EXHIBIT 10(j)


                             GIVIGEST FIDUCIARIA SA

                                One Time Program

                          INVESTMENT BANKING AGREEMENT




     THIS  INVESTMENT BANKING AGREEMENT made this 27th day of March, 2000 by and
                                                  ----        -----
between:

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

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


 collectively  GIVIGEST  and  COMPANY  hereinafter referred to as "the parties".

                                   WITNESSETH:

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

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

     WHEREAS,  COMPANY  desires the advise and services of GIVIGEST in providing
investor  relations,  preparation  of  research  reports,  being  introduced  to
institutional  investors,  and  assist  in  a  private  placement,  and

     WHEREAS,  GIVIGEST  is  willing to accept COMPANY as a client and to assist
COMPANY  in  the  aforementioned  matters,

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


DEFINITIONS  AND  INTERPRETATIONS

1.     Captions  and  Section  Numbers

The headings and section references in this Investment Banking Agreement are for
convenience  or  reference only and do not form a part of this agreement and are
not  intended  to interpret, define or limit the scope, extent or intent of this
Investment  Banking  Agreement  or  any  provisions  thereof.

2.     Extended  Meanings


<PAGE>
The  words  "hereof",  "herein", "hereunder" and similar expressions used in any
clause,  paragraph or section of this agreement will relate to the whole of this
Investment  Banking Agreement and not to that clause, paragraph or section only,
unless  otherwise  expressly  provided.


3.     Number  and  Gender

In  this  Investment  Banking  Agreement,  words  importing the masculine gender
include  the  feminine  or  neuter  gender and words in the singular include the
plural,  and  vice-versa.

4.     Section  References  and  Schedules

Any  reference  to  a  particular  "article", "section", "paragraph"  or   other
subdivision  of  this  Investment  Banking  Agreement  and  any  reference  to a
schedule,  exhibit  or  addendum  by  name,  number  and/or letter will mean the
appropriate  schedule,  exhibit  or addendum attached to this Investment Banking
Agreement.


AGREEMENT

5.     Appointment

COMPANY  hereby  appoints  and  engages  GIVIGEST,  on  exclusive  basis, as its
investment banking and financial planning counsel for Europe, and hereby retains
and  employs  GIVIGEST  upon  terms  and  conditions  of this Investment Banking
Agreement.

GIVIGEST  accepts  such  appointment and agrees to perform the services upon the
terms  and  conditions  of  said  Investment  Banking  Agreement.

6.     Authority  and  Description  of  Services

During the term of this Agreement, CONSULTANT shall furnish various professional
services  and  advice  as  needed  and  as  specifically requested by Mr. Donald
Ochacher, President of COMPANY and/or a representative appointed by the Board of
Directors  of  COMPANY.  Said  professional  services and advice shall relate to
those  services,  items  and/or  subjects  described  in  Addendum "A", which is
attached  hereto  and  made  a  part  hereof  by  this  reference.

7.     Term  of  Agreement

This  agreement  shall  become  effective  on April 1, 2000 shall continue for a
period  of  one  year.

8.     Where  Services  Shall  Be  Performed

GIVIGEST  services shall be performed at the main office location of GIVIGEST in
Lugano  (Switzerland),  or  other  such  designated  location(s) as GIVIGEST and
COMPANY  agree  are  the  most  advantageous  for  the  work  to  be  performed.

<PAGE>

9.     Limitations  On  Release  Of  Information

The  parties  hereto recognize that certain responsibilities and obligations are
imposed  by  federal  and  state securities laws and by the applicable rules and
regulations  of stock exchanges, the National Association of Securities Dealers,
in  house  "due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly,  GIVIGEST  agrees  as  follows:

(a)     GIVIGEST  will  NOT  release  any financial or other information or data
about  COMPANY  that  has not previously been publicly disseminated, without the
consent  and  approval  of  COMPANY.

(b)     GIVIGEST  will  NOT conduct any meetings with financial analysts without
informing  COMPANY  in  advance of any proposed meeting, the format or agenda of
such  meeting  and allowing COMPANY to elect to have a representative of COMPANY
attend  such  meeting.

10.     Duties  Of  COMPANY

(a)     COMPANY  shall  supply GIVIGEST, on a regular and timely basis, with all
approved data and information about COMPANY, its management, its product and its
operations;  and COMPANY shall promptly advise GIVIGEST of any facts which would
affect  the  accuracy  of  any prior data and information previously supplied to
GIVIGEST  so  that  GIVIGEST  may  take  corrective  action.

