cost increases resulting from
                                           any change orders or modifications to the
                                           specifications
                                           ("Manufacture Cost"), and (B) which is not a
                                           Distributed Mask, EFP will pay Weise one hundred
                                           and
                                           twenty-five percent (125%) of the Manufacture Cost
                                           of such mask (the "Non-Distributed Mask Cost").
                                           Weise
                                           will maintain records regarding the Manufacture Costs
                                           and the Non-Distributed Mask Costs of the Nano Masks,
                                           and EFP will have the right upon reasonable advance
                                           notice during business hours to review such records.

          5.    Payment Terms:             For Nano Masks for which Weise has not been engaged
                                           to provide Distribution Services, EFP shall pay Weise
                                           the Non-Distributed Mask Cost for such masks within
                                           30 days of completion of the order. For Nano Masks
                                           for
                                           which Weise has been engaged to provide Distribution
                                           Services, EFP shall pay Weise the Manufacture Cost
                                           for
                                           such masks within three (3) days of receipt of
                                           payment by EFP from the customer purchasing such Nano
                                           Masks;
                                           provided that in any case payment of the Manufacture
                                           Cost of the order shall be made by EFP no later than
                                           [60] days of completion of the order.


          II.                                            Distribution Services




1. Distribution Services:EFP hereby engages Weise to provide, either directly or through third-parties, the
following distribution and marketing related services to EFP with respect only to the distribution, sale and
marketing of the Nano Masks (the "Distributed Masks"), in the Asian Territory (as defined below) (the
"Distribution Services"): (i) Weise will arrange for and oversee inventory and storage of the Distributed Masks
following completion of manufacturing and prior to shipment to the customer, (ii) in consultation with EFP, Weise
will arrange for and oversee shipping and transport of the Distributed Masks to customers in the Asian Territory
(including, arranging for logistics support and custom clearance of shipments), (iii) Weise will, in consultation with
EFP, identify customers in the Asian Territory, assist EFP in qualifying such customers and, upon request of EFP
and at its expense, conduct credit checks on potential customers, approach jointly identified customer prospects
in the Asian Territory, and process customer orders (including on behalf of EFP, customer order tracking,
responding to customer inquiries, invoicing customers on behalf of EFP, collection of customer invoices and
processing of customer payments and product returns), and (iv) Weise will manage jointly agreed upon marketing
and promotion efforts of the Distributed Masks in the Asian Territory. As a part of providing Distribution
Services to EFP, Weise will invoice each customer in the Asian Territory for the Nano Masks purchased by such
customers promptly upon shipment of the applicable Nano Mask order. EFP will promptly send Weise any
orders forms, or customer leads or inquiries for, a customer in the Asian Territory, and will promptly advise
Weise in writing of the receipt of any payments from customers in the Asian Territory. Any customer payments
received by Weise in respect of the sale of any Distributed Masks will be held by Weise on behalf of EFP and
promptly paid over to EFP (which payment shall be made no later than the fourteenth (14th) day of the month
after the month in which Weise received the customer payment); provided that Weise will have a right to deduct
and set-off from such payments any unpaid amounts due Weise for the Non-Distributed Mask Cost, the
Manufacture Cost, the Distribution Services Fee (as defined below), and the Margin Fee (as defined below).
EFP shall directly pay the expenses and cost of insurance, and shipping and logistics relating to distribution of any
Distributed Masks in the Asian Territory will paid directly by EFP, but EFP retains the right to pass on such
expenses and costs to customers of the Distributed Masks.
2. Asian Territory:For purposes of this Term Sheet, the term "Asian Territory" shall mean all of the countries
comprising Asia and the Middle East, including, but not limited to, China, Hong Kong, South Korea, Taiwan,
Singapore, Thailand, Malaysia, India, Pakistan, Israel, Philippines, and Vietnam.

