PRIVATE LABEL PURCHASE AGREEMENT

This  Agreement  contains  the entire  agreement  between  MINNESOTA  MINING AND
MANUFACTURING COMPANY on behalf of the Stationery Products Division (3M), having
its  principal  offices at 3M Center,  St.  Paul  Minnesota,  and AIR  PACKAGING
TECHNOLOGIES  INCORPORATED  (APTI), a Delaware  corporation,  with its principal
offices at 25620 Rye Canyon Road, Valencia, California 91355-1164.

1.       Purpose

APTI manufactures and sells inflatable  packaging products.  3M is interested in
purchasing  some of these products from APTI on a private label basis for resale
throughout the world under the terms and conditions set forth in this Agreement.
APTI is  willing  to sell  the  desired  products  to 3M  under  the  terms  and
conditions set forth in this Agreement.

2.       Products To Be Sold;  Restrictions; New Products

     2.1 APTI  agrees to sell to 3M and 3M  agrees to buy from APTI the  private
label inflatable  packaging products which are described in the attached Exhibit
A  (PRODUCTS).  Specifications  of the  PRODUCTS  will be agreed to between  the
parties and delivered to APTI prior to the commencement of this Agreement.  APTI
must not change PRODUCTS without the prior written consent of 3M. If APTI wishes
to change a PRODUCT,  then APTI will provide 3M with a written request to change
the PRODUCT,  including a description of the proposed  change and whether or not
the change  would  affect  the price of the  PRODUCT.  3M agrees to inform  APTI
concerning  whether or not 3M is willing to consent to the change  within ninety
(90) days after receipt of the request.

     2.2 a. APTI grants 3M, its  subsidiaries and affiliates the exclusive right
to distribute,  sell or otherwise dispose of in the retail market throughout the
world all PRODUCTS  listed in section A of Exhibit A. The retail market includes
selling directly and indirectly to consumers and small businesses.  3M will have
the exclusive right to sell to mass merchants,  warehouse  clubs,  office supply
catalogs,  drug stores,  variety stores,  grocery stores,  hardware stores, home
centers, bookstores,  office superstores,  retail mailing centers (e.g. Mail Box
Etc.) and any other type of account that sells  products to consumers  and small
businesses. APTI also grants Sumitomo/3M, 3M's affiliate in Japan, the exclusive
right to sell or otherwise  dispose of all  PRODUCTS in Japan.  APTI also grants
3M, its subsidiaries and other affiliates the non-exclusive right to distribute,
sell or  otherwise  dispose of all  PRODUCTS  throughout  the world in all other
markets.

     b. APTI  understands that many accounts that sell to the retail market also
sell into other  markets.  APTI  agrees that 3M will not be  obligated  to limit
where accounts resell PRODUCTS.

     c. APTI agrees that APTI will not knowingly and intentionally sell PRODUCTS
to any third party for resale into the retail market or for resale into Japan as
long as 3M's exclusive rights exist. If APTI subsequently learns that a customer
is selling  PRODUCTS  into the retail  market or into Japan then APTI  agrees to
immediately cease selling PRODUCTS to the customer.

     2.3 a. 3m will not be  required  to  purchase  any  specified  quantity  of
PRODUCTS from APTI during the Agreement term.

     b. On or before  December 1st of 2001 and  December 1st of each  subsequent
calendar  year during the  Agreement  term, 3M will present to APTI) a marketing
plan which  explains  the  actions  that 3M will take to market  Products in the
retail market  throughout  the world and 2) a marketing  plan which explains the
actions 3M will take to market Products in Japan. APTI will review each plan and
notify 3M in  writing  within  two weeks  after  receiving  3M's plain that APTI
accepts the plan as written or APTI wishes to discuss the plan. If APTI notifies
3M that a plan is  accepted,  then 3M's  exclusivity  with respect to the retail
market  throughout  the  world  and 3M's  exclusivity  with  respect  to  Japan,
whichever is  applicable,  will continue  during the next calendar year. If APTI
notifies 3M that APTI wishes to discuss the plan,  then the parties will meet to
discuss the plan.  If the  parties  are not able to agree upon a marketing  plan
that is  acceptable  to APTI,  then 3M's  exclusive  right for the retail market
throughout  the world or Japan,  whichever  is  applicable,  will  convert  to a
nonexclusive right effective as of the date APTI notifies 3M in writing that the
parties  were unable to agree upon a marketing  plan  acceptable  to APTI.  APTI
agrees that it will not  unreasonably  withhold its acceptable of a 3M marketing
plan.  If 3M loses  exclusivity  for the retail market  throughout  the world or
Japan  during  the  Agreement  term,  then 3M will not be  obligated  to share a
marketing plan with respect to the applicable market following December 1st.