(b)     COMPANY  shall promptly supply GIVIGEST with full and complete copies of
all  filings  with  all  federal  and  state  securities agencies; with full and
complete copies of all shareholder reports and communications; with all data and
information  supplied  to  any  analyst,  broker-dealer,  market maker, or other
member  of  the  financial  community;  and with all product/services brochures,
sales  material,  etc.

(c)     COMPANY  will  immediately  notify  GIVIGEST  if  it intends to make any
additional  private  or public offering of securities, including an S-8 or other
registered  offering,  a  Regulation S placement, or any other public or private
placement  or  distribution of its securities and give GIVIGEST a first right of
refusal  to  make such offering or placement upon the same terms and conditions.

(d)     COMPANY  will  immediately notify GIVIGEST at least 15 days prior to any
insider  selling  of  COMPANY'S  stock, an insider being defined as any officer,
director,  or  holder  of  five  (5)  per  cent or more of COMPANY'S outstanding
securities.

(e)     In  that  GIVIGEST  shareholders, officers, employees, and/or members of
their families may hold a position in and engage in transactions with respect to
COMPANY  securities and, in light of the fact that GIVIGEST imposes restrictions
on  such  transactions  to  guard  against  trading on the basis of material non
public  information,  COMPANY  shall  contemporaneously  notify  GIVIGEST if any
information  or  data being supplied to GIVIGEST has not been generally released
or  promulgated.

(f)     COMPANY  will  consult  with  GIVIGEST,  in advance, of its intention to
issue to COMPANY officers, directors,  employees, or consultants any new options
or  warrants  on its common stock In the event that GIVIGEST disagrees with such
issuance  and COMPANY carries through with the issuance, GIVIGEST shall have the
unilateral  right  to  terminate  this  agreement.


<PAGE>
(g)     Prior  to  this  agreement  becoming  effective, COMPANY will provide to
GIVIGEST  a  year  2000  budget and warrants that it will not materially deviate
from  such  budget without first consulting with GIVIGEST as to the propriety of
any  such  deviation.  In the event Company materially deviates from such budget
without  the  permission  of GIVIGEST, which shall not be unreasonably withheld,
GIVIGEST  shall  have  the  right  to  terminate this agreement and any unearned
portion  of  Compensation  provided  for  in Addendum A shall immediately become
fully  earned  as  liquidated damages for this breach. The aforementioned Budget
shall  be  attached  hereto  as  Addendum  B.

(h)     COMPANY  will  not  negotiate with or enter into any agreement with a US
investor   relations   group  or  US  investment  banking  group  without  prior
consultation  with  GIVIGEST,  will  allow   GIVIGEST  to  assist  in  any  such
negotiations,  and will give to GIVIGEST a first right of refusal to perform the
same  services  on terms equal to any proposed US investor relations group or US
investment  banking  group.

11.     Representations  And  Indemnification

(a)          In  that  GIVIGEST  relies on information provided by COMPANY for a
substantial  part  of  its  efforts,  COMPANY  represents  that said information
provided  by  COMPANY will be neither false nor misleading nor will COMPANY fail
to  disclose  information  necessary  to make the other information provided not
misleading.

(b)          COMPANY  shall be deemed to make a continuing representation of the
accuracy  of  any and all material facts, materials, information, and data which
it  supplies  to  GIVIGEST  and COMPANY acknowledges its awareness that GIVIGEST
will  rely  on  such continuing representation in disseminating such information
and  otherwise  performing  its  investment  banking  functions.

(c)          GIVIGEST,  in  the  absence of notice in writing from COMPANY, will
rely  on  the  continuing  accuracy  of       materials,  information,  and data
supplied  by  COMPANY.

(d)     COMPANY  hereby  agrees  to hold harmless and indemnify GIVIGEST against
any  claims, demands, suits, loss, damages, liabilities and expenses arising out
of GIVIGEST's reliance upon the instant accuracy and continuing accuracy of such
facts,  materials,  information, and data, unless GIVIGEST has been negligent in
performing  its  duties  and  obligations  hereunder.