3. Distribution Service

Fee:In exchange for Weise's agreement to provide the Distribution Services to EFP, EFP will pay Weise a fee
equal to the lesser of (i) the costs to Weise of providing the Distribution Services, or (ii) [5]% of Customer Unit
Selling Price (as defined below) (the "Distribution Service Fee"). For purposes of this Term Sheet, "Customer
Unit Selling Price" shall mean per unit purchase price for each Distributed Mask charged by EFP to its customers
in the Asian Territory (as reflected on the applicable customer invoice). Weise agrees to obtain the prior approval
of EFP (which shall not be unreasonable withheld) with respect to any advertising or promotional activity relating
to the Nano Masks which would reasonably be expected to cost greater than 5% of the Customer Unit Selling
Price.

4. Margin Fee:In addition to Distribution Service Fee, EFP will pay Weise an amount equal to [42.5]% of the
Distribution Margin (as defined below) (the "Margin Fee"). For purposes of this Term Sheet, "Distribution
Margin" shall mean with respect to each Distributed Mask an amount equal to the difference of (a) the Customer
Unit Selling Price, and (b) the sum of (i) per unit Manufacture Cost of such Distributed Mask, plus (ii) the
Distribution Service Fee.

5. Weise Fee Payments: Payment of the Distribution Service Fee and the

                                          Margin Fee shall be made in U.S. Dollars, and will
                                          be due
                                          and payable within three (3) days of receipt of
                                          payment by EFP (or by Weise on behalf of EFP) of
                                          amounts
                                          due in respect of Distributed Masks; provided that
                                          in any case payment of the Distribution Service Fee
                                          and
                                          the Margin Fee shall be made by EFP no later than
                                          [60] days of the date of the invoice relating to
                                          such
                                          Distributed Mask. The risk of customer bad debt or
                                          non-payment [and returns] shall rest entirely
                                          with EFP.

          6.   CCA Services:              EFP and Weise both acknowledge and agree that CCA has
                                          been engaged by EFP to provide certain management
                                          and
                                          advisory services related to the Distribution
                                          Transaction as requested by EFP from time to time;
                                          provided
                                          that during the term of this Term Sheet such
                                          services shall not exceed ten (10) hours in any
                                          given week or
                                          one hundred twenty (120) hours in any three month
                                          period (the "CCA Services"). In exchange for
                                          CCA's
                                          agreement to provide the CCA Services, EFP will
                                          pay CCA a fee equal to [15]% of the Distribution
                                           Margin
                                          (the "CCA Fee"). Payment of the CCA Fee will be made
                                           in U.S. Dollars, and will be due and payable
                                          promptly
                                          (but in no event later than the fourteenth (14th)
                                           day of the month after the month in which EFP (or
                                          Weise
                                          on behalf of EFP) received the customer payment of
                                          amounts due in respect of Distributed Masks;
                                          provided
                                          that in any case payment of the CCA Fee shall be
                                          made by EFP no later than [60] days of the date of
                                           the
                                          invoice relating to such Distributed Masks.
          7.   Customer Reports:           Weise agrees to maintain written records of behalf
                                           of EFP of (i) customer orders for Distributed
                                           Masks,
                                           (ii) customer invoices and billings for Distributed
                                            Masks sold such customers, and (iii) payment
                                           receipts
                                           from customer in respect of such invoices. No
                                           more than once per calendar year will EFP have the
                                           right
                                           upon reasonable advance notice during business hours
                                           to review the above records.

          III.       Representations, Warranties and Covenants




1. By Weise: Weise hereby makes the following representations and warranties to EFP, as of the date of this
Term Sheet:

(a) Good Standing and Due Authorization and Authority. Weise is a
[corporation] duly organized, validly existing and in good standing under the laws of Taiwan, and has all requisite
[corporate] power and authority to carry on its business as now conducted. All [corporate] action on the part of
the Weise's board of directors and shareholders necessary for the authorization, execution, delivery of, and the
performance of all obligations of the Weise's under this Term Sheet has been taken, and is in full force and effect.
Weise has full legal right, power and authority to enter into and perform its obligations under this Term Sheet, and
this Term Sheet has been executed on behalf of Weise by a duly authorized officer of Weise.

