EXHIBIT 10.33


[NUVIM LOGO]
 Richard P. Kundrat
 12 North State Route 17
 Paramus, NJ 07652
 (201) 556-1010


December 31, 2004


Spencer Trask Specialty Group LLC 
 535 Madison Avenue
 New York, NY 10022
 Attn: Kevin Kimberlin, Managing Member


Re:          Spencer Trask Specialty Group LLC Debt Extinguishment Transaction


Dear Sirs,


This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Kevin Kimberlin Partners L.P., Spencer Trask Specialty Group LLC, Spencer Trask Private Equity Fund I LP and Spencer Trask Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Spencer Trask”), and Stolle Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.


The term Debt and Equity Interests used herein refers to the following: 


               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Kevin Kimberlin Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.


               b. Outstanding Senior Subordinated Convertible Notes payable to Spencer Trask by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.


               c.  Warrants held by Spencer Trask to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.


               d.  Warrants held by Spencer Trask to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.


               e.  Warrants held by Spencer Trask to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.







               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Spencer Trask, after NuVim’s proposed 55 to 1 reverse stock split, and


               g.  Transactions particular to Spencer Trask Specialty Group LLC and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Subordinated Convertible Note(s) due and owing to Spencer Trask Specialty Group LLC, inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.


NOW, for other good and valuable consideration described below, Spencer Trask Specialty Group LLC agrees with respect to all Debt and Equity Interests applicable to Spencer Trask Specialty Group LLC as follows:

	
  
 
  	
  
1.
  	
  
To not   exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive   any anti-dilution or conversion price adjustments contained therein.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
To pay the   $2,500,000 principal balance and all accrued interest due thereon to the   Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on   behalf of NuVim, simultaneously with    the closing of the IPO.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.
  	
  
To cancel   the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid   interest thereon and default interest thereon through the Closing Date   simultaneously with the closing of the IPO.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.
  	
  
To accept 235,182   shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse stock   split, in consideration paragraphs 1 through 3 inclusive, and to cancel all   outstanding warrants described in this letter agreement or its attachments.
  




It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Spencer Trask entity or to Donald F. Farley as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.


It is expressly agreed and acknowledged that Spencer Trask Specialty Group LLC’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Paulson Investment Company, Inc. 


Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to John Murphy, Esq. at (650) 323-1108.


2







          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.


Very truly yours,

	
  
NUVIM, INC.
  	
  
 
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD P. KUNDRAT
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
Richard   Kundrat
  	
  
 
  
	
  
 
  	
  
Chairman   & CEO
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
AGREED,   VERIFIED, RATIFIED & CONFIRMED:
  
	
  
 
  
	
  
SPENCER TRASK SPECIALTY   GROUP LLC
  
	
  
 
  
	
  
By:
  	
  
/s/ KEVIN KIMBERLIN
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
Kevin   Kimberlin
  	
  
 
  
	
  
 
  	
  
Non-Member   Manager
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Enclosures
  	
  
 
  
	
  
Cc:
  	
  
Mr. Donald   Farley
  	
  
 
  
	
  
 
  	
  
Mr. William   Dioguardi
  	
  
 
  




3







Spencer Trask Specialty Group LLC 
 SCHEDULE A

	
  09/13/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% senior   secured convertible promissory note for $1,700,000 (Maturity date 12/31/2002,   def. int 6%)
  	
  
 
  	
  
Old Notes   were rolled into this note. Interest is calculated from dates of original   note: 11-8-99 ($300k); 5-31-02 ($700k); 7-5-02   ($270k); 7-19-02 ($130k)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/10/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% secured   promissory note for $200,000 convertible into Series C Preferred Stock @ .20   per share (Maturity date 8/10/2003, def. int 6%)
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/27/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% senior   secured convertible promissory note for $100,000 (Maturity date 8/10/2003,   def. int 6%)
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
03/03/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% senior   secured convertible promissory note for $50,000 (Maturity date 8/10/2003,   def. int 6%)
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
03/18/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% senior   secured convertible promissory note for $130,000 (Maturity date 8/10/2003, def.   int 6%)
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Warrant   Agreement to purchase 1,700,000 shares Series C Convertible Preferred Stock
  	
  
 
  	
  
And all   warrants issued or attendant thereto
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/10/2003
  	
  
 
  	
  
Kevin   Kimberlin Partners LP (or Spencer Trask Specialty Group LLC)
  	
  
 
  	
  
Warrant   Agreement to purchase 2,500,000 shares Series C Convertible Preferred Stock @   .20 per share.
  	
