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Exhibit 10.19a    
    


BUSINESS LOAN AGREEMENT  



	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials

	$	3,000,000.00	 	02-25-2004	 	04-30-2005	 	0251649248	 	 	 	MASTER	 	***	 	 






References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above
containing "***" has been omitted due to text length limitations. 



	 	 	 	 	 
	Borrower:	INTERNATIONAL MEDICATION SYSTEMS, LIMITED

1886 Santa Anita Avenue

South El Monte, CA 91733	 	Lender:	BANK OF THE WEST

Ninth & Valley #717

855 W. Valley Blvd.

Alhambra. CA 91803

(888) 457-2692







THIS BUSINESS LOAN AGREEMENT dated February 25, 2004, is made and executed between INTERNATIONAL MEDICATION SYSTEMS, LIMITED ("Borrower") and BANK OF THE WEST ("Lender")
on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including
those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting. renewing, or extending any Loan. Lender is
relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement: (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject
to Lender's sole judgment and discretion: and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


TERM.    This Agreement shall be effective as of February 25, 2004, and shall continue in full force and effect until such time as all
of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree
in writing to terminate this Agreement. 


CONDITIONS PRECEDENT TO EACH ADVANCE.    Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. 



 Loan Documents.    Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender
security interests in the Collateral; (3) financing statements
and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender
may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. 



 Borrower's Authorization.    Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution
and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its
counsel, may require. 


 Payment of Fees and Expenses.    Borrower shall have paid to Lender all fees, charges, and other expenses that are then due and payable as specified in this Agreement
or any Related Document. 








 




 Representations and Warranties.    The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate
delivered to Lender under this Agreement are true and correct. 


 No Event of Default.    There shall not exist at the time of any Advance a condition that would constitute an Event of Default under this Agreement or under any
Related Document. 




REPRESENTATIONS AND WARRANTIES.    Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each
disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: 



 Organization.    Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue
of the laws of the State of California. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which
Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to
engage. Borrower maintains an office at 1886 Santa Anita Avenue, South EI Monte, CA 91733. Unless Borrower has designated otherwise in writing, the principal office Is the office at which Borrower
keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in
Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. 


 Assumed Business Names.    Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding
the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. 



 Authorization.    Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by
Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or organization, or bylaws, or
(b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. 


 Financial Information.    Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of
the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender, Borrower has no
material contingent obligations except as disclosed in such financial statements. 


 Legal Effect.    This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal,
valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. 


 Properties.    Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by
Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has
not executed any security 



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documents
or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any
other name for at least the last five (5) years. 


 Hazardous Substances.    Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of
Borrower's ownership of Borrower's Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on,
under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws;
(b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or
occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant,
contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the
Collateral; and any such activity shall be conducted in compliance with all applicable federal state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws.
Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of
the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of
Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous
Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such
laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or
suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or
substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or
satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. 



 Litigation and Claims.    No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is
pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that
have been disclosed to and acknowledged by Lender in writing. 


 Taxes.    To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes,
assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate
reserves have been provided. 


 Lien Priority.    Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the
filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly, securing repayment of Borrower's Loan and Note, that would be prior or that may in any way
be superior to Lender's Security Interests and rights in and to such Collateral. 



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 Binding Effect.    This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their
successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. 




AFFIRMATIVE COVENANTS.    Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: 



 Notices of Claims and Litigation.    Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and
(2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the
financial condition of Borrower or the financial condition of any Guarantor. 


 Financial Records.    Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books
and records at all reasonable times. 


 Financial Statements.    Furnish Lender with the following: 



 Interim Statements.    As soon as available, but in no event later than sixty (60) days after the end of each fiscal quarter, Borrower's balance sheet and
profit and loss statement for the period ended, prepared by Borrower. 


 Tax Returns.    As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal
and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. 


 Additional Requirements.    


 Annual Statements.    As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Borrower's
audited consolidated balance sheet and income statement for the year ended, audited by a certified public accountant satisfactory to Lender. 


 Receivables Agings.    As soon as available, but in no event later than thirty (30) days after the end of each fiscal quarter, an aging of accounts receivable
for the period ended, prepared by Borrower. 




All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. 


 Additional Information.    Furnish such additional information and statements, as Lender may request from time to time. 