(b) Enforceability. This Term Sheet when executed and delivered by Weise will constitute valid and legally
binding obligation of Weise, enforceable in accordance with its respective terms, except as may be limited by (i)
applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the
enforcement of creditors' rights generally, and
(ii) the effect of rules of law governing the availability of equitable remedies.

(c) No Conflict. The execution and delivery of this Term Sheet by Weise, and the performance of Weise's
obligations under this Term Sheet, will not conflict with, or (with or without notice or lapse of time, or both) result
in a termination, breach, default, impairment or violation of (i) any provision of Weise's charter documents or
other governance document of Weise, (ii) any agreement, contract, lease, loan or other obligation of Weise or by
which Weise is bound, or (iii) of any judgment, order, writ, decree, or foreign, federal or state law, statute, rule or
regulation applicable to Weise or by which it is bound.

(d) Required Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications,
designations, declarations or filings with, any foreign federal, state or local governmental authority or any other
person or entity on the part of Weise required in connection with the execution and delivery of this Term Sheet by
Weise, and the performance of all obligations of its under this Term Sheet have been taken and are in full force
and effect.

2. By EFP: EFP hereby makes the following representations and warranties to Weise and CCA, respectively, as
of the date of this Term Sheet:
(a) Good Standing and Due Authorization and Authority. EFP is a Nevada corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and
authority to carry on its business as now conducted. All corporate action on the part of the EFP's board of
directors and shareholders necessary for the authorization, execution, delivery of, and the performance of all
obligations of the EFP's under this Term Sheet has been taken, and is in full force and effect. EFP has full legal
right, power and authority to enter into and perform its obligations under this Term Sheet, and this Term Sheet
has been executed on behalf of EFP by a duly authorized officer of EFP.

(b) Enforceability. This Term Sheet when executed and delivered by EFP will constitute valid and legally binding
obligation of EFP, enforceable in accordance with its respective terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the
enforcement of creditors' rights generally, and
(ii) the effect of rules of law governing the availability of equitable remedies.

(c) No Conflict. The execution and delivery of this Term Sheet by EFP, and the performance of EFP's
obligations under this Term Sheet, will not conflict with, or (with or without notice or lapse of time, or both) result
in a termination, breach, default, impairment or violation of (i) any provision of EFP's Articles of Incorporation,
Bylaws or other governance document of EFP,
(ii) any agreement, contract, lease, loan or other obligation of EFP or by which EFP is bound, or (iii) of any
judgment, order, writ, decree, or foreign, federal or state law, statute, rule or regulation applicable to EFP or by
which it is bound.

(d) Required Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications,
designations, declarations or filings with, any foreign, federal, state or local governmental authority or any other
person or entity on the part of EFP required in connection with the execution and delivery of this Term Sheet by
EFP, and the performance of all obligations of its under this Term Sheet have been taken and are in full force and
effect.

(e) EFP Intellectual Property. EFP owns all right, title and interest in and to the Intellectual Property (as defined
below) rights incorporated into or used in the design, fabrication or manufacture of any Nano Mask (free of any
and all claims, liens, encumbrances, rights of third parties or restrictions), and such Intellectual Property (i) does
not and will not infringe upon or violate any Intellectual Property right of any third-party, and (ii) is not subject to
any liens, licenses, obligations, encumbrances or other third-party rights (oral or written) that could limit or
adversely affect the performance of EFP's obligations under this Term Sheet. For Purposes of this Term Sheet,
"Intellectual Property" means all worldwide inventions, patents, patent applications, design rights and similar
invention rights, copyrights, copyright applications, trade secrets, know-how and other intangible property or
proprietary rights of any kind recognized anywhere in the world under any state or national statute or treaty or
common law right.