  
 
  	
  
And all   warrants issued or attendant thereto
  









Spencer Trask Specialty Group LLC
 SCHEDULE B

	
  Date
  	
   
 	
  
Parties   (NuVim with:)
  	
   
 	
  
Description
  	
   
 	
  
Disposition
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
12/20/2001
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Warrant   Certificate No. W-0068 restricted securities—1,000,000 shares
  	
  
 
  	
  
Per 1/29/01   & 2/2/01 loan and indemnity agreement and amendment no. 1 dated 5/29/01
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
01/31/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Security   Agreement
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/01/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Letter   Agreement
  	
  
 
  	
  
Cancelled   and Replaced by 9/13/02
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/01/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% Senior Convertible   Promissory Note-$1,000,000.00
  	
  
 
  	
  
Cancelled   and Replaced by 9/13/02
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
05/31/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% secured   promissory note for $700,000.00 convertible into equity securities upon the   sale of the same
  	
  
 
  	
  
Cancelled   and Replaced by 9/13/02
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
05/31/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% secured   promissory note for $300,000.00 convertible into equity securities upon the   sale of the same
  	
  
 
  	
  
Cancelled   and Replaced by 9/13/02
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
07/05/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% secured   promissory note for $400,000.00 convertible into Series A Preferred Stock @   $1 per share common or at the issuance price for Senior Stock
  	
  
 
  	
  
Cancelled   and Replaced by 9/13/02
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/10/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Letter   agreement concerning $500,000 loan and 8% secured promissory notes   convertible into Series C Preferred Stock @ .20 per share etc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/10/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Warrant   Certificate No. ST W-___for 1,000,000 warrants  Series C Convertible Preferred Stock $0.00001 par value per   share
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/27/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Warrant   Certificate No. ST W-___for 500,000 warrants    Series C Convertible Preferred Stock $0.00001 par value per share
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
03/05/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Warrant   Certificate No. ST W-___for 250,000 warrants    Series C Convertible Preferred Stock $0.00001 par value per share
  	
  
 
  	
  
 
  








	
  
03/05/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
8% secured   promissory note for $50,000.00 convertible into Series C Preferred Stock @   .20 per share
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  03/20/2003
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Warrant   Certificate No. ST W-___for 650,000 warrants    Series C Convertible Preferred Stock $0.00001 par value per share
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
05/31/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC,
  	
  
 
  	
  
Letter   agreement to loan
  	
  
 
  	
  
Cancelled   and Replaced by Notes dated 9/13/02
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Letter   agreement concerning new 8% senior secured convertible promissory note in the   aggregate principal amount of $1,700,000
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
Spencer   Trask Specialty Group LLC
  	
  
 
  	
  
Amendment   No. 1 to Security Agreement
  	
  
 
  	
  
 
  



2







Spencer Trask Specialty Group LLC
 SCHEDULE C


Existing Notes as of November 30, 2004:

	
  Int.
   Rate
  	
   
 	
  
Def.
   Int.
   Rate
  	
   
 	
  
Issue Date
  	
   
 	
  
maturity
   date
  	
   
 	
  
Outstanding
   Principal
  	
   
 	
  
Days
   out -
   standing
  	
   
 	
  
Days in   Default
  	
   
 	
  
Interest
  	
   
 	
  
Default
   Interest
  	
   
 	
  
Total   Accrued Interest
  	
   
 	
  
Total Outstanding
   As of
   11/30/04
  	
   
 
	
  


  	
   
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
 
  	
  
12/31/2002
  	
  
 
  	
  
$
  	
  
1,700,000
  	
  
 
  	
  
 
  	
  
797
  	
  
 
  	
  
 
  	
  
690
  	
  
 
  	
  
$
  	
  
301,089
  	
  
 
  	
  
$
  	
  
195,500
  	
  
 
  	
  
$
  	
  
496,589
  	
  
 
  	
  
$
  	
  
2,196,589
  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
2/10/2003
  	
  
 
  	
  
 
  	
  
8/10/2003
  	
  
 
  	
  
$
  	
  
200,000
  	
  
 
  	
  
 
  	
  
620
  	
  
 
  	
  
 
  	
  
470
  	
  
 
  	
  
$
  	
  
27,556
  	
  
 
  	
  
