RENEWAL AND AMENDMENTS TO

                                One Time Program

                          INVESTMENT BANKING AGREEMENT



       THIS RENEWAL OF AND AMENDMENT TO THE  INVESTMENT  BANKING  AGREEMENT made
this ______ day of __________, 2001 by and between:

       GIVIGEST FIDUCIARIA  SA
       Corso Elvezia 4,
       CH-6901 Lugano, Switzerland
       a Swiss Corporation (hereinafter referred to as "GIVIGEST"), and;

       AIR PACKAGING TECHNOLOGIES, INC.
       25260 Rye Canyon Road,
       Valencia, California, USA
       (hereinafter referred to as "COMPANY");


 collectively GIVIGEST and COMPANY hereinafter referred to as "THE PARTIES".

                                   WITNESSETH:

       WHEREAS,  GIVIGEST  is  an  investment  banking,  financial,   management
consulting and strategic  planning firm, with expertise in the  dissemination of
information about publicly traded companies, and is in the business of providing
investor  relations  services and other related  program  services and products;
and,

       WHEREAS,  COMPANY is publicly held with its common stock trading Over the
Counter (OTC) under the ticker symbol "AIRP", and

       WHEREAS,  THE PARTIES did enter into an Investment  Banking  Agreement on
March 27,  2000 and did modify  said  agreement  be  adopting of a Term Sheet on
August 22, 2000 (hereinafter collectively referred to as "2000 IBA"), and

       WHEREAS,  THE  PARTIES  desire to renew  said  2000 IBA and make  certain
amendments thereto, and

       THEREFORE,  in consideration of the mutual covenants contained herein, it
is agreed as follow:

1.     One year Renewal of Investment Banking Agreement

       THE PARTIES  hereby  agree to the renewal of the 2000 IBA for a period of
one year to begin April 1, 2001 (hereinafter referred to as "2001 IBA").


2.     Incorporation of Terms

THE PARTIES  hereby agree that all of the terms and  conditions  of the 2000 IBA
shall remain in full force and effect for the renewal  period,  except as may be
amended or modified  herein,  and except that addendum "A" shall apply solely to
the 2000 IBA.


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3. Amendments and Modifications

The  PARTIES  hereby  agree that  Addendum  "B"  attached  hereto  contains  the
amendments and modifications to the 2000 IBA and that all references in the 2000
IBA to Addendum "A" shall mean Addendum "B" when applied to the 2001 IBA.


For and in behalf of:                      For and in behalf of:

COMPANY                                    GIVIGEST

AIR PACKAGING TECHNOLOGIES, INC.           GIVIGEST FIDUCIARIA  SA

a US Company                               a Swiss Company

By _______________________              By ______________________
   Donald M. Ochacher                      Claudio Gianascio
   President                               President



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<PAGE>


                             GIVIGEST FIDUCIARIA SA
                          INVESTMENT BANKING AGREEMENT

                                  Addendum "B"

A.     SPECIFIC  SERVICES

1 Act as an  investor  relations  contact  in  Europe,  such  information  as is
approved by COMPANY,  responding  to  shareholders  requests,  and  coordinating
shareholder  communication with COMPANY. One of GIVIGEST's  representatives will
be in charge of answering a dedicated telephone line and dedicated email address
and coordinate with COMPANY all  shareholders'  questions by telephone,  fax, or
email.

2  Coordinate  with and  advise  COMPANY  on the  appointment  of an  additional
European  investor   relations  advisor  and  an  additional  US  advisor,   all
compensation of which are to be negotiated and paid by COMPANY.

3 Coordinate the preparation of research  reports on COMPANY and its activities.
All costs for printing and mailing will be pre-approved and paid for by COMPANY.

4 Continue to introduce  COMPANY to institutional  investors that would indicate
an interest in COMPANY's business and activities.  At COMPANY's request, or when
it is deemed  appropriate,  GIVIGEST will organize  one-on-one  presentations or
road shows to introduce  COMPANY to the European  financial  community.  COMPANY
will pre-approve and pay for all costs, including travel, accommodations,  space
rental, and materials supplied during the presentations.

5  Evaluate  and  negotiate  alternative  listings  of  the COMPANY's stock.

6 Continue to introduce  COMPANY to additional market makers and brokerage firms
to broaden its base of investors.

7 Continue  to  introduce  COMPANY  to  individuals  who would  have  education,
talents, or business experience that could bring additional breadth to the Board
of Directors.

8  Makes  a firm  commitment  to  raise  $1,250,000  in  additional  capital  or
convertible  debt  within  3  months  from  the  effectiveness  of this  renewal
(hereinafer  referred  to as  "FIXED  COMMITMENT")  and to raise  an  additional
$1,250,000  on a best  efforts  basis,  as  needed,  during  the  twelve  months
following  the  effective  date  (hereinafter   referred  to  as  "BEST  EFFORTS
COMMITMENT"). The exact terms of both commitments as to pricing, form, etc. will
be fixed  according to market  conditions and will be agreed upon by THE PARTIES
in each instant case.

B. COMPENSATION

1 All  expenses  incurred  by  GIVIGEST  which  have  been  pre-approved  by the
President of COMPANY, including but not limited to stationery, printing, travel,
accommodations, and related business meals

2 A monthly  retainer  of $7,500  payable,  in  advance,  by the last day of the
previous month beginning March 31, 2001.

3 250,000  warrants to purchase the common  stock of COMPANY  upon  execution of
this renewal  agreement.  Each warrant shall entitle the holder to purchaser one
share of the  common  stock of  COMPANY at the  closing  Bid price of  COMPANY'S
common  stock on March 23,  2001 for a period of three years from the ending day
of the month in which this agreement is executed.


4 250,000  additional  warrants  on the same terms as B(3) above on the basis of
one warrant for every $10 raised pursuant to A(8) above.

5 A Finder's  fee equal to ten  percent  (10%) of all funds  raised on behalf of
COMPANY by GIVIGEST during the term of this  agreement.  Funds raised is defined
as funds received by the Company through the efforts of Givigest including,  but
not limited to,  convertible  debt,  equity,  and exercise of warrants issued in
conjunction with present, past, or future financings arranged by Givigest.

6 As additional  consideration,  GIVIGEST  will have the following  registration
rights:

          i. In the  event  that  COMPANY  shall  file,  at any  time any of the
     warrants are outstanding,  a registration  statement under which the issued
     shares and the shares  underlying  the above  warrants could be registered,
     the  COMPANY,  upon the request of  GIVIGEST,  will use its best efforts to
     include the same under said registration statement.

          ii. In addition, GIVIGEST shall have the one time right to request the
     registration  of the shares  underlying the above warrants and COMPANY will
     use its best efforts to secure said registration.

          iii. In the case of any such  registration  filed by the COMPANY under
     either i or ii above,  COMPANY shall use its best efforts to maintain it in
     an effective  status for a minimum of one year from the  effective  date of
     the registration

For  and  in  behalf  of:                       For  and  in  behalf  of:

COMPANY                                         GIVIGEST

AIR  PACKAGING  TECHNOLOGIES,  INC.             GIVIGEST  FIDUCIARIA  SA
a  US  Company                                  a  Swiss  Company

By___________________________                By _______________________
Donald  M.  Ochacher                            Claudio  Gianascio
President                                       President