     2.4 a. APTI  agrees to offer 3M the right to  purchase  all new  inflatable
packaging products which APTI develops or obtains the right to sell from a third
party. If 3M notifies APTI that 3M wishes to add a new product to the Agreement,
then the parties will execute an amendment  adding the new product to Exhibit A.
The initial price of the new product will no exceed APTI's  manufacturing  costs
times 1.5.  The  initial  price  will be firm until the end of the twelve  month
period  during  which the new  product  is added to the  Agreement.  After  this
initial period, the price will be subject to change as proved in section 3.2 b.

     b. If 3M  declines  to  purchase  a new  product  offered  by APTI and APTI
subsequently  decides to offer the new  product at a price  lower than the price
offered  to 3M,  then  APTI  agrees  to give 3M the  opportunity  to buy the new
product at the reduced price before offering the lower price to any third party.


3.       Product Prices:  Terms:  Price Protection

     3.1 a. APTI agrees to initially sell PRODUCTS to 3M at the prices listed in
the Price Schedule  attached as Exhibit A. The prices are F.O.B APTI's Valencia,
California facility delivered to a carrier specified by 3M.

     b. APTI and 3M will meet to agree upon the process  which will apply to all
other  products which APTI makes and which 3M wishes to buy after this Agreement
has been  executed.  Once 3m and APTI  agree  upon the  price  for a  particular
product,  the product will be added to Exhibit A in the  appropriate  section by
both parties executing a written amendment to this Agreement.

<PAGE>

     3.2 a. APTI agrees that the prices  listed in Exhibit A are firm during the
first twelve months of the Agreement term.

     b. At the  beginning of each new twelve month period  during the  Agreement
term the  parties  will meet to review the  pricing.  No  overhead or labor cost
increases  will be passed on to 3M.  APTI will  offset  any such cost  increases
through continuous improvements within APTI's operations.  If the process of the
raw materials used to manufacture  each PRODUCT and the packaging  supplies used
to package the PRODUCT have  increased or decreased  during the previous  twelve
months of the Agreement  term by an amount equal to at least 3% of the total raw
material and packaging  supplies  costs related to a PRODUCT,  then the price of
the  affected  PRODUCT  will be  increased or decreased at the end of the twelve
month  period by the  amount of the raw  material  and  packaging  supply  price
increase or decrease  applicable to the PRODUCT effective as of the first day of
the new twelve month period. The adjusted prices will be firm for the new twelve
month period.

     c. The amount of the raw material and  packaging  supply price  increase or
decrease  applicable  to each PRODUCT will be calculated by taking the prices of
each raw  material  and  packaging  supply paid by APTI on the first day of each
month during the  preceding  twelve  months (or the amount paid in the last bill
prior to the first day of the month) and  calculating  an  average  price.  This
average  price  will be  compared  to the  price of the each  raw  material  and
packaging  supply that APTI paid during the first month of the  previous  twelve
month period. A weighted average  calculation will be made to determine  whether
or not APTI's total cost of raw materials  and packaging  supplies for a PRODUCT
has  increased  or  decreased by an amount equal to at least 3% of the total raw
material and packaging supplies costs related to a PRODUCT.

     3.3 If APTI sells a PRODUCT at a lower price to any third party,  then APTI
agrees to promptly reduce 3M's price and allow 3M to continue paying the reduced
price as long as APTI is selling  the  PRODUCT at the  reduced  price to a third
party. Exhibit A will be amended to reflect the reduced price.

     3.4  Payment  terms are 2% 10 days net 40 days from the date 3M  receives a
complete  and correct  monthly  summary  invoice.  At the end of each month APTI
shall send 3M a monthly  summary  invoice  including  all  shipments  of ordered
PRODUCTS made during the month. If 3M's purchase order or purchase order release
contains  invoicing  instructions,   then  APTI  agrees  to  comply  with  those
instructions.  Payment of any  invoice  will not  constitute  acceptance  of the
applicable  PRODUCTS.  Invoices  will  be  subject  to  adjustment  for  errors,
shortages,  detects  in goods  or  services,  a  PRODUCT's  non-compliance  with
specification,  or other  failure  of APTI to meet its  requirements  under this
Agreement.


4.       Forecasts: Orders: Shipments: Packaging

     4.1 3M will order PRODUCTS  either by a) issuing a specific  purchase order
listing an ordered  quantity or b) by issuing a blanket purchase order listing a
forecasted  quantity which 3M estimates is the maximum quantity 3M will purchase
for each PRODUCT and then order  PRODUCTS using  purchase  order  releases.  All
blanket purchase orders are for planning  purposes only and are not a commitment
to purchase the estimated  quantities of PRODUCTS listed in the blanket purchase
order.  If any purchase order or blanket  purchase order issued pursuant to this
Agreement contains any specific provision inconsistent with this Agreement, then
this Agreement will govern and the inconsistent  provision of the purchase order
will be applicable only so far as it is not inconsistent with this Agreement.
<PAGE>

     4.2 During the term of this Agreement, APTI will accept all purchase orders
and all purchase order releases for PRODUCTS  tendered by 3m that conform to the
terms of the Agreement.