$
  	
  
15,667
  	
  
 
  	
  
$
  	
  
43,222
  	
  
 
  	
  
$
  	
  
243,222
  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
2/27/2003
  	
  
 
  	
  
 
  	
  
8/27/2003
  	
  
 
  	
  
$
  	
  
100,000
  	
  
 
  	
  
 
  	
  
630
  	
  
 
  	
  
 
  	
  
453
  	
  
 
  	
  
$
  	
  
14,000
  	
  
 
  	
  
$
  	
  
7,550
  	
  
 
  	
  
$
  	
  
21,550
  	
  
 
  	
  
$
  	
  
121,550
  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
3/3/2003
  	
  
 
  	
  
 
  	
  
9/3/2003
  	
  
 
  	
  
$
  	
  
50,000
  	
  
 
  	
  
 
  	
  
627
  	
  
 
  	
  
 
  	
  
447
  	
  
 
  	
  
$
  	
  
6,967
  	
  
 
  	
  
$
  	
  
3,725
  	
  
 
  	
  
$
  	
  
10,692
  	
  
 
  	
  
$
  	
  
60,692
  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
3/18/2003
  	
  
 
  	
  
 
  	
  
9/3/2003
  	
  
 
  	
  
$
  	
  
130,000
  	
  
 
  	
  
 
  	
  
612
  	
  
 
  	
  
 
  	
  
447
  	
  
 
  	
  
$
  	
  
17,680
  	
  
 
  	
  
$
  	
  
9,685
  	
  
 
  	
  
$
  	
  
27,365
  	
  
 
  	
  
$
  	
  
157,365
  	
  
 
  
	
   
 	
   
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  	
  


  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
$
  	
  
2,180,000.00
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
$
  	
  
367,292.00
  	
  
 
  	
  
$
  	
  
232,127.00
  	
  
 
  	
  
$
  	
  
599,418.00
  	
  
 
  	
  
$
  	
  
2,779,418.00
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  	
  


  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  



Predecessor notes-cancelled & exchanged for above notes on September 13, 2002:

	
  
Issue Date
  	
  
 
  	
  
canceled
   date
  	
  
 
  	
  
Principal-
   Cancelled
   notes
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  5/31/2002
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
$
  	
  
700,000
  	
  
 
  
	
  
5/31/2002
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
$
  	
  
300,000
  	
  
 
  
	
  
7/5/2002
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
$
  	
  
400,000
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  	
  


  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
$
  	
  
1,400,000.00
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  


  	
  


  	
  
 
  








[NUVIM LOGO]


Richard P. Kundrat
 12 North State Route 17
 Paramus, NJ 07652
 (201) 556-1010


December 31, 2004 


Kevin Kimberlin Partners L.P.
 535 Madison Avenue
 New York, NY 10022
 Attn: General Partner


Re:     Kevin Kimberlin Partners L.P. Debt Extinguishment Transaction


Dear Sirs,


This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Kevin Kimberlin Partners L.P., Spencer Trask Specialty Group LLC, Spencer Trask Private Equity Fund I LP and Spencer Trask Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Spencer Trask”), and Stolle Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.


The term Debt and Equity Interests used herein refers to the following: 


               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Kevin Kimberlin Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.


               b. Outstanding Senior Subordinated Convertible Notes payable to Spencer Trask by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.


               c.  Warrants held by Spencer Trask to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.


               d.  Warrants held by Spencer Trask to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.


               e.  Warrants held by Spencer Trask to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.







               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Spencer Trask, after NuVim’s proposed 55 to 1 reverse stock split, and


               g.  Transactions particular to Kevin Kimberlin Partners L.P. and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Secured Convertible Note(s) due and owing to Kevin Kimberlin Partners L.P., inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.


NOW, for other good and valuable consideration described below, Kevin Kimberlin Partners L.P. agrees with respect to all Debt and Equity Interests applicable to Kevin Kimberlin Partners L.P., as follows:

	
  
 
  	
  
5.
  	
  
To not   exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive   any anti-dilution or conversion price adjustments contained therein.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.
  	
  
To pay the   $2,500,000 principal balance and all accrued interest due thereon to the   Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on   behalf of NuVim, simultaneously with    the closing of the IPO.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
7.
  	
  
To cancel   the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid   interest thereon and default interest thereon through the Closing Date   simultaneously with the closing of the IPO.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
8.
  	