(e)     GIVIGEST  hereby  agrees  to hold harmless and indemnify COMPANY and its
officers  and  directors  against  any  claims,  demands,  suits,  loss, damage,
liabilities and expenses incurred which arise out of the services to be provided
by GIVIGEST to COMPANY, but only to the extent that such claims, demands, suits,
loss,  damage,  liabilities and expenses shall arise out of or be based upon any
untrue  statement or alleged untrue statement of a material fact made or absence
to  disclose  a  material  fact  by  GIVIGEST in the offer and sale of COMPANY'S
securities.

(f)     COMPANY  shall  cooperate  fully  and  timely  with  GIVIGEST  to enable
GIVIGEST  to  perform  its  duties  and  obligations  under  this  agreement.

(h)     COMPANY  represents  and  warrants  that  it  will  provide  to GIVIGEST
evidence  of  its  present  capital  structure,  including  authorized   shares,
outstanding  shares,  outstanding warrants, outstanding options, and outstanding
convertible  securities  prior  to this agreement becoming effective and further
warrants that it is not negotiating or discussing the issuance of any additional
warrants,  options,  or  shares,  common  or otherwise, nor any repricing of any
existing equity linked securities, except as specifically disclosed to GIVIGEST.
Such  Document  of  Capital  structure  shall  be  attached hereto as Addendum C

(i)     The  execution  and  performance of this Investment Banking Agreement by
COMPANY  has  been  duly  authorized  by  the  Board  of Directors of COMPANY in
accordance  with  applicable  law, and, to the extent required, by the requisite
number  of  shareholders  of  COMPANY.

(j)     The  performance  by  COMPANY  of  this  Agreement  will not violate any
applicable  court  decree  or  order, law or regulation, nor will it violate any
provision  of  the  organizational  documents  and/or  bylaws  of COMPANY or any
contractual  obligation  to  which  COMPANY  may  be  bound.

<PAGE>

12.     Compensation

(a)        For  its  Investment Banking  services, COMPANY shall make payment to
GIVIGEST  according  to  the  terms  and  conditions  set forth in Addendum "A".

(b)      All  moneys  payable hereunder shall be in U.S. funds and drawn on U.S.
banks.

(c)     For  all  services not within the scope of this agreement, COMPANY shall
pay  to  GIVIGEST  such fee(s) as, and when, the parties determine in advance of
performance  of  said  special  services,  provided  COMPANY  has agreed to said
special  services  in  advance.

13.     Billing  And  Payment

Any Fees or expense reimbursements shall by paid by wire within three days after
COMPANY  has  received  a  billing  for  the  services  or documentation for the
reimbursements.  Any  monthly fees will be paid by wire by the tenth day of each
month.  Billing  and payments for any special services shall be agreed on a case
by  case  basis.

14.     GIVIGEST  As  An  Independent  Contractor

GIVIGEST  shall provide said services as an independent contractor and not as an
employee  of COMPANY nor of any company affiliated with COMPANY. GIVIGEST has no
authority  to  bind  COMPANY  or  any  affiliate of COMPANY to any legal action,
contract, agreement, or purchase and such action can not be construed to be made
in  good  faith  or  with  the  acceptance of COMPANY, thereby becoming the sole
responsibility  of  GIVIGEST.  GIVIGEST is not entitled to any medical coverage,
life  insurance,  savings plans, health insurance, or any and all other benefits
of  afforded  COMPANY  employees.  GIVIGEST  shall be solely responsible for any
Federal  State  or Local Taxes; and should COMPANY for any reason be required to
pay  taxes  at  a  later  date,  GIVIGEST  shall  insure such payment is made by
GIVIGEST  and  not  COMPANY.  GIVIGEST  shall  be  responsible  for  all workers
compensation  payments  and  herein  holds COMPANY harmless for any and all such
payments  and  responsibilities  related  hereto.

15.     GIVIGEST  Not  to  engage  in  Conflicting  Activities

During  the  term of this agreement, GIVIGEST shall not engage in any activities
that  directly  conflicts   with   the  interests  of  COMPANY.  COMPANY  hereby
acknowledges  notification  by  GIVIGEST  and understands that GIVIGEST does and
shall  represent  and  service  other  multiple clients in the same manner as it
does  COMPANY,  and  that  COMPANY  is  not  an  exclusive  client  of GIVIGEST.

16.     Proprietary  Information

GIVIGEST  shall  treat  as  proprietary  any and all information, not previously
publicly  disclosed,  belonging to COMPANY, its affiliates, or any third parties
and disclosed to GIVIGEST in the course of the performance of GIVIGEST Services.