     4.3 a. 3M will provide APTI monthly with a six month rolling forecast.  The
qualities  listed  for  the  first  month  of each  forecast  are  firm  and the
quantities listed for the last five months are a nonbonding estimate.

     b. If any six month  forecast  includes a forecast  quantity for one of the
months  after the first month for a given  PRODUCT  which is at least 50% higher
than the average  monthly  forecast  quantity for the previous  three months and
this higher monthly forecast quantity requires APTI to increase its inventory of
a raw material or  packaging  supply that APTI would need to make the PRODUCT in
order to be able to meet the delivery  requirements  of section  4.4,  then APTI
will notify 3M that APTI needs to increase its  inventory of the raw material or
packaging  supply.  If 3M instructs  APTI to increase  its  inventory of the raw
material or packaging supply, then 3M will be required to reimburse APTI for the
cost of such additional inventory if 3M doesn't subsequently  purchase enough of
the PRODUCT to use up the additional  inventory  within twelve months after APTI
purchases the additional inventory.

     4.4 The  quantities of PRODUCTS  ordered in a purchase  order or a purchase
order release which are consistent  with 3M's forecast will be made available by
APTI for pickup by 3M's carrier within 10 days after receipt of a purchase order
or a purchase  order release.  If 3M orders more than the  forecasted  quantity,
then APTI agrees to make a good faith  effort to deliver  the excess  quantities
within 30 days after receipt of the purchase  order or a purchase order release.
APTI  will  inform 3M when the  ordered  quantity  is ready  for  pickup by 3M's
designated  carrier.  If the purchase order or purchase  order release  contains
shipping or  identification  instructions,  then APTI agrees to comply with such
instructions.

     4.5 APTI agrees to keep in stock at all times a quantity  of each  IPRODUCT
equal to 50% of the current monthly forecast.

     4.6 All orders will be sent to the following address:

                  Air Packaging Technologies  Incorporated
                  25620 Rye Canyon Road
                  Valencia,  California 91355-1164
                  Attention  __________________  Fax No. ___________________
<PAGE>

     4.7 APTI shall bulk package  PRODUCTS,  at APTI's sole cost, in conformance
with the  Packaging  Specifications  agreed  to by the  parties.  The  packaging
keyline art will be supplied by 3M.

     4.8 3M has the option of converting ordering to Electronic Data Interchange
(EDI) and converting  payment to Electronic  Funds Transfer (EFT)  technology at
any time during the Agreement  term on sixty (60) days prior  written  notice to
APTI. If 3M exercises  this option,  then APTI agrees to provide,  at no cost to
3M, the necessary  electronic data interface to allow for the  implementation of
such technology.

     4.9 THE PARTIES AGREE THAT TIME AND THE RATE OF DELIVERY ARE OF THE ESSENCE
FOR ALL PURCHASE  ORDERS AND  PURCHASE  ORDER  RELEASES  PLACED BY 3M UNDER THIS
AGREEMENT.

5.       Warranty and Limitation of Remedies

     5.1 APTI warrants each PRODUCT will be merchantable and will conform to the
agreed upon product and packaging  specifications  for a period of one year from
the  date the  PRODUCT  is  purchased  by a user.  Acceptance  of  delivery  and
inspection  of any  PRODUCTS by 3M will not waive any  warranties  made by APTI.
APTI understands that 3M has relied upon al of these warranties in entering into
this Agreement.


     5.2 As the sole remedy to 3M for breach of the foregoing  warranties,  APTI
agrees to replace,  without charge to 3M or its customer,  any PRODUCT proved to
be defective  within the warranty period or to refund 3M's purchase  price.  The
parties will agree upon the remedy  which will be provided  each time there is a
breach. If the parties can't agree, then APTI will refund 3M's purchase price.

     5.3 APTI will have the right to evaluate and confirm all alleged defects in
the specified  PRODUCT.  3M shall return allegedly  defective PRODUCT to APTI at
the  address  listed on page 1 at APTI's  cost for  evaluation  by APTI,  unless
instructed  otherwise  by APTI.  APTI  shall  promptly  evaluate  the  allegedly
defective  PRODUCT  submitted  by 3M  and  communicated  the  result  of  APTI's
evaluation to 3 M within fourteen (14) days after receipt.