  
To accept   212,382 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse   stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel   all outstanding warrants described in this letter agreement or its   attachments.
  




It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Kevin Kimberlin Partners L.P. or  Spencer Trask entity or to Donald F. Farley as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.


It is expressly agreed and acknowledged that Kevin Kimberlin Partners L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Paulson Investment Company, Inc. 


It is expressly agreed and acknowledged that Kevin Kimberlin Partners L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is expressly subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Paulson Investment Company, Inc.


2







Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to John Murphy, Esq. at (650) 323-1108.


          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.

	
  
Very truly   yours,
  	
  
 
  
	
  
 
  	
  
 
  
	
  
NUVIM, INC.
  	
  
 
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD P. KUNDRAT
  	
  
 
  
	
   
  	
  


  	
  
 
  
	
  
 
  	
  
Richard   Kundrat, Chairman & CEO
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
AGREED,   VERIFIED, RATIFIED & CONFIRMED:
  
	
  
 
  
	
  
KEVIN KIMBERLIN PARTNERS   L.P.,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ KEVIN KIMBERLIN
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
   
  	
  
Kevin   Kimberlin
  	
  
 
  
	
  
 
  	
  
General   Partner
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Enclosures
  	
  
 
  
	
  
Cc:
  	
  
Mr. Donald   Farley
  	
  
 
  
	
  
 
  	
  
Mr. William   Dioguardi
  	
  
 
  




3







Kevin Kimberlin Partners L.P.
 SCHEDULE A

	
  Date
  	
   
 	
  
Parties
  	
   
 	
  
Description
  	
   
 	
  
Disposition
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
09/21/1999
  	
  
 
  	
  
Kevin   Kimberlin Partners L.P. from Stolle Milk Biologic, Inc.
  	
  
 
  	
  
Promissory   Demand Note for $500,000.00 with 8% interest, due 09/21/2001
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  11/05/1999
  	
  
 
  	
  
Kevin   Kimberlin Partners L.P. from Stolle Milk Biologic, Inc.
  	
  
 
  	
  
Promissory   Demand Note for $500,000.00 with 8% interest, due 11/05/2001
  	
  
 
  	
  
Rolled into   $1,700,000.00 note
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
11/18/1999
  	
  
 
  	
  
Kevin   Kimberlin Partners L.P. from NuVim, Inc.
  	
  
 
  	
  
Promissory   Demand Note for $300,000.00
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  01/29/2001
  	
  
 
  	
  
Wachovia   Bank, N.A. from NuVim, Inc.
  	
  
 
  	
  
Note--$1,000,000.00   and borrowing authorization
  	
  
 
  	
  
Modified   5/30/01 & 12/14/01; replaced by 9/13/02 “new” notes totaling $2.5mm;   Issued with 5 year warrant with exercise price of $1.00 for one share of   common stock (i.e $2mm shares common & on $500k loan @ $2 warrants per   dollar total $3mm warrants
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
01/31/2001
  	
  
 
  	
  
Kevin   Kimberlin Partners L.P. from NuVim, Inc.
  	
  
 
  	
  
Security   Agreement
  	
  
 
  	
  
Amended/Superseded   and Replaced by Notes dated 9/13/02
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/02/2001
  	
  
 
  	
  
Kevin   Kimberlin Partners L.P. & Spencer Trask & Co. from NuVim, Inc.
  	
  
 
  	
  
Indemnity   Agreement
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Warrant   Agreement for 5 years with exercise price of $1.00 for one share of common   stock (i.e 2,000,000 shares common & on $500,000 loan @ $2 warrants per   dollar for a total of 3,000,000 warrants
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
02/10/2003
  	
  
 
  	
  
Kevin   Kimberlin Partners LP (or Spencer Trask Specialty Group LLC)
  	
  
 
  	
  
Warrant   Agreement to purchase 2,500,000 shares Series C Convertible Preferred Stock @   .20 per share.
  	
  
 
  	
  
And all   warrants issued or attendant thereto
  









SCHEDULE C


Predecessor notes-cancelled & exchanged for notes given to Spencer Trask entities on September 13, 2002

	
  Issue Date
  	
   
 	
  
canceled
   
date
  	
   
 	
  
Principal-
   Cancelled
   notes
  	
   
 
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  
11/18/1999
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
$
  	
  
300,000
  	
  
 
  



2







[NUVIM LOGO]


Richard P. Kundrat
 12 North State Route 17
 Paramus, NJ 07652
 (201) 556-1010


December 31, 2004


Spencer Trask Private Equity Fund I LP
 535 Madison Avenue
 New York, NY 10022


Re:     Spencer Trask Private Equity Fund I LP Debt Extinguishment Transaction


Dear Sirs,


This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Kevin Kimberlin Partners L.P., Spencer Trask Specialty Group LLC, Spencer Trask Private Equity Fund I LP and Spencer Trask Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Spencer Trask”), and Stolle Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.


