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Exhibit 10.19(b)    
    


CHANGE IN TERMS AGREEMENT  



	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	Principal

$3,000,000.00	 	Loan Date

02-25-2004	 	Maturity

04-30-2006	 	Loan No

0251649248	 	Call/Coll	 	Account	 	Officer

* * *	 	Initials
	 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
	






	 
	 	 
	 	 

	Principal Amount: $3,000,000.00	 	Initial Rate: 5.750%	 	Date of Agreement: 4/14/05





DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated March 1, 2004 in the original principal amount of $3,000,000.00
(the "Note") and Business Loan Agreement (Master) dated 4/14/05 (the "Agreement"). 


DESCRIPTION OF COLLATERAL. Commercial Security Agreement dated March 1, 2004. 


DESCRIPTION OF CHANGE IN TERMS.


	1.
	The
Maturity Date of the Note shall be extended to April 30, 2006.



	2.
	As
a condition precedent to the effectiveness of this Change in Terms Agreement, the Borrower hereby promises and agrees to pay to Lender a renewal fee in the amount of $3,000.00. 





CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as
changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable
parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including
accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge
that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not
be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. 



PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.  


CIT SIGNERS:  


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
	

BANK OF THE WEST	
 	

 	

 
	

By:	

/s/  RAYMOND YOUNG      
 Raymond Young, Vice President of

BANK OF THE WEST	
 	

 	

 
	











BUSINESS LOAN AGREEMENT  



	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 

	Principal

$3,000,000.00	 	Loan Date

02-25-2005	 	Maturity

04-30-2006	 	Loan No

0251649248	 	Call/Coll	 	Account

MASTER	 	Officer

* * *	 	Initials
	 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 4/14/05, 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; (8) 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 4/14/05, 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) guaranties; (3) 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 which 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 which 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 Delaware. 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 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 



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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. 



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: 


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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: 



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 balance sheet and Income statement for the year ended, audited by a certified public accountant satisfactory to Lender. 


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.


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


Receivable Agings. As soon as available, but in no event later than sixty (60) days after the end of each fiscal quarter, an agings of accounts
receivable for the period ended, prepared by the 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 0.700 to 1.000. The term "Quick Ratio" means the sum of
Borrower's Liquid Assets plus Borrower's Accounts divided by Borrower's total Current Liabilities. This liquidity ratio will be evaluated as of quarter-end. 


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 I Debt of not less than  1.250 to 1.000. The ratio "Cash
Flow I Debt" means Borrower's Cash Flow divided by Borrower's Current
Portion of Long Term Indebtedness. This coverage ratio will be evaluated at each fiscal year-end. 




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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 $16,000,000.00. In addition, Borrower shall
comply with the following net worth ratio requirements: 


Debt / Effective Tangible Net Worth Ratio. Maintain a ratio of Debt to Effective Tangible Net Worth of not more than 1.000 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 Relationships. 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 $1,000,000.00 at each fiscal year
end. 


Guarantor's Requirement. Cause Amphastar Pharmaceuticals, Inc. ("Guarantor") to repay indebtedness owed to the Borrower of up to  $5,000,000.00 ("Loan")
upon the occurrence of the Guarantor's initial public offering, provided however, that in the event that there is no initial
public offering by September 1, cause the Guarantor to repay the Loan in monthly installments of $500,000.00, commencing September 1,
2005. 


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



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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 discharged 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 no jeopardized. Lender may require 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 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 



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times
and to provide Lender with copies of any records it may request, all at Borrower's expense. 


Compliance Certificates. Unless waived in writing by Lender, provide Lender within sixty (60) days after the end of each fiscal quarter, with a
certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and
correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. 


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.



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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. 


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. 


Out-of-Debt Period. Following the initial Advance under the Line of Credit but prior to the Maturity Date of Line of Credit, not
permit to be outstanding any Advances in excess of $500,000.00 under the Line of Credit for a period of time equal to at least thirty (30) consecutive calendar days. 


Loans. Make any loans or advances or extend credit to any third person, including, but not limited to, directors, officers, shareholders, partners,
employees, affiliated entitles 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 any one fiscal
year. 