 Financial Covenants and Ratios.    Comply with the following covenants and ratios: 



 Working Capital Requirements.    Other Working Capital requirements are as follows: 


Borrower
shall comply with the following working capital ratio requirements: 


 Quick Ratio.    Maintain a Quick Ratio in excess of 1.000 to 1.000. The term "Quick Ratio" means the sum of Borrower's
Liquid Assets plus Borrower's net Trade Receivables divided by Borrower's total Current Liabilities. The liquidity ratio will he evaluated as of quarter-end. 




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 Minimum Income and Cash flow Requirements.    Other Cash Flow requirements are as follows: 


Borrower
shall comply with the following cash flow ratio requirements: 


 Cash Flow I Debt Ratio.    Maintain a ratio of Cash Flow / Debt plus interest expense of not less than 1.250 to 1.000.
The ratio "Cash Flow / Debt" means Borrower's Cash Flow divided by Borrower's current period Current Portion of Long Term Indebtedness plus interest expense. This coverage ratio will be evaluated at
the end of each fiscal year-end. 


 Tangible Net Worth Requirements.    Other Net Worth requirements are as follows: 


 Effective Tangible Net Worth Requirements.    Maintain a minimum Effective Tangible Net Worth of at least  $20,000.000.00. In addition,
Borrower shall comply with the following net worth ratio requirements: 



 Debt I Effective Tangible Net Worth Ratio.    Maintain a ratio of Debt to Effective Tangible Net Worth of not more than 0.750 to
1.000. The ratio "Debt / Effective Tangible Net Worth" means Borrower's total Debt divided by Borrower's Effective, Tangible Net Worth. This leverage ratio will be evaluated as
of quarter-end. 


 Other Requirements.    


 Depository Relationship.    Maintain its primary business depository relationship with Lender, including general operating and administrative deposit accounts and
cash management services. 


 Profitability.    Maintain a minimum net profit after tax of at least $100,000.00 at each fiscal year end. 


Except
as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles,
applied on a consistent basis, and certified by Borrower as being true and correct. 




 Insurance.    Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties
and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates
of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each
insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In
connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such Lender's loss payable or other endorsements
as Lender may require. 


 Insurance Reports.    Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request,
including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the
then current property values on the basis of which insurance has been obtained, 2nd the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request
of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the 



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actual
cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. 


 Guaranties.    Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named below, on
Lender's forms, and in the amount and under the conditions set forth in those guaranties. 



	Name of Guarantor
 
	 	Amount

	AMPHASTAR PHARMACEUTICALS, INC.	 	Unlimited






 Other Agreements.    Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify
Lender immediately in writing of any default in connection with any other such agreements. 


 Loan Proceeds.    Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. 



 Taxes, Charges and Liens.    Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties. income. or profits, prior to the date on which penalties would attach, and all lawful claims that, if
unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. 


 Performance.    Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all
other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. 


 Operations.    Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. 


 Environmental Studies.    Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender
or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local
law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. 


 Compliance with Governmental Requirements.    Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities
applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act.
Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in
writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may requite Borrower to post adequate security or a surety bond,
reasonably satisfactory to Lender, to protect Lender's interest. 


 Inspection.    Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and
to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records
(including 



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without
limitation computer generated records and computer software programs for the generation of such records in the possession of a third party, Borrower, upon request of Lender, shall notify such
party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. 


 Environmental Compliance and Reports.    Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist as a result of an
intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result
to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;
shall furnish to Lender promptly and in
any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality
concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural
resources. 



 Additional Assurances.    Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing
statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. 





LENDER'S EXPENDITURES.    If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if
Borrower fails to comply with any provision of this Agreement or any Related. Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required
to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and
preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the
date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note
and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note;
or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. 


NEGATIVE COVENANTS.    Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender: 



 Additional Financial Restrictions.    



 ADDITIONAL AFFIRMATIVE COVENANTS.    


Notwithstanding
contrary provisions in the heading captioned "Notices of Claims and Litigation," Borrower shall only be required to notify Lender should
the amount of the litigation exceed $500.000.00. 


 ADDITIONAL NEGATIVE COVENANTS.    


 Merge or Consolidate.    Liquidate or dissolve, merge or consolidate with or into, or acquire any other business organization, provided however, that this requirement
shall not apply to transactions in which Borrower is the surviving entity. 



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 Transfer Assets.    After the date hereof, sell, contract for sale, convey, transfer, assign, lease or sublet, any of its assets (including, but not limited to, the
Collateral) except in the Ordinary Course of Business and, then, only for full, fair and reasonable consideration. 