(f) EFP Product Warranty. The Nano Masks will perform as promised by EFP and as reflected in any
advertising and marketing materials prepared or approved by EFP.
3. By CCA: CCA hereby makes the following representations and warranties to EFP, respectively, as of the date
of this Term Sheet:

(a) Good Standing and Due Authorization and Authority. CCA is a Nevada corporation duly organized, validly
existing and in good standing under the laws of Nevada, and has all requisite corporate power and authority to
carry on its business as now conducted. All corporate action on the part of the CCA's board of directors and
shareholders necessary for the authorization, execution, delivery of, and the performance of all obligations of the
CCA under this Term Sheet has been taken, and is in full force and effect. CCA has full legal right, power and
authority to enter into and perform its obligations under this Term Sheet, and this Term Sheet has been executed
on behalf of CCA by a duly authorized officer of CCA.

(b) Enforceability. This Term Sheet when executed and delivered by CCA will constitute valid and legally binding
obligation of CCA, enforceable in accordance with its respective terms, except as may be limited by (i)
applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the
enforcement of creditors' rights generally, and
(ii) the effect of rules of law governing the availability of equitable remedies.

(c) No Conflict. The execution and delivery of this Term Sheet by CCA, and the performance of CCA
obligations under this Term Sheet, will not conflict with, or (with or without notice or lapse of time, or both) result
in a termination, breach, default, impairment or violation of (i) any provision of CCA's Articles of Incorporation,
Bylaws or other governance document of CCA, or
(ii) of any judgment, order, writ, decree, or foreign, federal or state law, statute, rule or regulation applicable to
CCA or by which it is bound.

4. Confidentiality:

(a) Definition. "Confidential Information" means: (i) any non-public information of a party, including, without
limitation, any information relating to a party's current and planned products and services, technology, techniques,
know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing,
customer lists, business forecasts and marketing plans; (ii) any other information of a party that is disclosed in
writing and is conspicuously designated as "Confidential" at the time of disclosure. The obligations in Section III
(4)(b) below will not apply to the extent any information: (i) is or becomes generally known to the public through
no breach of this Term Sheet by the receiving party; (ii) was rightfully in the receiving party's possession at the
time of disclosure, without an obligation of confidentiality; (iii) is independently developed by the receiving party
without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party
from a third party without restriction on use or disclosure.
(b) Obligations. Each party will not use the other party's Confidential Information, except as necessary for the
performance of this Term Sheet, and will not disclose such Confidential Information to any third party, except to
those of its employees, agents, representatives and subcontractors that need to know such Confidential
Information for the performance of this Term Sheet. Each party will use all reasonable efforts to maintain the
confidentiality of all of the other party's Confidential Information in its possession or control, but in no event less
than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and
importance. The foregoing obligations will not restrict any party from disclosing the other party's Confidential
Information or the terms and conditions of this Term Sheet: (i) pursuant to the order or requirement of a court,
administrative agency, or other governmental body, provided that the party required to make such a disclosure
gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential
basis to its legal or professional financial advisors; or (iii) as required under applicable securities regulations.

5. Taxes: The Non-Distributed Mask Cost, the Manufacture Cost, the Distribution Services Fee, the Margin Fee
and the CCA Fee are exclusive of all sales, value-added, withholding and all other taxes or duties ("Taxes"). EFP
will pay for all Taxes assessed or incurred in connection with the manufacture, sale, marketing and distribution of
the Nano Mask under this Term Sheet, and the performance of the Distribution Services and the CCA Services
(except for taxes payable on Weise's or CCA's net income). EFP will promptly reimburse Weise or CCA, as the
case may be, for any Taxes that either such party may be required pay on EFP's behalf in connection with this
Term Sheet.

IV. Term and Termination

1. Term: This Term Sheet commences on the Effective Date and, shall remain in effect unless terminated earlier in
accordance with its terms.

2. Termination: This Term Sheet may be terminated, as follows: (i) upon the written agreement of Weise and EFP
to terminate this Term Sheet (provided that any termination of
Section III(6) will require the written consent of CCA);
(ii) by either Weise or EFP, at any time if the other party breaches any material term of this Term Sheet and fails
to cure that breach within thirty (30) days after notice thereof from the non-breaching party; provided that Weise
may also terminate this Term Sheet, at any time, if EFP breaches any of its payment obligations under this Term
Sheet and fails to cure that breach within five (5) days after notice thereof from Weise; and (iii) by either Weise
or EFP, if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or proceeding
relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; provided that CCA
may voluntarily terminate its obligations under
Section II(6) of this Term Sheet upon five (5) days written notice to Weise and EFP.