Agreements. Borrower will not enter into any agreement containing any provisions which 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, 



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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. 



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 if 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. 



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 other than up to $3,000,000.00 in accounts receivable from Amphastar Pharmaceuticals. Inc). 


9







 



LIQUID ASSETS. The words "Liquid Assets" mean cash, cash equivalents and Accounts. 


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 which have been subordinated to those owed to the Lender in a
manner acceptable to the Lender. 


PERMITTED LIENS. The words "Permitted Liens" mean: (i) liens and security Interests securing indebtedness owed by the Borrower to the Lender;
(ii) liens for taxes, assessments or similar charges not yet due; (iii) liens of materialmen, mechanics, warehousemen, or carriers or other like liens arising in the Ordinary Course of
Business and securing obligations which are not yet delinquent; (iv) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower in the
Ordinary Course of Business to secure Indebtedness outstanding on the date hereof or permitted to be incurred herein; (v) liens and security interests which, as of the date hereof, have been
disclosed to and approved by the Lender in writing; and (vi) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to
the net value of the Borrower's assets. 


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 any one 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. 



10







 




Borrower
further waives all rights of offset or counterclaim that it may have now or later 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 Los Angeles County, State
of California. 


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 sale 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 mail 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 



11







 




shall
this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. 


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 redated 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 



12







 




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 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, at 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 persons 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 the Borrower's promissory notes and/or credit agreements, whether now or hereafter
existing, 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 and/or credit agreements. 


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



13







 




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
4/14/05.




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      
 Raymond Young, Vice President	
 	

 	

 
	





14








COMMERCIAL GUARANTY  



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

	 	 	 	 	 	 	 	 	 	 	 	 	***	 	 




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
	 	 	 	 	 
	Guarantor:	AMPHASTAR PHARMACEUTICALS, INC.

11570 Sixth Street

Rancho Cucamonga, CA 91730	 	 	 
	






AMOUNT OF GUARANTY.    The amount of this Guaranty is Unlimited. 


CONTINUING UNLIMITED GUARANTY.    For good and valuable consideration, AMPHASTAR PHARMACEUTICALS, INC. ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to BANK OF THE WEST ("Lender") or its order, in legal tender of the United States of America, the Indebtedness (as that term Is defined below) of INTERNATIONAL MEDICATION SYSTEMS,
LIMITED ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are
continuing.


INDEBTEDNESS GUARANTEED.    The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to Lender and is used
in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter Incurred or created, Including, without
limitation, all loans, advances, Interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any
present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others; or primarily or secondarily, or as guarantor or surety; whether recovery on the
Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy,
insanity, ultra vires, or otherwise. 


DURATION OF GUARANTY.    This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally
paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing.
Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of
this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new
Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or
due. This Guaranty will continue to bind Guarantor for all. Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of 







 



revocation,
including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after
Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created
both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal
representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty
of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from anyone or more Guarantors shall not affect the liability of any remaining
Guarantors under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of Borrower's
Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked In writing; and this Guarantor shall not, unless provided in this
Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the
Indebtedness guaranteed may from time to time be zero dollars ($0.00). 


GUARANTOR'S AUTHORIZATION TO LENDER.    Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand
and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to
Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or
more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail
or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with anyone or more of
Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the
Indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security
agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or
transfer this Guaranty in whole or in part. 


GUARANTOR'S REPRESENTATIONS AND WARRANTIES.    Guarantor represents and warrants to Lender that (A) no representations or agreements of
any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender;
(C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result In a default under any agreement or
other instrument binding upon Guarantor and do not result In a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the
prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon
Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in all material 


2







 



respects
and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition
since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation,
claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to
Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial
condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor
further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with
Borrower. 


GUARANTOR'S FINANCIAL STATEMENTS.    Guarantor agrees to furnish Lender with the following: 



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


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




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


GUARANTOR'S WAIVERS.    Except as prohibited by applicable law, Guarantor waives any right to require Lender to (A) make any
presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or
nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any person, including Borrower, before
proceeding against Guarantor; (C) proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (D) apply any payments or
proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law
governing such sale; (F) disclose any Information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or
(G) pursue any remedy or course of action in Lender's power whatsoever. 