 Loans.    Make any loans or advances or extend credit to any third person, including, but not limited to, directors, officers, shareholders, partners, employees,
affiliated entities and subsidiaries of the Borrower, except for credit extended in the Ordinary Course of Business as presently conducted and except up to $1,000,000.00 in
anyone fiscal year. 


 Out-of-Debt.    Permit to be outstanding any Advances under the Line of Credit in excess of  $500,000.00 for a period of time equal to at
least thirty (30) consecutive calendar days in anyone
fiscal year. 


 Agreements.    Borrower will not enter into any agreement containing any provisions that would be violated or breached by the performance of Borrower's obligations
under this Agreement or in connection herewith. 




CESSATION OF ADVANCES.    If Lender has made any commitment to make any loan to Borrower, whether under this Agreement or under any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the
Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in
bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in
the value of any Collateral securing any Loan; or (D) any Guarantor seeks; claims or
otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of
Default shall have occurred. 


DEFAULT.    Each of the following shall constitute an Event of Default under this Agreement: 



 Payment Default.    Borrower fails to make any payment when due under the Loan. 



 Other Defaults.    Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related
Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 


 Default in Favor of Third Parties.    Borrower or any Grantor defaults under any loan, extension of credit, security agreement purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the loans or perform
their respective obligations under this Agreement or any of the Related Documents. 


 False Statements.    Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related
Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 


 Insolvency.    The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of
Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 



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 Defective Collateralization.    This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to
create a valid and perfected security interest or lien) at any time and for any reason. 


 Creditor or Forfeiture Proceedings.    Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or
any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and it Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 


 Events Affecting Guarantor.    Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness, 


 Change in Ownership.    Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 



 Adverse Change.    A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is
impaired. 


 Insecurity.    Lender in good faith believes itself insecure. 




EFFECT OF AN EVENT OF DEFAULT.    If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement Immediately will terminate (including any obligation to make further Loan
Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of
Default of the type described in the "Insolvency'; subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the
Related Documents or available at law, in equity or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and, remedies shall be cumulative and may be exercised singularly
or concurrently, Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall' not affect Lender's right to declare a default and to exercise Its rights and remedies. 



CASH FLOW.    The words "Cash Flow" mean the sum of net income after tax and exclusive of extraordinary gains, plus depreciation, amortization
and interest expense minus dividends and distributions. 


CURRENT LIABILITIES.    The words "Current Liabilities" mean current liabilities as determined in accordance with generally accepted
accounting principles, including any negative cash balance on the Borrower's financial statement. 


DEBT.    The word "Debt" means all liabilities of the Borrower less Subordinated Debt, if any. 



EFFECTIVE TANGIBLE NET WORTH.    The words "Effective Tangible Net Worth" mean the Borrower's stated net worth plus Subordinated Debt but less
all intangible assets of the Borrower (i.e.. goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, Investments In and all amounts
due from affiliates, officers or employees. 


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LIQUID ASSETS.    The words "Liquid Assets" mean cash, cash equivalents and trade accounts receivable. 



ORDINARY COURSE OF BUSINESS.    The words "Ordinary Course of Business" mean, with respect to any transaction involving the Borrower or any of
its subsidiaries or affiliates, the ordinary course of the Borrower's business, as conducted by the Borrower in accordance with past practice and undertaken by the Borrower in good faith and not for
the purpose of evading any covenant or restriction in this Agreement or in any other document, instrument or agreement executed in connection herewith. 


SUBORDINATED DEBT.    The words "Subordinated Debt" mean such liabilities of the Borrower that have been subordinated to those owed to the
Lender in a manner acceptable to the Lender. 


TRADE RECEIVABLES.    The words "Trade Receivables" mean all of Borrower's accounts from trade, net of allowance for doubtful accounts. 


TAX TREATMENT.    The Lender and each employee, representative or other agent of Lender may disclose to any and all persons without limitation
of any kind (1) the tax treatment and tax structure (as those terms are defined in Income Tax Regulations Section 1.6011-4) of this transaction and (2) all materials
of any kind (including opinions or other tax analyses) that are provided to Lender relating to such tax treatment and tax structure, 


MISCELLANEOUS PROVISIONS.    The following miscellaneous provisions are a part of this Agreement: 



 Amendments.    This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in
this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or
amendment. 


 Attorneys' Fees; Expenses.    Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses,
incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement.
Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may
be directed by the court. 


 Caption Headings.    Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this
Agreement. 