3. Effect of Termination: Upon the termination of this Term Sheet
(including a voluntary termination by CCA of its obligation under Section II(6) under the preceding Section): (i)
all covenants and obligations of the parties shall terminate without liability, except (a) EFP shall pay in accordance
with this Term Sheet (1) to Weise, the Non-Distributed Mask Cost and the Manufacture Cost, as the case may
be, for any Nano Mask orders which have been completed or which are in the process of being manufactured,
and the Distribute Service Fee and Margin Fee with respect to any Distributed Masks which have been invoiced,
and (2) to CCA, the CCA Fee with respect to any Distributed Masks which have been invoiced; and (b) the
rights and obligations of the parties under Sections I(5), II(3), II(4), II(5), II(6)(with respect to EFP's obligation
to pay the CCA Fee), III, IV, V and VI shall survive any termination of this Term Sheet; (ii) at Weise's option, all
purchase orders or portions thereof remaining undelivered on the date of termination may within two (2) days be
canceled; and (iii) each party will promptly return to the other party all Confidential Information of the other party
in its possession or control.
V. Indemnity

1. Weise Indemnity: Weise agrees to indemnify, defend and hold harmless EFP, and its officers, directors,
employees, representatives, agents and attorneys (the "EFP Parties") and CCA, and its officers, directors,
employees, representatives, agents and attorneys (the "CCA Parties"), against any liability, damages, expenses,
and costs (including attorney's fees) incurred by EFP or any EFP Party, or CCA or any CCA Party, based on or

                          arising out of any breach or violation           of any
                          representation warranty, covenant or             obligation    of
                          Weise
                          under this Term Sheet




2. EFP Indemnity: EFP agrees to indemnify, defend and hold harmless Weise, and its officers, directors,
employees, representatives, agents and attorneys (the "Weise Parties"), and CCA and the CCA Parties, against
any liability, damages, expenses, and costs (including attorney's fees) incurred by Weise or any Weise Party,

                       or CCA or any CCA Party, based on or arising out of (i)
                       any breach or violation of any representation
                       warranty, covenant or obligation of EFP under this Term




Sheet, (ii) any investigation, claim or suit brought against Weise or any Weise Party to the extent that it is based
upon a third-party claim that a Nano Mask infringes or misappropriates any Intellectual Property of any third-
party, and (iii) any investigation, claim or suit brought against Weise or any Weise Party, or CCA or any CCA
Party, relating to product liability, personal injury or death arising out of any Nano Mask.

3. Limited Damages: THE PARTIES ACKNOWLEDGE THAT WEISE IS ACTING SOLELY AS A THIRD
PARTY MANUFACTURER AND DISTRIBUTOR OF THE NANO MASK AND THAT EFP SHALL BE
SOLELY RESPONSIBLE TO WEISE AND TO THIRD PARTIES FOR ALL LIABILITY, CLAIMS,
DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES RELATED TO THE NANO MASK MADE
OR DISTRIBUTED BY WEISE UNDER THIS TERM SHEET. IN NO EVENT WILL WEISE BE LIABLE
TO EFP, CCA OR ANY THIRD PARTY FOR ANY LIABILITY, CLAIMS, OBLIGATIONS, DAMAGES,
COSTS OR EXPENSES, INCLUDING WITHOUT LIMITATION, ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
LOST PROFITS OR REVENUE, LOSS OF USE, LOST BUSINESS OPPORTUNITIES OR LOSS OF
GOODWILL), OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF,
RELATING TO OR IN CONNECTION WITH THIS TERM SHEET OR THE USE OR PERFORMANCE
OF ANY EFP PRODUCTS (INCLUDING THE NANO MASKS), WHETHER SUCH LIABILITY
ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT EFP HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED
THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY
SPECIFIED IN THIS TERM SHEET IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
WEISE MAKES NO WARRANTIES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES,
REGARDING MERCHANTABILITY OF THE NANO MASKS AND FITNESS OF SUCH MASKS FOR
A PARTICULAR PURPOSE OR USE.