6.       Trademarks

     6.1 PRODUCTS  packaging will bear such trademarks of 3M as 3M shall direct.
APTI's  use of  3M's  trademarks  will be  limited  to the  PRODUCTS  sold to 3M
pursuant to this Agreement.

     6.2 APTI acknowledges that the "3M" corporate symbol trademark and other 3M
trademarks which may be used on PRODUCTS packaging,  and the goodwill associated
therewith,  are valid throughout the world and are the exclusive  property of 3M
and the use of those trademarks on PRODUCTS packaging,  and the goodwill created
inures  to the  benefit  of 3M.  APTI  will not  claim  any  rights  in the "3M"
corporate  symbol  trademark or the type style, or other 3M trademarks  which 3M
may use on  PRODUCTS  packaging,  or put in issue  either the  validity of those
trademarks or the ownership by 3M of those trademarks.
<PAGE>

     6.3 Upon cancellation or termination of this Agreement,  APTI shall not use
the  "3M"  corporate  symbol  trademark,  or the  type  style,  or the  other 3M
trademarks  which 3M may use on  PRODUCTS  packaging  or any  other  confusingly
similar marks.

7.       Term: Termination

     7.1 The term of this  Agreement  will  commence  on  September  1, 2000 and
continue  until 3M  terminates  the  Agreement by giving APTI written  notice at
least 90 days before the desired termination date.

     7.2  Notwithstanding   the  foregoing  language,   this  Agreement  may  be
terminated on proper  written  notice by either of the parties in the event of a
material  breach by the other  party of its  obligations  under this  Agreement.
Either of the parties  intending to terminate the  Agreement  under this section
shall give written  notice of its  intention to do so to the other party stating
its rational and giving a detailed  description  of the cause.  The party giving
notice shall grant the other party a reasonable  period of time (but in no event
more than  thirty  (30) days) to remedy the cause for  termination.  During this
grace period,  the parties shall make a good-faith  effort to assist one another
in the remedying of any problems  surrounding  this Agreement.  If the cause for
termination is remedied within the grace period, then this Agreement will remain
in full force and effect.

     7.3  Termination of this Agreement will not terminate any  obligations  set
forth in this Agreement which are incurred prior to such termination.

8.       Confidential Information

     8.1 APTI  acknowledges  that  during the  Agreement  term APTI may  receive
confidential information related to the subject matter of this agreement from 3M
including, but not limited to, product specifications,  customer information and
sales information. APTI specifically acknowledges the fact that 3M is purchasing
PRODUCTS  from  APTI  and  the  terms  and  conditions  of  this  Agreement  are
confidential information. Except as required by law, APTI agrees that during the
term of this Agreement and for three (3) years after the term of this Agreement,
APTI shall keep secret all such 3M  confidential  information and shall use such
care  as  APTI  uses  in  maintaining  the  confidentiality  of  is  own  secret
information,  but no less than a reasonable  degree of care. APTI shall use such
3M  confidential  information  only to the  extent,  for the  purpose and in the
course of performing APTI's obligations under this Agreement Notwithstanding the
foregoing,  APTI may disclose the fact that 3M is purchasing PRODUCTS from APTI,
the fact that 3M has entered into a purchase  agreement  with APTI and a summary
of the major terms of the Agreement to APTI's bank and investors.
<PAGE>


     8.2 The  obligations of  confidentiality  will not apply to the extent that
any such information:

     a.   Is known to APTI  prior to receipt of the same from 3M as shown by its
          written records; or

     b.   Is  disclosed  in  published   from  now  or  in  the  future  in  any
          publication, or

     c.   Is or becomes  available to APTI from any other source  without breach
          of agreement or violation of law; or

     d.   Is  independently  developed  by  APTI  as  evidenced  by its  written
          records, or

     e.   Is released in writing from the obligation of confidentiality by 3M.

9.       Regulatory Compliance

APTI represents that PRODUCTS have been manufactured and sold in compliance with
all  applicable  federal,  state,  and municipal  laws,  rules and  regulations,
including but not limited to those related to  environmental  concerns and waste
disposal.

10.      Inspection

     10.1 APTI shall execute at its factory a quality control inspection program
to ensure each lot of PRODUCTS  meets the agreed  upon  product  specifications.
APTI shall send 3M a copy of the inspection  results and retain samples whenever
requested  by 3M. 3M agrees it will not request  such  results and samples  more
than once a month.

     10.2 APTI agrees to allow 3M to enter APTI's  premises  and inspect  APTI's
manufacturing  operation  at any time to allow 3M to confirm that APTI is making
high quality PRODUCTS in compliance with all applicable government regulations.