 Consent to Loan Participation.    Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the loan
to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to anyone or more purchasers, or potential purchasers, any information or
knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any
such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the
sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later 



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against
Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective
of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any
personal claims or defenses that Borrower may have against Lender. 


 Governing law.    This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of California. This Agreement
has been accepted by Lender in the State of California. 


 Choice of Venue.    If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of the State of California, in the county
in which Borrower's following address is located: 1886 Santa Anita Avenue, South El Monte, CA 91733. 


 No Waiver by Lender.    Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No
delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior
waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's
obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 


 Notices.    Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or
registered mall postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice
to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current
address. Unless, otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. 


 Severability.    If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that
finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes
legal, valid and enforceable, If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. 


 Subsidiaries and Affiliates of Borrower.    To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any
representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no
circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. 



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 Successors and Assigns.    All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's
successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any
interest therein, without the prior written consent of Lender. 


 Survival of Representations and Warranties.    Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties,
and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that
regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan
Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and re-dated by Borrower at the time each Loan Advance is made, and shall
remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to
occur. 


 Time is of the Essence.    Time is of the essence in the performance of this Agreement. 



 Waive Jury.    All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any
other party. 




DEFINITIONS.    The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the
plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code.
Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this
Agreement: 



 Advance.    The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance
basis under the terms and conditions of this Agreement.. 


 Agreement.    The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all
exhibits and schedules attached to this Business Loan Agreement from time to time. 


 Borrower.    The word "Borrower" means INTERNATIONAL MEDICATION SYSTEMS, LIMITED and includes all co-signers and co-makers signing the Note. 


 Collateral.    The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted
directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge,
chattel mortgage, collateral chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease, or consignment intended as a security device, or any other security or
lien interest whatsoever, whether created by law, contract, or otherwise. 


 Environmental Laws.    The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of
human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
("CERCLA"), the Superfund 



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Amendments
and Reauthorization Act of 1986, Pub. L No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or
federal laws, rules, or regulations adopted pursuant thereto. 


 Event of Default.    The words" Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. 


 GAAP.    The word "GAAP" means generally accepted accounting principles. 


 Grantor.    The word "Grantor" means each and all of the parsons or entities granting a' Security Interest in any Collateral for the Loan, including without
limitation all Borrowers granting such a Security Interest. 


 Guarantor.    The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. 


 Guaranty.    The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. 


 Hazardous Substances.    The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured transported or otherwise
handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed
under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. 


 Indebtedness.    The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all
other Indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. 


 Lender.    The word "Lender" means BANK OF THE WEST, its successors and assigns. 


 Loan.    The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced,
including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. 


 Note.    The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in
favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements, including, but not
limited to, a promissory note dated 3/1/04, in the original principal sum of $3,000,000.00 and a promissory note dated  3/1/04, in the original principal
sum of $419,832.00 and the following existing promissory notes: A promissory note dated April 16, 2003, in the
original principal sum of $162,550.00, a promissory note dated June 11, 2003, in the original principal sum of $367,029.50, a promissory note dated June 11, 2003, in the original
principal sum of $149.978.00 and a promissory note dated December 16, 2003, in the original principal sum of $348,918.80. 



 Related Documents.    The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security
agreements, 



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mortgages,
deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. 


 Security Agreement.    The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other
agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. 


 Security Interest.    The words "Security Interest" mean, without' limitation, any and all types of collateral security, present and future, whether in the form of a
lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law,
contract, or otherwise. 




BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY 25,
2004.



	BORROWER:	 	 	 
	

 	

 	
 	

 	

 
	INTERNATIONAL MEDICATION SYSTEMS, LIMITED	 	 	 
	

 	

 	
 	

 	

 
	By:	/s/  JACK YONGFENG ZHANG      
 Jack Yongfeng Zhang, President of

INTERNATIONAL MEDICATION SYSTEMS, LIMITED	 	By:	/s/  PETE LANGOSH      
 Pete Langosh, Secretary of

INTERNATIONAL MEDICATION SYSTEMS, LIMITED
	

 	

 	
 	

 	

 
	LENDER:	 	 	 
	

 	

 	
 	

 	

 
	BANK OF THE WEST	 	 	 
	

 	

 	
 	

 	

 
	By:	/s/  RAYMOND YOUNG      
 Authorized Signer	 	 	 




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Exhibit 10.19a