Guarantor
also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person; (I) the
cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes
understood and intended by Guarantor and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other
guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statute of limitations in any action under this Guaranty or on the
Indebtedness; or (M) any modification or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment
of the Indebtedness is due and any change in the 


3







 



interest
rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. 


Guarantor
waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to
security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure
or otherwise. 


Guarantor
waives all rights and defenses that Guarantor may have because Borrower's obligation is secured by real property. This means among other things: (1) Lender may collect from Guarantor
without first foreclosing on any real or personal property collateral pledged by Borrower. (2) If Lender forecloses on any real property collateral pledged by Borrower: (a) the amount of
Borrower's obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) Lender may collect
from Guarantor even if Lender, by
foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor
may have because Borrower's obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or
726 of the Code of Civil Procedure. 


Guarantor
understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and
federal law. Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor further understands and
agrees that this Guaranty is a separate and independent contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all Indebtedness is
paid in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, or other person, and further, Guarantor waives any right to
participate in any collateral for the Indebtedness now or hereafter held by Lender. 


In
addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by
Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b),
or any successor provision of the Federal bankruptcy laws. 


GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.    Guarantor warrants and agrees that each of the waivers set forth above is made with
Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined
to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. 


COLLATERAL.    This Guaranty is secured by a Deed of Trust dated November 5, 2004, to a trustee in favor of Lender on real property
located in San Bernardino County, State of California. 


SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.    Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or
hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes Insolvent. Guarantor hereby expressly subordinates
any claim Guarantor may have against Borrower, upon any account, whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation
of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or 


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otherwise,
the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such
assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter
evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is
hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems
necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. 


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



Amendments.    This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty 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.    Guarantor 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 Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor 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. Guarantor also shall pay all court costs and such
additional fees as may be directed by the court. 


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


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


Choice of Venue.    If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles
County, State of California. 


Integration.    Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this
Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or Incurred by Lender as a result of any
breach by Guarantor of the warranties, representations and agreements of this paragraph. 


Interpretation.    In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than
one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and anyone or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and
transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact 



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by
itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty
may be found to be invalid or unenforceable. If anyone or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender
to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created
in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. 


Notices.    Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor,
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 mail postage prepaid, directed to the, addresses shown near the beginning of this Guaranty. All revocation notices by
Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices
under this Guaranty 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, Guarantor agrees to keep
Lender informed at all times of Guarantor's current address. Unless
otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. 


No Waiver by Lender.    Lender shall not be deemed to have waived any rights under this Guaranty 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 Guaranty
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 Guaranty. No prior waiver by Lender, nor any
course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender
is required under this Guaranty, 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 sale discretion of Lender. 


Successors and Assigns.    Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be
binding upon and inure to the benefit of the parties, their successors and assigns. 


Waive Jury.    Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other. 




DEFINITIONS.    The following capitalized words and terms shall have the following meanings when used in this Guaranty. 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 Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: 



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



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



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Guarantor.    The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation AMPHASTAR
PHARMACEUTICALS, INC. 


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


Indebtedness.    The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. 


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


Note.    The word "Note" means and includes without limitation all of the Borrower's promissory notes and/or credit agreements, whether now or
hereafter existing, 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 and/or credit agreements. 


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




EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS
EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".
NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED 4/14/05.



	GUARANTOR:	 	 	 
	 	 	 	 	 
	AMPHASTAR PHARMACEUTICALS, INC.	 	 	 
	 	 	 	 	 
	By:	/s/ JACK YONGFENG ZHANG
	 	By:	/s/ PETE LANGOSH

	 	Jack Yongfeng Zhang, President of

AMPHASTAR PHARMACEUTICALS, INC.	 	 	Pete Langosh, Secretary of

AMPHASTAR PHARMACEUTICALS, INC.




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Exhibit 10.19(b)