11.      Notice

Any notice, report or communication required or permitted to be given under this
Agreement  will be in writing.  Notices  given will be sent by  facsimile or Air
Mail,  postage paid,  addressed as follows  unless  otherwise  specified in this
Agreement:

To 3M             Stationery Products Division
                  Minnesota Mining and Manufacturing Company
                  3M Center, Bldg 223-3NE-o7
                  St. Paul, Minnesota 55144
                  Attention: General Manager
<PAGE>


To APTI           Air Packaging Technologies Incorporated
                  25620 Rye Canyon Road
                  Valencia, California 91355-1164
                  Attention:  President

If either  party wishes to change the address  where  notice is to be sent,  the
party shall  promptly  communicate  the  desired  change in writing to the other
party.

12.      Right of First Refusal

     12.1 If APTI wishes to sell the assets of the business or the capital stock
of the  company,  then APTI agrees to give 3M written  notice of this desire and
the price at which APTI wishes to sell. 3M must give APTI written  notice within
15  days  from  receipt  of  APTI's  notice  indicating  whether  or  not 3 M is
interested in purchasing the assets or stock.  If 3m indicates it is interested,
then the parties will engage in good faith  negotiation to determine  whether or
not they can agree upon a purchase price and the conditions of purchase.  If the
parties can't agree within 30 days from the date APTI receives 3M's notice, then
APTI may offer the assets or stock to other parties  subject to the  limitations
listed below.

     12.2 If APTI  receives  a bona fide offer to sell or  otherwise  dispose of
substantially  all of the assets of the  business  or the  capital  stock of the
company and APTI decides it is willing to consider  such an offer,  3M must give
APTI  written  notice  within 15 days from receipt of APTI's  notice  indicating
whether  or not 3M is  interested  in  purchasing  the  assets or  stock.  If 3m
indicates  it is  interested,  then  the  parties  will  engage  in  good  faith
negotiation to determine whether or not they can agree upon a purchase price and
the  conditions of purchase.  If the parties can't agree within 30 days from the
date APTI receives  3M's notice,  then APTI may offer the assets or stock to the
other party who submitted the offer to APTI.

13.      Stock Warrants

APTI agrees to grant 3M four warrants, each to purchase 560,000 shares of APTI's
Common Stock.  The first of such  warrants  will entitle 3M to purchase  560,000
shares of APTI's Common Stock at a purchase  price of $.55,  said warrants to be
exercisable  immediately  and without  condition and to remain  exercisable  for
period of two and one-half years from the date of this  Agreement.  In addition,
APTI agrees to grant 3M three additional  warrants to purchase 560,000 shares of
APTI's  Common  Stock  (or a total of  1,680,000  shares)  such  warrants  to be
exercisable when the following product purchase  conditions will be met. At such
time as 3M has  purchased  from APTI  $2,000,000  of the PRODUCTS  within a time
period  of  twelve  months  or less,  the  first  of the  warrants  will  become
exercisable  on the first  day of the  following  month.  At such time as 3M has
purchased from APTI and additional  $2,000,000 of PRODUCTS  within a time period
of twelve months or less, the second of the warrants will become  exercisable on
the first day of the following month. At such time as 3M has purchased from APTI
$2,000,000 of PRODUCTS  within a time period of twelve months or less, the third
of the warrants will become exercisable on the first day of the following month.
In determining the  exercisability  of any warrant,  a PRODUCT  purchase will be
counted only once. The purchase price of each warrant will be the average of the
closing market price of APTI's common stock during the 45 days immediately prior
to the date on which each warrant becomes exercisable.  Each warrant will remain
exercisable  for a period of two and  one-half  years  from the date on which it
first becomes  exercisable.  The warrants are attached as Exhibits C, D, E and F
and  will be  issued  by APTI to 3M  within  10 days  after  this  Agreement  is
executed. The warrants will survive termination of this Agreement.

<PAGE>

14.      Force Majeure

If either  party is unable to  perform  its  obligations,  either in whole or in
part,  under this  Agreement  as a result of civil or military  authority,  war,
flood,  fire,  epidemic,  or other Act of God, or any other  condition  or cause
beyond  its  reasonable  control  not due to its fault or  negligence  (a "Force
Majeure") the affected  party will be excused from such  performance  during the
continuance  of any such  event to the  extent  that the party is  prevented  or
delayed  thereby.  If any APTI  delay is  caused  by  non-performance  of APTI's
subcontractor  or  supplier,  this will be a Force  Majeure only if the goods or
services  to be  furnished  by  such  entity  were  not  obtainable  from  other
source(s).  During any Force  Majeure  period,  APTI will allocate any available
goods for delivery in any manner that is fair and  reasonable,  consistent  with
the provisions of Section 2-615 of the Uniform Commercial Code.

15.      Assignment

This  Agreement,  any  rights  or  benefits  or  duties  hereunder  will  not be
assignable by either party without the prior written consent of the other party.