The term Debt and Equity Interests used herein refers to the following: 


               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Kevin Kimberlin Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.


               b. Outstanding Senior Subordinated Convertible Notes payable to Spencer Trask by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.


               c.  Warrants held by Spencer Trask to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.


               d.  Warrants held by Spencer Trask to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.


               e.  Warrants held by Spencer Trask to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.







               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Spencer Trask, after NuVim’s proposed 55 to 1 reverse stock split, and


               g.  Transactions particular to Spencer Trask Private Equity Fund I LP and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Secured Convertible Note(s) due and owing to Spencer Trask Private Equity Fund I LP, inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.


NOW, for other good and valuable consideration described below, Spencer Trask Private Equity Fund I LP agrees with respect to all Debt and Equity Interests applicable to Spencer Trask Private Equity Fund I LP as follows:

	
  
 
  	
  
9.
  	
  
To not   exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive   any anti-dilution or conversion price adjustments contained therein.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.
  	
  
To pay the   $2,500,000 principal balance and all accrued interest due thereon to the   Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on   behalf of NuVim, simultaneously with    the closing of the IPO.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.
  	
  
To cancel   the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid   interest thereon and default interest thereon through the Closing Date   simultaneously with the closing of the IPO.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.
  	
  
To accept   21,700 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse   stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel   all outstanding warrants described in this letter agreement or its   attachments.
  




It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Spencer Trask entity or to Donald F. Farley as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.


It is expressly agreed and acknowledged that Spencer Trask Private Equity Fund I L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Paulson Investment Company, Inc. 


Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to John Murphy, Esq. at 908-782-6699.


2







          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.


	
  
Very truly   yours,
  	
  
 
  
	
  
 
  	
  
 
  
	
  
NUVIM, INC.
  	
  
 
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD P. KUNDRAT
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
Richard   Kundrat
  	
  
 
  
	
   
  	
  
Chairman   & CEO
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
AGREED,   VERIFIED, RATIFIED & CONFIRMED:
  
	
  
 
  
	
  
SPENCER TRASK PRIVATE   EQUITY FUND   I LP
  
	
  
By:
  	
  
Trask   partners LLC, General Partner
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ WILLIAM P. DIOGUARDI
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
   
  	
  
William P.   Dioguardi
  	
  
 
  
	
  
 
  	
  
Manager
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Enclosures
  	
  
 
  
	
  
Cc:
  	
  
Mr. Donald   Farley
  	
  
 
  
	
  
 
  	
  
Mr. William   Dioguardi
  	
  
 
  




3







Spencer Trask Private Equity Fund I LP
 SCHEDULE A

	
  Date
  	
   
 	
  
Parties   (NuVim with:)
  	
   
 	
  
Description
  	
   
 	
  
Disposition
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
09/13/2002
  	
  
 
  	
  
Spencer Trask   Private Equity Fund I LP
  	
  
 
  	
  
8% senior   secured convertible promissory note for $200,000 (Maturity date 12/31/2002,   def. int 6%)
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  09/13/2002
  	
  
 
  	
  
Spencer   Trask Private Equity Fund I, LP
  	
  
 
  	
  
Warrant   Agreement to purchase 200,000 shares Series C Convertible Preferred Stock
  	
  
 
  	
  
 
  




Spencer Trask Private Equity Fund I LP
 SCHEDULE B

	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  05/31/2002
  	
  
 
  	
  
Spencer   Trask Private Equity Fund I LP
  	
  
 
  	
  
8% secured   promissory note for $200,000.00 convertible into equity securities upon the   sale of the same
  	
  
 
  	
  
Replaced by 9/13/2002   transaction
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
05/31/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Letter   agreement to loan
  	
  
 
  	
  
Cancelled   and Replaced by Notes dated 9/13/02
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  09/13/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Letter   agreement concerning new 8% senior secured convertible promissory note in the   aggregate principal amount of $200,000
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Amendment   No. 1 to Security Agreement
  	
