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                                                                   Exhibit 10.19

                      AMENDMENT NO. 2 TO ROYALTY AGREEMENT
                      ------------------------------------


         This AMENDMENT NO. 2 TO ROYALTY AGREEMENT ("Amendment") is entered into
as of October 29, 2002 by and between MED ENCLOSURES, LLC, a Nevada limited
liability company ("MEL"), and ROD A. SHIPMAN, an individual ("Shipman"), with
reference to the following facts and on the following terms and conditions:

                                  R E C I T A L
                                  -------------

         A. The parties hereto have previously entered into that certain Royalty
Agreement dated July 28, 2000, as amended by that certain Amendment No. 1 to
Royalty Agreement dated July 13, 2001 (together, the "Royalty Agreement").

         B. The parties hereto desire to amend the Royalty Agreement to increase
the percentage royalty due thereunder.

                                A G R E E M E N T
                                -----------------

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

         1. Section 1 of the Royalty Agreement is hereby amended by deleting it
in its entirety and replacing it with the following new Section 1:

         "1. ROYALTY PAYMENT. MEL shall pay Shipman, or his assigns, the
following:

                  (a) a royalty equal to 2.5% of the Net Sales (as defined
herein) of MEL from the sale of any product that would, except for this
agreement, infringe a claim in the First Myers Patent, either directly or
contributorily, or which would induce infringement of the First Myers Patent.
For purposes of this Section 1(a), the term "First Myers Patent" shall refer to
the U.S. Patent No. 5,486,195.

                  (b) a royalty equal to 2.5% of the Net Sales of MEL from the
sale of any product that would, except for this agreement, infringe a claim in
the Second Myers Patent, either directly or contributorily, or which would
induce infringement of the Second Myers Patent. For purposes of this Section
1(b), the term "Second Myers Patent" shall refer to the U.S. Patent No.
5,941,897.

                  (c) a royalty equal to 2.5% of the Net Sales of MEL from the
sale of any product that would, except for this agreement, infringe a claim in
the Third Myers Patent, either directly or contributorily, or which would induce
infringement of the Third Myers Patent. For purposes of this Section 1(c), the
term "Third Myers Patent" shall refer to the U.S. Patent No. 5,725,551.

                  (d) For purposes of this Agreement, the term "Net Sales" shall
mean gross receipts actually collected by MEL less deductions for any and all
allowances given such as advertising, return allowance, quantity and cash
discounts and all sales and excise taxes, duties, transport and handling charges
actually paid out."

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         2. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         3. Except as set forth in this Amendment, all other provisions of the
Royalty Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                                MED ENCLOSURES, LLC,
                                A NEVADA LIMITED LIABILITY COMPANY

                                By:  CPC of America, Inc., a Nevada corporation,
                                     Its Manager



                                     By:      /S/ ROD A. SHIPMAN
                                          --------------------------------
                                              Rod A. Shipman, President



                                SHIPMAN


                                    /S/ ROD A. SHIPMAN
                                   ----------------------
                                        ROD A. SHIPMAN


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