16.      Relationship of Parties

3M and APTI do not in any way or for any  purpose  intend to become  partners in
the  conduct of a business or  otherwise,  or joint  venturers,  or members of a
joint  enterprise  under  this  Agreement.  The  relationship  will  be  one  of
manufacturer  and purchaser.  Neither party will have any authority to obligate,
or to otherwise act as representative  of, or agent for, the other party for any
purpose,  and neither party will make any  representations or hold itself out as
having such authority.

17.      Partial Invalidity

In case of partial invalidity of this Agreement,  the rest of the Agreement will
remain in effect and will be enforced.
<PAGE>

18.      Dispute Resolution Procedures

     18.1 The parties agree to resolve any questions, claims or disputes arising
from or relating to this  Agreement or its  negotiations  or  termination by the
following sequence of dispute resolution  methods.  Except as otherwise provided
in Section 18.1 d below, these methods are exclusive and will be fully exhausted
before the commencement of any litigation.

     a. Negotiation. The parties shall attempt in good faith to resolve any such
questions,  claims, or disputes promptly by negotiations  between executives who
have  authority  to settle  the  matter  within  fifteen  (15) days of a party's
written request for a meeting, which will include a detailed written explanation
of the question, claim, or dispute and a proposed resolution.  Such negotiations
will be held at a mutually acceptable time and location, and as often thereafter
as the parties deem reasonably  necessary to exchange information and to attempt
to resolve  the matter as  provided  in Section  18.1 b below.  If an  executive
participating  in such  negotiations  intends to be  accompanied by an attorney,
then the other executive(s) will be given at least three (3) working days notice
of such intention and may also be accompanied by and attorney.  All negotiations
pursuant  to  this  Section  18.1 a are  confidential  and  will be  treated  as
compromise  and  settlement  negotiations  for purposes of the Federal  Rules of
Evidence  and state  rules of  evidence,  and each party will bear its own costs
incurred in connection with such negotiations.

     b. Mediation. If the question,  claim , or dispute has not been resolved by
negotiation  pursuant to Section 18.1 a above,  then the parties will attempt to
resolve the matter by non-binding mediation. Such mediation will be conducted at
a mutually  acceptable  time in a  mutually  accepted  location  using a neutral
mediator having experience with the industry in accordance with the rules of The
Center  for Public  Resources.  Mediation  pursuant  to this  Section  18.1 b is
confidential and will be treated as compromise  negotiations for purposes of the
Federal Rules of Evidence and state rules of evidence,  and each party will bear
its own costs incurred in and share equally the costs of such mediation.

     c.  Litigation.  If the parties  cannot  resolve the  question,  claim,  or
dispute as provided  above,  the, as a last  resort,  either  party may commence
litigation,  provide, however, that nay lawsuit filed by APTI against 3M must be
commenced  in a  federal  or state  court of  competent  jurisdiction  in Ramsey
County,  Minnesota and any lawsuit filed by 3m against APTI must be commenced in
t a federal or state court of competent  jurisdiction in the county where APTI's
principal office is located.

     d.  Equitable  Relief.  Nothing in this Section 18.1 will  preclude  either
party from taking any action necessary to prevent immediate and irreparable harm
to it.

     18.2 THE PARTIES  FURTHER HEREBY  CONSENT TO WAIVER OF ANY  CONSTITUTIONAL,
STATUTORY OR COMMON LAW RIGHT OF TRIAL BY JURY.

<PAGE>

19.      Choice of Forum

The  parties  agree  that  Minnesota  and  California  each  have a  substantial
relationship  to  this   transaction,   and  each  party  consents  to  personal
jurisdiction  in the courts  thereof,  consistent with Section 18. Any action or
suit  arising  from or  related  to this  Agreement  must only be brought by the
parties in any federal or state  court with  appropriate  jurisdiction  over the
subject matter established or sitting in the states of Minnesota or California.

20.      Nonwaiver: Modifications

     20.1  Failure  by  either  party  to  require  strict  performance  of this
Agreement shall not be a waiver of a party's right  subsequently to require such
strict performance.

     20.2 No change or  modification  of this  Agreement  will bind the  parties
unless it is in writing signed by their respective authorized representatives.