  
 
  	
  
 
  




Spencer Trask Private Equity Fund I LP
 SCHEDULE C


	
  Int.
   Rate
  	
   
 	
  
Def. 
   Int.
   Rate
  	
   
 	
  
Issue Date
  	
   
 	
  
maturity/
   canceled
   date
  	
   
 	
  
Outstanding
 Principal
  	
   
 	
  
Days out -standing
  	
   
 	
  
Days in   Default
  	
   
 	
  
Interest
  	
   
 	
  
Default   Interest
  	
   
 	
  
Total   Accrued Interest
  	
   
 	
  
Total
   Outstanding
   As of 
   11/30/04
  	
   
 
	
  


  	
   
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
 
  	
  
12/31/2002
  	
  
 
  	
  
$
  	
  
200,000
  	
  
 
  	
  
 
  	
  
797
  	
  
 
  	
  
 
  	
  
690
  	
  
 
  	
  
$
  	
  
35,422
  	
  
 
  	
  
$
  	
  
23,000
  	
  
 
  	
  
$
  	
  
58,422
  	
  
 
  	
  
$
  	
  
258,422
  	
  
 
  








[NUVIM LOGO]


Richard P. Kundrat
 12 North State Route 17
 Paramus, NJ 07652
 (201) 556-1010


December 31, 2004 


Spencer Trask Private Equity Fund II LP
 535 Madison Avenue
 New York, NY 10022


Re:     Spencer Trask Private Equity Fund II LP Debt Extinguishment Transaction


Dear Sirs,


This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Kevin Kimberlin Partners L.P., Spencer Trask Specialty Group LLC, Spencer Trask Private Equity Fund I LP and Spencer Trask Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Spencer Trask”), and Stolle Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.


The term Debt and Equity Interests used herein refers to the following: 


               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Kevin Kimberlin Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.


               b. Outstanding Senior Subordinated Convertible Notes payable to Spencer Trask by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.


               c.  Warrants held by Spencer Trask to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.


               d.  Warrants held by Spencer Trask to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.


               e.  Warrants held by Spencer Trask to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.


               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Spencer Trask, after NuVim’s proposed 55 to 1 reverse stock split, and







               g.  Transactions particular to Spencer Trask Private Equity Fund II LP and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Secured Convertible Note(s) due and owing to Spencer Trask Private Equity Fund II LP, inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.


NOW, for other good and valuable consideration described below, Spencer Trask Private Equity Fund II LP agrees with respect to all Debt and Equity Interests applicable to Spencer Trask Private Equity Fund II LP as follows:

	
  
 
  	
  
13.
  	
  
To not   exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive   any anti-dilution or conversion price adjustments contained therein.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
14.
  	
  
To pay the   $2,500,000 principal balance and all accrued interest due thereon to the   Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on   behalf of NuVim, simultaneously with    the closing of the IPO.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
15.
  	
  
To cancel   the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid   interest thereon and default interest thereon through the Closing Date   simultaneously with the closing of the IPO.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
16.
  	
  
To accept   10,619 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse   stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel   all outstanding warrants described in this letter agreement or its   attachments.
  




It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Spencer Trask entity or to Donald F. Farley as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.


It is expressly agreed and acknowledged that Spencer Trask Private Equity Fund II L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Paulson Investment Company, Inc. 


Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to John Murphy, Esq. at 908-782-6699.


2







          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.


	
  
Very truly   yours,
  	
  
 
  
	
  
 
  	
  
 
  
	
  
NUVIM, INC.
  	
  
 
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ RICHARD P. KUNDRAT
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
Richard   Kundrat
  	
  
 
  
	
   
  	
  
Chairman   & CEO
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
AGREED,   VERIFIED, RATIFIED & CONFIRMED:
  
	
  
 
  
	
  
SPENCER  TRASK PRIVATE EQUITY  FUND II LP
  
	
  
By:
  	
  
Trask   Partners LLC, General Partner
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ WILLIAM P. DIOGUARDI
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
   
  	
  
William P.   Dioguardi
  	
  
 
  
	
  
 
  	
  
Manager
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Enclosures
  	
  
 
  
	
  
Cc:
  	
  
Mr. Donald   Farley
  	
  
 
  
	
  
 
  	
  
Mr. William   Dioguardi
  	
  
 
  




3







Spencer Trask Private Equity Fund II LP
 SCHEDULE A

	
  Date
  	
   
 	