<PAGE>
17.     Inside  information  -  Securities  Violations

In  the course of the performance of this agreement it is expected that specific
sensitive  information  concerning  the  operations  of  COMPANY business and/or
affiliate  companies  shall be divulged to GIVIGEST. In such event GIVIGEST will
not divulge, discuss, or otherwise reveal such information to any third parties.

18.     Disclosure

GIVIGEST shall disclose any outside activities or interests, including ownership
or  participation  in  the development of prior inventions, that conflict or may
conflict  with  the  best  interests  of COMPANY. It is mutually understood that
prompt  disclosure  is required under this paragraph if the activity or interest
is related directly or indirectly, to any activity that GIVIGEST may be involved
with  on  behalf  of  COMPANY.

19.     Warranty  Against  Contemplation  of  Agreement  For  Related  Corrupt
Practices

GIVIGEST  represents   and   warrants  that  all  payments  and  other  valuable
consideration  paid  or to be paid under this agreement constitutes compensation
for  services  rendered  that  this  agreement;  all payments and other valuable
considerations  and  the  use  of those payments and valuable considerations are
non-political in nature; and that said payments and valuable considerations will
not  be  used  to  influence,  sway  or bribe any government or municipal party,
either  domestic  or  foreign,  in  any  way.

20.     Conditions  Precedent  to  Performance  by  GIVIGEST

Prior  to GIVIGEST being required to perform any duties or obligations agreed to
under  the  agreement,  COMPANY  shall  have  satisfied the following conditions
precedent:

(a)     Perform  any  Duties  under  Section  10  above  or  Representations  or
warranties  under  Section  11  above that are to be performed prior to GIVIGEST
undertaking  its  obligations  and  duties.

(b)     Provide  evidence reasonably satisfactory to GIVIGEST that Company's key
executives  have  agreed  to  enter  into  one  year  employment  agreements.

(c)     Provide  evidence that COMPANY is using its best efforts to  acquire a D
&  O  Insurance  having  a  minimum  combined  limits  of  $2,500,000.

(d)     Reserve  a  minimum  of  one  seat  on  the  Board  of  Directors  for a
representative  of  GIVIGEST  reasonably  acceptable  to  the Board, if and when
GIVIGEST requests such an appointment, such director(s) to sit until resignation
or  replacement  by  the  shareholders  of  COMPANY.

(e)     COMPANY  shall  have reached a repricing of the COMPANY's 7% Convertible
Notes  due  2003  reasonably  acceptable  to  GIVIGEST.

21.     Severability

If  any provision of this agreement shall be held to be contrary to law, invalid
or  unenforceable  for any reason, the remaining provisions shall continue to be
valid  and enforceable. If a court finds that any provision of this agreement is
contrary to law, invalid or unenforceable and that by limiting such provision it
would  become  valid  and enforceable, then such provision shall be deemed to be
written,  construed,  and  enforceable  as  so  limited.

22.     Termination  of  Agreement


<PAGE>
This Investment Banking Agreement may not be terminated by either party prior to
the  expiration  of  the  term provided in Paragraph  8 above except as follows:

(a)     Upon the bankruptcy or liquidation of the other party, whether voluntary
or  involuntary,

(b)     Upon  the  other  party taking the benefit of any insolvency law, and/or

(c)     Upon  the  other party having or applying for a receiver appointment for
either  party.

(d)     Upon  the  discovery  of  false,  misleading,  or  fraudulent
misrepresentations by either party or the breach of any warranty, representation
of  covenant  contained  herein  by  either  party.

(e)          In the event COMPANY fails or refuses to cooperate with GIVIGEST or
fails  or  refuses  to  make  timely payment of the compensation set forth above
and/or  in  Addendum  "A".  In  such  a  case,  GIVIGEST shall have the right to
terminate  any  further  performance under this agreement and upon, notification
thereof,  all  earned  compensation  shall  become  immediately due and payable.

(f)          In  the  event of any breach of any other section of this agreement
which provides for termination, including but  not limited to Sections 10(f) and
10(g).

23.     Attorney  Fees

In  the  event  either  party  is in default of the terms and conditions of this
Investment  Banking  Agreement  and  legal
action  is  initiated  or  suit  be  entered  as a result of such a default, the
prevailing  party  shall  be  entitled  to  recover  all  costs
incurred  as  a  result of such default including all costs, reasonable attorney
fees,  expenses,  court  costs  through  trial,
appeal  and  to  final disposition (if applicable), and all costs of arbitration
provided  for  herein.