21.      License To Manufacture and Sell

     21.1 Upon the occurrence of any of the events specified as follows:

     a) if 3M is offered a  competitive  product at a lower price under  similar
terms and conditions that 3M and APTI agree has comparable  quality to a PRODUCT
and the  competitive  product does not infringe  APTI's patents and APTI doesn't
submit to 3M within thirty days for the date 3M notifies APTI of the lower price
a plan in which APTI agrees to lower its prices to meet the competitive price(s)
within ninety days from the date APTI received 3M's notice, or

     b) if APTI is unable to  consistently  meet its  delivery  obligations  for
PRODUCT as defined in Section 4.4 above during any three month period;

APTI agrees to execute the license agreement attached as Exhibit B conveying the
rights necessary for 3M to make, have made, sell and use the applicable  PRODUCT
if  requested  by 3M. 3M must make its request in writing to APTI within  ninety
(90) days after becoming  aware of the  occurrence of on of the  above-mentioned
events, including 3M's description of the event. APTI will have ten (10) days to
respond to 3M with APTI's  explanation  of why it does not believe that such and
event has occurred or to send 3M a copy of the license agreement signed by APTI.
IF APTI does not  believe  such an event has  occurred,  then the  parties  will
attempt to resolve the dispute by immediately moving to mediation as provided in
Section  18.1  b. If the  parties  are  unable  to  resolve  the  dispute  using
mediation, then either party may commence litigation as provided in Section 18.1
c. If the license  agreement  goes into effect,  then 3M may make itself or have
made by a third party the applicable  PRODUCT at the time the license  agreement
goes into effect or 3M may continue to buy some to the PRODUCT from APTI..

     21.2 a. If APTI executes the license agreement because of the occurrence of
the event described in Section 22.1 a) and subsequently  develops the capability
to make the applicable PRODUCT at a lower price and is willing to meet the lower
price of the competitive product, then

<PAGE>

APTI may give 3M written  notice that it is able and willing to sell the PRODUCT
to 3M at the lower price.

     b. If APTI executes the license  agreement because of the occurrence of the
event described in Section 21.1 b) and subsequently can prove to 3M's reasonable
satisfaction  that it has developed  the  capability  to  consistently  meet its
delivery  obligations,  then APTI may give 3M written notice that it is able and
willing to meet those delivery obligations.

After receipt of such written  notice from APTI under section  21.2.a or 21.2.b,
3M agrees to stop making or having made by a third party the applicable  PRODUCT
within three (3) months after receipt of APTI's notice and the license agreement
will be revoked no later than the end of the three  month  period.  3M will have
the right to sell and use all  quantities  of the  PRODUCT  made during the time
period the license was in effect.  It is agreed that this section will not apply
unless APTI  provides 3M with the required  written  notice  within  twelve (12)
months after the effective date of the license agreement.

     21.3 If the  license  agreement  is  executed,  the  license  agreement  is
subsequently  revoked as  provided  in Section  21.2 above and then the  license
agreement must be executed again because one of the events  described in section
21.1 occurs, it is agreed that section 21.2 will not apply again.

22.      Bailment of Stock: Work-In Process: Finished Products

     22.1 a. While this Agreement is in effect,  3M may provide to APTI the film
(BAILMENT STOCK) needed to manufacture the PRODUCTS. If 3M notifies APTI that 3M
wishes to provide the BAILMENT  STOCK,  then APTI will be responsible for making
timely  release  requests to ensure APTI's  inventory of BAILMENT STOCK does not
fall below the level necessary to provide timely delivery of PRODUCTS to 3M.

     b. APTI will visually  inspect all BAILMENT  STOCK received from 3M or 3M's
vendors using visual  standards  supplied by 3M. All BAILMENT  STOCK failing the
inspection  test will be held for  pickup by 3M. 3M will  arrange  for pickup of
failed  BAILMENT STOCK within fourteen (14) days after receipt of written notice
from APTI.

     22.2 a. APTI will keep  BAILMENT  STOCK at its  manufacturing  facility  or
warehouse  and will not relocate any BAILMENT  STOCK  without 3M's prior written
approval.

     b. APTI will use the BAILMENT STOCK only to perform work for 3M.

     c. APTI will keep the BAILMENT STOCK  segregated from any inventory of APTI
through the use of special labeling.

     d. APTI will store the BAILMENT STOCK in a dry storage area which will have
a temperature  of 60(degree)f -  180(degree)f  and a relative  humidity of 30% -
90%.


<PAGE>



     22.3 The BAILMENT STOCK,  work-in-process and finished PRODUCTS will remain
at all times 3M  property.  APTI will not pledge or mortgage any of the BAILMENT
STOCK,  work-in-process  or  finished  PRODUCTS.  APTI will not do or omit to do
anything which might  encumber or threaten to encumber 3M's ownership  rights in
the  BAILMENT  STOCK,  work-in-process  or  finished  PRODUCTS.  APTI  agrees to
execute,  upon request,  a UCC-1 Financing  Statement for filing by 3M to record
3M's ownership rights.