4. Total Liability: WEISE'S TOTAL LIABILITY TO EFP UNDER THIS TERM SHEET, FROM ALL
CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE
PAYMENTS ACTUALLY RECEIVED FROM EFP UNDER THIS TERM SHEET.

CCA'S TOTAL LIABILITY TO EFP UNDER THIS TERM SHEET, FROM ALL CAUSES OF ACTION
AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE PAYMENTS ACTUALLY
RECEIVED FROM EFP UNDER THIS TERM SHEET.
VI. General Provisions

1. Assignment: No party may not assign or transfer this Term Sheet, in whole or in part, by operation of law or
otherwise, without the prior written consent of Weise and EFP, and any attempt to assign or transfer this Term
Sheet, without such consent, will be null and of no effect. Subject to the foregoing, this Term Sheet will bind and
inure to the benefit of each party's permitted successors and assigns.

2. Governing Law,

          Venue:               This Term Sheet will be governed by and construed in
                               accordance with the laws of the State of Delaware,
                               excluding its conflict of laws principles. The parties
                               disclaim application of the United Nations
                               Convention on Contracts for the International Sale of Goods.
                               Any legal action or proceeding arising under
                               this Term Sheet will be brought exclusively in the federal or
                               state courts located in the Northern District
                               of California and the parties hereby irrevocably consent to
                               the personal jurisdiction and venue therein.

          3.   Nonexclusive:               Except as expressly set forth in this Term Sheet,
                                           the exercise by either party of any of its remedies
                                           under
                                           this Term Sheet will be without prejudice to its
                                           other remedies under this Term Sheet or otherwise.

                4. Notices: All notices, approvals, consents and other communications




required or permitted under this Term Sheet will be in writing and delivered by confirmed facsimile transmission,
by courier or overnight delivery service with written verification of receipt, or by registered or certified mail,
return receipt requested, postage prepaid, and, in each instance, will be deemed given upon receipt. All such
notices, approvals, consents and other communications will be sent to the addresses set forth below a party's
name or to such other address as may be specified by either party to the other party in accordance with this
Section.

          5.   Force Majeure:             No party will be responsible for any failure or
                                          delay in its performance under this Term Sheet
                                          (except for
                                          any payment obligations) due to causes beyond its
                                          reasonable control, including, but not limited to,
                                          labor
                                          disputes, strikes, lockouts, shortages of or
                                          inability to obtain energy, raw materials or
                                          supplies, war,
                                          terrorism, riot, or acts of God.

          6.   Relationship:              The parties are independent contractors and this
                                          Term Sheet will not establish any relationship
                                          of
                                          partnership, joint venture, employment, franchise
                                          or agency between the parties. Neither party will
                                          have
                                          the power to bind the other party or to incur any
                                          obligations on its behalf, without the other
                                          party's
                                          prior consent.

                7. Amendment: This Term Sheet may be amended, or any term or provision




hereof waived, with the written consent of Weise and EFP; provided that the amendment of Sections II(6) or III
(3), or the waiver of any provision in this Term Sheet which inures to the benefit of CCA shall also require the
written consent of CCA. The failure by either party to enforce any provision of this Term Sheet will not constitute
a waiver of future enforcement of that or any other provision.
8. Severability:If for any reason a court of competent jurisdiction finds any provision of this Term Sheet invalid or
unenforceable, that provision of the Term Sheet will be enforced to the maximum extent permissible and the other
provisions of this Term Sheet will remain in full force and effect.

9. Entire Agreement: This Term Sheet, including all exhibits hereto, constitutes the complete and exclusive
understanding and agreement between the parties regarding its subject matter and supercedes all prior or
contemporaneous agreements or understandings, whether written or oral, relating to its subject matter.