24.     Return  Of  Records

Upon  termination  of  this  agreement,  GIVIGEST shall deliver all of Company's
records,  notes,  data,  memorandum,
models  and  equipment  of  any  nature  that  are  in  the control of GIVIGEST.

25.     Miscellaneous

(a)          Effective  date  of representations shall be no later than the date
of  the  signing  of  this  agreement  by  both  parties.

(b)     Currency:  in all instances, references to dollars shall be deemed to be
United  States  Dollars

26.     Notices


<PAGE>
All  notices  hereunder  shall  be  in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section  may  be given and shall be given by either personal delivery, certified
mail,  express  mail or other national overnight courier services. Notices shall
be  deemed  given  upon the earlier or actual receipt or three (3) business days
after being mailed or delivered to such courier service. Any notices to be given
hereunder  shall  be  effective if executed by and sent by the attorneys for the
parties  giving  such notice; and in connection therewith, the parties and their
respective  counsel  agree  that  in  giving  such  notice,   such  counsel  may
communicate  directly  in  writing  with such parties to the extent necessary to
give such notice. Any notice required or permitted by this agreement to be given
shall  be  given  to  the  respective  parties  at  the  following  addresses:

GIVIGEST:
GIVIGEST  FIDUCIARIA  SA
Corso  Elvezia  4,
CH-6901  Lugano,  Switzerland
Telephone:     +4191-921-5600
Fax:          +4191-921-5606

COMPANY:
AIR  PACKAGING  TECHNOLOGIES,  INC.
25260  Rye  Canyon  Road,
Valencia,  California,  USA
Telephone     1-661-294-2222
Fax:          1-661-294-0947


27.     Time  Is  Of  The  Essence

Time  is  hereby  expressly  made  of  the  essence  of  this Investment Banking
Agreement  with  respect  to  the performance by the parties of their respective
obligations  hereunder.

28.     Inurement

This  Investment  Banking Agreement shall enure to the benefit of and be binding
upon  the  parties hereto and their respective heirs, executors, administrators,
personal  representatives,  successors, assigns and any addenda attached hereto.

29.     Entire  Agreement

This  Investment Banking Agreement contains the entire agreement  of the parties
and  may  be  modified  or  amended only by agreement, in writing, signed by the
party  against  whom enforcement of any waiver, change, amendment, modification,
extension  or discharge is sought. It is declared by both parties that there are
no  oral  or  other  agreements  or  understanding  between  them affecting this
Investment  Banking  Agreement  or  relating  to  the business of GIVIGEST. This
agreement  supersedes  all  previous  agreements  between  GIVIGEST and COMPANY.

30.     Applicable  Law

This Agreement is executed pursuant to and shall be interpreted and governed for
all  purposes  by  the  laws  of  the  State of Ticino. If any provision of this
Investment  Banking  Agreement is declared void, such provisions shall be deemed
severed  from  this  agreement,  which  shall otherwise remain in full force and
effect.  Any controversy or claim arising out of, relating to this agreement, or
the  breach  thereof,  shall  be  settled by arbitration in the Lugano District,
Ticino  in  accordance with the rules then promulgated by said Courts, the Court
shall  appoint an arbitrator, and judgment upon award rendered may be entered in
the  courts  of  the   Lugano  District,  Ticino   or  any  other  court  having
jurisdiction,  which  award  and/or judgment shall include reasonable attorney's
fees.

<PAGE>


31.     Acceptance  by  GIVIGEST

This  Investment  Banking Agreement is not valid or binding upon GIVIGEST unless
and  until  executed by the President or other duly authorized executive officer
of  GIVIGEST  at  its  home  office  in  Lugano,  Switzerland.


32.     Non-waiver

The  failure  of either party at any time to require any such performance by any
other  part  shall  not  be  construed as a waiver of such right to require such
performance  and  shall  in  no  way  affect  such party's right to require such
performance  and  shall  in  no  way  affect  such party's right subsequently to
require  full  performance  hereunder.

33.     Execution  In  Counterparts

This  agreement  may  be  executed in counterparts, not withstanding the date or
dates upon which this agreement is executed and delivered by any of the parties,
and  each shall be deemed to be an original and all of which will constitute one
and  the  same  agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands in execution of this
agreement.