  
Parties   (NuVim with:)
  	
   
 	
  
Description
  	
   
 	
  
Disposition
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
09/13/2002
  	
  
 
  	
  
Spencer   Trask Private Equity Fund II LP
  	
  
 
  	
  
8% senior   secured convertible promissory note for $100,000 (Maturity date 12/31/2002,   def. int 6%)
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  09/13/2002
  	
  
 
  	
  
Spencer   Trask Private Equity Fund  II, LP
  	
  
 
  	
  
Warrant   Agreement to purchase 100,000 shares Series C Convertible Preferred Stock
  	
  
 
  	
  
 
  




Spencer Trask Private Equity Fund II LP
 SCHEDULE B

	
  
Date
  	
   
 	
  
Parties   (NuVim with:)
  	
   
 	
  
Description
  	
   
 	
  
Disposition
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  05/31/2002
  	
  
 
  	
  
Spencer   Trask Private Equity Fund II LP
  	
  
 
  	
  
8% secured   promissory note for $100,000.00 convertible into equity securities upon the   sale of the same
  	
  
 
  	
  
Cancelled   and Replaced by Notes dated 9/13/02
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
05/31/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Letter   agreement
  	
  
 
  	
  
Cancelled   and Replaced by Notes dated 9/13/02
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Letter   agreement concerning new 8% senior secured convertible promissory note in the   aggregate principal amount of $100,000
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
09/13/2002
  	
  
 
  	
  
 
  	
  
 
  	
  
Amendment   No. 1 to Security Agreement
  	
  
 
  	
  
 
  



Spencer Trask Private Equity Fund II LP
 SCHEDULE C

	
  Int.
   Rate
  	
   
 	
  
Def.
   Int.
   Rate
  	
   
 	
  
Issue Date
  	
   
 	
  
maturity/
   canceled
   date
  	
   
 	
  
Outstanding   Principal
  	
   
 	
  
Days
   out -
   standing
  	
   
 	
  
Days in
   Default
  	
   
 	
  
Interest
  	
   
 	
  
Default
   Interest
  	
   
 	
  
Total   Accrued Interest
  	
   
 	
  
Total
   Outstanding
   As of
   11/30/04
  	
   
 
	
  


  	
   
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  0.08
  	
  
 
  	
  
 
  	
  
0.06
  	
  
 
  	
  
 
  	
  
9/13/2002
  	
  
 
  	
  
 
  	
  
12/31/2002
  	
  
 
  	
  
$
  	
  
100,000
  	
  
 
  	
  
 
  	
  
797
  	
  
 
  	
  
 
  	
  
690
  	
  
 
  	
  
$
  	
  
17,711
  	
  
 
  	
  
$
  	
  
11,500
  	
  
 
  	
  
$
  	
  
29,211
  	
  
 
  	
  
$
  	
  
129,211
  	
  
 
  








FORM OF
 AMENDMENT TO DECEMBER 31, 2004
 LETTER AGREEMENT


          THIS AGREEMENT, dated as of March   , 2005, is intended to amend that certain letter agreement dated December 31, 2004 by and between the undersigned and NuVim, Inc. pertaining to certain agreements regarding debt extinguishment and related matters in exchange for the issuance of shares of NuVim, Inc.’s Common Stock. (the “Letter Agreement”). In connection therewith, the undersigned hereby agrees that:


                    1.          Its obligations set forth in the Letter Agreement shall be conditioned on the closing of NuVim, Inc.’s initial public offering in the amount of $12.0 million in gross proceeds offered at a Unit price of $12 per Unit. The undersigned acknowledges that the Unit shall consist of (i) four shares of Common Stock; (ii) four Class A Redeemable Warrants; and (iii) four Class B Non-Redeemable Warrants. 


                    2.          To the extent Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim, Inc. and Paulson Investment Company, Inc. will not be complied with because of the changes described above to the structure of the initial public offering, the condition is hereby waived.


          In all other respects, the terms and conditions of the Letter Agreement shall remain unchanged and in effect.

	
   
  	
  
*
  
	
  
 
  	
  


  
	
  
 
  	
  
(Entity)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
   
  	
   
  	
  


  



 

	
  


  
	
  *
  	
  Executed by   each of Spencer Trask Specialty Group, LLC, Kevin Kimberlin Partners, LP,   Spencer Trask Private Equity Fund I LP and Spencer Trask Private Equity Fund   II LP.