10. Counterparts: This Term Sheet may be executed in counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Term Sheet as of the Effective Date.

EMERGENCY FILTRATION PRODUCTS, INC.

                                     By: __\s\ Douglas Beplate___________
                                     Name: _Douglas Beplate____________
                                     Title: __President_________________




Address: ________________________


WEISE LABS, INC.

                                     By: _\s\ Louis P. Shu_______________
                                     Name: _Louis P. Shu_______________
                                     Title: _President__________________




Address: ________________________


With respect only to Sections II(6), III(2), III(3), III (4), IV, V(3) and VI,

CHAN, CHAMBERLAIN & ASSOCIATES, INC.

                                     By: _\s\ Lin L. Chan________________
                                     Name: _Lin L. Chan________________
                                     Title: __CEO_____________________




Address: ________________________


[Execution Page to Manufacturing and Distribution Binding Term Sheet]
Amended Contract for Assignment of Rights to BVM Bag Invention

                              AMENDED CONTRACT FOR ASSIGNMENT
                                        OF RIGHTS TO
                                     BVM BAG INVENTION

This Amended Contract for Assignment of Rights to a "BVM Bag" Invention Agreement hereinafter termed the
"Agreement," is executed this 23rd day of September 2003. The amended terms contained herein are considered
to be effective as of the date of the original agreement dated June 27, 2000, by and between David Scott Gray,
hereinafter termed the "Developer," who is an individual resident of California with his principal place of business
located at 147 West Spanish Moss Place, Camarillo, California 93010, and Emergency Filtration Products, Inc.,
hereinafter termed the "Company," which is a Nevada corporation with its principal place of business located at
175 Cassia Way, Suite A115, Henderson, NV 89014. This amendment memorializes a verbal agreement
between the Developer and the Company shortly after the date of the original agreement and amends the terms
therein per the provisions of paragraph 10.13 of the original agreement.

                                      GENERAL CONSIDERATIONS

A. Developer has developed a new and useful Portable Emergency Safety Resuscitator. This device, itself, is
designated the "BVM Bag," and the BVM Bag plus technology developed from the BVM Bag are designated the
"BVM Bag Invention." The BVM Bag is the subject of the United States patent no. 6.062.217 and United States
patent application serial no. 09.570.154.

B. Company originally desired to exploit commercially the BVM Bag Invention.

C. Developer desired to transfer its rights in the BVM Bag Invention to Company in order to facilitate the
commercial manufacturing and marketing of commercial products involving the BVM Bag Invention.

                                       BASIS FOR REVISED TERMS

A. Since an extensive period of time has now elapsed since the date of the original agreement and the "BVM
Bag" technology has not yet been fully developed and made ready for market, the parties agree that the original
compensation to the Developer of 120,000 shares of restricted common stock as described in paragraph 3.01 to
be reduced to 20,000 shares. The Company, at the time of the original agreement, issued 20,000 shares of
restricted common stock to the Developer and the remaining 100,000 shares were not issued. Per a verbal
agreement between the parties subsequent to the date of the original agreement, the remaining 100,000 shares
would be issued once the products associated with the "BVM Bag" technology were fully developed and ready
for market, along with the additional 50,000 shares called for in paragraph 3.02 of the original agreement, for a
total of 150,000 additional shares. This verbal amendment was not reduced to writing although the parties acted
as if the terms were amended. The written amendments below are to document that both parties agree that the
Company does not currently have any obligation to issue the remaining 150,000 shares of restricted common
stock until the technology is completed and the products are ready for market.

B. Since the original agreement, the Developer has been responsible for any additional costs and time spent
associated with the additional testing and development of the "BVM Bag" technology. The Company and the
Developer agree that these costs and time spent are the full responsibility of the Developer and that the Company
does not have any obligation or liability associated with these costs or any further compensation to the Developer
until the technology is completed.

C. Since the original agreement, the Company has eliminated outstanding options which were to be included in
the compensation to Developer, and Developer has agreed with such elimination.
The following amendments replace the like-numbered provisions in the original agreement. Paragraph references
in the amendments refer to the numbers in the original agreement.