For  and  on  behalf  of:                         For  and  on  behalf  of:

COMPANY                                      GIVIGEST

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

By     /s/  Donald  M. Ochacher               By      /s/ Claudio Gianascio
       ------------------------                      ----------------------
       Donald  M.  Ochacher                          Claudio  Gianascio
       President                                     President

Date  Signed  3/27/2000                       Date  Signed  3/31/00
              ---------                                     -------





<PAGE>
                             GIVIGEST FIDUCIARIA  SA
                                One Time Program
                          INVESTMENT BANKING AGREEMENT

                                  Addendum "A"



A.     SPECIFIC  SERVICES

10     Act  as  an  investor relations contact in Europe, such information as is
approved  by  COMPANY,  responding  to  shareholders  requests, and coordinating
shareholder  communication  with COMPANY. One of GIVIGEST's representatives will
be in charge of answering a dedicated telephone line and dedicated email address
and  coordinate  with  COMPANY all shareholders' questions by telephone, fax, or
email.  GIVIGEST  will  advise  COMPANY  on the construction and management of a
corporate  website.  All  costs  of construction and management shall be paid by
COMPANY.

20     Coordinate  with  and  advise COMPANY on the appointment of a US investor
relations  group  and/or  Investment  Banking  group.

30     Coordinate  the  preparation  of  research  reports  on  COMPANY  and its
activities.  An  initial  research  report  will  be  issued  by  GIVIGEST to be
distributed to GIVIGEST's customers and associates as well as COMPANY's existing
shareholders,  if  appropriate.  All  costs  for  printing  and  mailing will be
pre-approved  and  paid  for  by  COMPANY.

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

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

60     Introduce  COMPANY  to  additional  market  makers and brokerage firms to
broaden  its  base  of  investors.

70     Introduce  COMPANY  to  one or more individuals who would have education,
talents, or business experience that could bring additional breadth to the Board
of  Directors.

80     During  the  term  of  this  agreement,  use its best efforts, based upon
market  conditions,  to  raise  up  to  $2.5  million  in  additional capital or
convertible  debt at terms to be fixed according to market conditions. As a part
thereof,  GIVIGEST  will  ,on a firm basis, raise $250,000 within one month from
the  execution  of  this  agreement  upon  terms  to be agreed and assuming that
COMPANY  will  have  an immediate need for such funds to finance the purchase of
equipment  and  inventory for a substantial new order that COMPANY has indicated
should  be  received  shortly.

B.     COMPENSATION

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

20     A  monthly retainer of $5,000 payable, in advance, by the last day of the
previous  month  beginning  March  31,  2000.

<PAGE>

30     100,000  shares of the common stock of COMPANY, upon the execution of the
agreement,  to  be  issued  in  the  name  of  GIVIGEST and delivered as soon as
practicable,  said  shares to be issued as "restricted shares" and to carry upon
them the normal restrictive legend which prohibits their sale or transfer in the
absence  of  a  registration  statement  covering  the same or an exemption from
registration  being  applicable  to  the  shares  and  transaction.

40     250,000  warrants  to purchase the common stock of COMPANY upon execution
of  the  agreement. Each warrant shall entitle the holder to purchaser one share
of the common stock of COMPANY at a determined price (see below) for a period of
three  years  from  the  ending  day  of  the  month  in which this agreement is
executed

50     250,000 additional warrants on the same terms as II(4) above on the basis
of  one  warrant  for  every  $10  raised  pursuant  to  I.(8)  above.

60     The  price at which the aforementioned warrants are to be issued shall be
a  fixed  price  which  shall equal the average of the closing bid prices of the
Company's  common  stock  for the twenty-five trading days prior to execution of
this  agreement,  but  not  less  than  $0.50  per  share

70     A  Finder's  fee equal to ten percent (10%) of all funds raised on behalf
of  COMPANY  by  GIVIGEST  during  the  term  of  this  agreement.

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

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

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

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



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

COMPANY                                      GIVIGEST

AIR  PACKAGING  TECHNOLOGIES,  INC.          GIVIGEST  FIDUCIARIA  SA

a  US  Company                               a  Swiss  Company

By     /s/  Donald  M. Ochacher               By   /s/ Claudio Gianascio
       ------------------------                    ----------------------
       Donald  M.  Ochacher                       Claudio  Gianascio
       President                                  President