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Exhibit 10.9 Superstat Distribution Agreement Distributor Agreement - NANO MASK, - 2-6-2004

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Exhibit 10.9      Superstat Distribution Agreement Distributor Agreement - NANO MASK,  - 2-6-2004 Powered By Docstoc
					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