                                               AMENDMENTS
                                                ARTICLE III
                                                Compensation

3.01 Initial Stock Payment. Upon execution of this Agreement and the Assignment required by Paragraph 1.01
above [original agreement], Developer shall receive twenty thousand shares of restricted stock in Company.

3.02 Additional Stock. Once the "BVM Bag" technology is completed and the products associated with this
technology are ready for market, Company will convey to Developer one hundred and fifty thousand shares of
restricted stock in the Company. Developer's rights to such shares shall automatically vest upon any change of
ownership covered by Paragraph 3.05 [original agreement].

3.03 Deleted in its entirety.

All other provisions of the original agreement are to remain unchanged.

IN WITNESS WHEREOF, Developer and Company have caused these amendments to be signed by their duly
authorized representatives on the dates indicated.

                                                DEVELOPER:

                                           DAVID SCOTT GRAY

                                             \S\ David Scott Gray
                                             Date: 09/23/03

                                             COMPANY:




                                EMERGENCY FILTRATION PRODUCTS, INC.

                       ATTEST:                                            \S\ Doug Beplate
                       \S\ Wendy Harper                                   President
                                                                          Date: 09/23/03
                           Revised Term Sheet

Issuer:             Emergency Filtration Products (OTC BB: EMFP)

Securities:         Authorized but unregistered common stock priced at $.18 per
                    share plus one three year, non callable warrant for every
                    dollar invested exercisable at $0.25. The warrant will be
                    registered with the above issued common stock.

Registration:       Promptly, but no later than thirty (30) days from the
                    closing date, the Issuer shall file a registration statement
                    with the United States Securities & Exchange Commission
                    ("SEC") and use its best efforts to ensure that such
                    registration statement is declared effective within 90 days
                    from the filing date. In the event the registration
                    statement is not declared effective within 90 days, the
                    Issuer's registration obligation is deemed in default. As a
                    result, the Issuer shall pay to the Investor(s) a cash
                    amount, within 3 business days for every 30 day period
                    starting from the 91st day from closing until such default
                    is cured, equal to 2% of the outstanding principal amount of
                    investment per month, as liquidated damages, and not as
                    penalty. The Issuer shall keep the registration statement
                    "evergreen" for at least 2 years from the anniversary date
                    from the closing.

Placement           Fees: Issuer agrees to pay placement agent a placement fee
                    of 10% plus a non accountable charge of 3% of the gross
                    proceeds raised payable in cash directly from escrow.
                    Furthermore, for every dollar of the gross proceeds raised
                    Joseph Stevens & Co. will receive one 3 year non callable
                    warrant exercisable at $0.25.

No                  Undercut: Within 180 days from the date that the investor(s)
                    may legally sell the stock in the open market, if Issuer
                    issues additional common stock or convertible instrument
                    with the potential for the common stock priced below the
                    average closing price of this placement, additional shares
                    to make up the difference shall be automatically issued to
                    investor(s) at no further cost to investor(s).

Look Back Clause: Non-applicable

Date: December 31, 2003                            Date: December 31, 2003
      -----------------

Signed \s\Douglas K. Beplate                       Signed: \s\Joseph Sabora
       ---------------------

Name in Print   Douglas K. Beplate                Name in Print Joseph Sabora
                ------------------                              -------------

Position:   President, Emergency            Position: CEO, Joseph Stevens & Co.
            Filtration Products                       -------------------------
            --------------------
23.2 Consent of PricewaterhouseCoopers LLP

                           CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form SB-2 of our report dated March 17, 2003,
except for Note 1: Correction of an Error, as to which the date is October 20, 2003, relating to the financial
statements of Emergency Filtration Products, Inc. (the "Company"), which appear in such Registration Statement.
We also consent to the reference to us under the heading "Experts" in such Registration Statement.

                                      /s/ PricewaterhouseCoopers LLP
                                      ______________________________
                                          PricewaterhouseCoopers LLP



                                      Las Vegas, Nevada
                                      February 5, 2004