     22.4 a. If APTI's  waste of film during any month is higher than 10%,  then
APTI will  reimburse  3M for the excess waste at the excess waste charge of $.20
per square yard. The parties will review the waste percentage quarterly.

     b. Waste of BAILMENT  STOCK will be  calculated  by  subtracting  the total
square yards of finished  PRODUCTS produced during a month from the total square
yards of BAILMENT  STOCK used to produce  those  finished  PRODUCTS.  Production
quantities will be recorded by filling out the production  report provided by 3M
after each production run. APTI will also report monthly inventory  balances for
BAILMENT STOCK.  APTI will send the reports to 3M on the last day of each month.
APTI will also  submit a monthly  waste  report  using a  mutually  agreed  upon
format.

     c. Where  APTI can show that 1) waste is the direct  result of a failure of
BAILMENT  STOCK to meet 3M's  specifications  and 2) the  failure to comply with
3M's  specifications  is due to a defect  in the  BAILMENT  STOCK  which was not
discoverable by APTI through the use of reasonable  care, such waste will not be
counted when  calculating  APTI's actual waste  percentages  for the purposes of
this Section 22.4.

     d. At the end of each  month 3M will  calculate  the amount due to 3M under
Section  22.4.a above and send APTI a statement  showing the amount due. If APTI
owes 3M an amount,  then 3M will at its  option  either  deduct the amount  from
payments due to APTI or invoice APTI for the amount.  If 3M invoices APTI,  then
APTI  shall pay the  amount due within  thirty  (30) days  after  receiving  the
invoice.

     22.5 When this Agreement expires or terminates  (regardless of cause), APTI
will  immediately make available to 3M all BAILMENT STOCK and any other property
belonging to 3M and stored at APTI's premises or under APTI's  control.  If APTI
does not  immediately  make that property  available to 3M, then 3M may take all
action  permitted  by law to  immediately  recover the property and APTI will on
demand  reimburse 3M for all actual and reasonable costs 3M incurs in recovering
the  property  (including  reasonable  attorney's  fees and  other  expenses  of
litigation).

     22.6 APTI will dispose of BAILMENT STOCK waste by incineration or by burial
in a covered  landfill site in compliance with all applicable  local,  state and
federal laws and regulations.

     22.7 APTI has full risk of loss as to any BAILMENT STOCK on APTI's premises
or under  APTI's  control.  The  total  value of the  BAILMENT  STOCK  may reach
$150,000.00  and APTI will  insure the  BAILMENT  STOCK up to that value for all
times during which that  property is within APTI's  possession  or control.  The
policy


<PAGE>


must name 3M as an additional insured as 3M's interest may appear. The insurance
must be  primary  for 3M  regardless  of any  other  coverage  which 3M may have
available.

23.      Infringement of Third Party Rights

     23.1 APTI shall  indemnify,  defend and hold 3M harmless from any liability
for any injury,  loss, damage, cost or expense (including  reasonable  attorneys
fees)  caused  by or  resulting  from any third  party  claim,  action,  suit or
proceeding involving PRODUCTS,  which claim, action, suit or proceeding is based
on actual or alleged  infringement,  wrongful  use or  misappropriation  of such
third party's patent, trademark, copyright or trade secret rights by PRODUCT. 3M
shall give APTI notice of any such claim, action, suit or proceeding.

     23.2 APTI shall main in full force and  effect,  so long as this  Agreement
remains in effect and for three (3) years thereafter,  comprehensive general and
commercial liability insurance, including coverage for the liabilities expressed
in Section 25.1, waiving subrogation with combined single limits of no less than
four million dollars ($4,000,000).  Contemporaneously with the execution of this
Agreement, APTI shall deliver to 3M a certificate or certificates evidencing the
required  coverage  and  indicating  that  3M will  receive  written  notice  of
cancellation, non-renewal or of any material change in the coverage least thirty
days  prior to the  effective  date  thereof.  Insurance  shall be carried by an
insurer with a BEST rating of B+V or above.  Compliance  with Section 21.2 in no
way  limits  APTI's  indemnity  obligations,  except to the extent  that  APTI's
insurance company actually pays amounts which are owed.


24.      Entire Agreement

     This  Agreement  constitutes  the  entire  Agreement  between  the  parties
relating to the matters set forth herein and  supersedes  all prior  agreements,
whether  written  or oral,  and all other  communications  between  the  parties
relating to the subject matter of this Agreement.

The parties  have  confirmed  this  Agreement  by having  their duly  authorized
representatives  execute both copies of this  Agreement  in the spaces  provided
below. For reference  purposes the date of this Agreement will be the date it is
executed by 3M.

MINNESOTA MINING AND                        AIR PACKAGING TECHNOLOGIES
MANUFACTURING COMPANY                       INCORPORATED


By: /s/ Charles R. McCready                 By: /s/  Donald Ochacher.
  -----------------------------                --------------------------
  Charles R. McCready                        Print name:  Donald Ochacher
  General Manager                            Title:   President
  Stationery Products Division

Date: 8/8/00                                  Date: 8/3/2000
     ----------                                     ---------