EXHIBIT 10(i)

                             GIVIGEST FIDUCIARIA SA

                                ONE TIME PROGRAM

                          INVESTMENT BANKING AGREEMENT



     THIS INVESTMENT BANKING AGREEMENT made this 13th day of August, 1999 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

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

     WHEREAS,  COMPANY  desires  to  place a private placement of 7% Convertible
Debentures  to  institutional  and  accredited  investors  as  more particularly
described  in  Addendum  "B",  attached  hereto,  and

     WHEREAS,  GIVIGEST  is  willing  to  accept COMPANY as a client; and assist
COMPANY  to  place  the  above  mentioned  private  placement,

     WHEREAS,  GIVIGEST  is  a  company  under  the laws of the State of Ticino,
Country  of  Switzerland  and,  through  its  financial  and  investment banking
functions,  makes  venture  capital investments on behalf of itself and clients;
and

     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.

<PAGE>


2.     EXTENDED  MEANINGS

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 a non-exclusive basis, as its
investment banking and financial planning counsel for Switzerland and Italy, 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.     FIRST  ENGAGEMENT

COMPANY  engages  GIVIGEST  to  place  the  private  placement,  as described on
Addendum "B", to prospective investors as further described below and subject to
the  further  provisions  of  this  Investment  Banking  Agreement.

 GIVIGEST  hereby  accepts said engagement and COMPANY as a client and agrees to
provide  the  services  as  further  described  below and subject to the further
provisions  of  this  Investment  Banking  Agreement.

7.     AUTHORITY  AND  DESCRIPTION  OF  SERVICES

During  the  term of this Agreement, GIVIGEST shall furnish various professional
services.  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,  and/or  as  follows:

8.     TERM  OF  AGREEMENT

This  agreement  shall become effective upon execution hereof and shall continue
thereafter  through  and  including  October  15,  1999 or in case of paragraphs
10,11,12(d),12(e),17,18,23,24,26,  and  30 so long as any of the debentures that
are  to  be  offered  to  the  private  placement  are  outstanding.

<PAGE>
9.     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.


10.     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.

11.     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

(3)       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, if reasonably possible, give
GIVIGEST  a  first  right of refusal to make such offering or placement upon the
same  terms  and  conditions.

(4)       COMPANY will immediately notify GIVIGEST at least 30 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 cause the outstanding common shares to be reverse split on
a  1  new  share  for  10 old share basis no sooner than October 15, 1999 and no
later  than  December  31,  1999.

(g)     COMPANY  will  cause  DTC  sheets to be provided to GIVIGEST on a weekly
basis  and  will  pay  all  costs  thereof.

(h)     COMPANY  will provide GIVIGEST, at no cost, a quarterly shareholder list
and,  in  addition  will  provide  a  list  anytime  the  shareholdings  of  any
shareholder  holding  5%  or  more  of  COMPANY'S  shares  is  transferred.

<PAGE>
(i)     COMPANY  will  notify GIVIGEST, in advance, of its intention to issue to
COMPANY  officers,  directors,  employees,  or  consultants  any  new options or
warrants  on  its  common  stock.

12.     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 by GIVIGEST
in  the  offer  and  sale  of  COMPANY'S  debentures.

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

(g)     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.

(h)     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.


13.     COMPENSATION

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

(2)      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.

<PAGE>
14.     BILLING  AND  PAYMENT

Finder's  Fees will by paid by wire within three days after COMPANY has received
the  funds  from  any  sale of its securities under this agreement.  Billing and
payments  for  any  special  services  shall  be agreed on a case by case basis.

15.     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.

16.     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.

17.     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.

18.     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.

19.     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.

20.     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.

<PAGE>
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

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.

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

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

(2)     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:     +4191-921-1821
     Fax:           +4191-921-1823

     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.

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.

<PAGE>
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.

34.           Costs

All  costs  and  expenses incurred in the preparation of this agreement shall be
borne  solely  by  COMPANY.


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

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

<PAGE>


                             GIVIGEST FIDUCIARIA  SA
                                ONE TIME PROGRAM
                          INVESTMENT BANKING AGREEMENT

                                  ADDENDUM "A"



SPECIFIC  SERVICES

1.          GIVIGEST  agrees to use its efforts to place COMPANY's $2,000,000 7%
Convertible Debentures (hereinafter "Debentures"), as described on Addendum "B".

2.          GIVIGEST  commits  to  place $1,500,000 of COMPANY's Debentures on a
firm  basis,  as  that  term  is  commonly  used.

3.          GIVIGEST  will  use its best efforts to place the remaining $500,000
of  COMPANY's  Debentures.

4.          GIVIGEST commits to place the first $500,000 of COMPANY's Debentures
no  later  than  August  13,  1999.

5.          GIVIGEST   commits   to  place  the  next  $1,000,000  of  COMPANY's
Debentures  no  later  than  September  15,  1999.

6.          GIVIGEST  will  use its best efforts to place the remaining $500,000
of  COMPANY's  debentures  no  later  than  October  15,  1999.


COMPENSATION

10%  commission  on  all  funds  received  by  COMPANY  through  the sale of the
Debentures  subject  to this agreement, including but not limited to the sale of
the  aforementioned debentures by GIVIGEST directly,  received from investors or
subscribers  presented  by  GIVIGEST,  or  received  from  persons related to or
referred  by  any  such  investor  or  subscriber.



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

<PAGE>


                             GIVIGEST FIDUCIARIA  SA
                                ONE TIME PROGRAM
                          INVESTMENT BANKING AGREEMENT

                                  ADDENDUM "B"


DESCRIPTION  OF  DEBENTURES

1.          4 year 7% Convertible Debentures of Air Packaging Technologies, Inc.

2.          Conversion  Price
a.  Convertible  into  common  stock  of  COMPANY at anytime within two years of
issue  date  at  $0.15  per  share.
b.  Convertible into common stock of COMPANY at anytime between the first day of
the  third  year  and  the last day of the fourth year after issue date at $0.25
c.  Conversion feature expires at 12:00 midnight Los Angeles, California time on
the  last  day  of  the  fourth  year  after  the  issue  date.

3.          Payable  in  full,  if not converted, upon surrender of debenture to
COMPANY  no  sooner  than  the  first  day  of  the fifth year after issue date.

4.          Interest
a.   Payable  annually  in  arrears.
b.  Payable, at the option of holder, in unregistered common stock of COMPANY at
a  20% discount to the average bid price of COMPANY's common stock during the 30
business  days  immediately prior to payment date, if COMPANY is notified of the
election  a  minimum  of  15 days prior to the payment date.  For the purpose of
this  paragraph  the  "payment date" is defined as the 365th day from the issue
date or  the  last  payment  date,  as  applicable.
c.  At  COMPANY's  option,  COMPANY may choose to register said dividend shares.
In  such  event,  the  dividend  shall  be  payable  at the average bid price of
COMPANY's  common  stock  for  the 30 business days immediately prior to payment
date.  If  COMPANY chooses this option, it will use its best efforts to register
the  dividend  shares  as  soon  as  practicable  after  payment  date.
D.  Notwithstanding  anything  to  the contrary, the minimum price to be used to
compute  the  number  of  shares  to  be  issued  as  a dividend shall be $0.15.

5.          Issuance  of  Debentures

a.  The  Debentures will be issued in the names and denominations as directed by
GIVIGEST,  provided,  that COMPANY shall be entitled to request information from
GIVIGEST  concerning  any purchaser and approve any purchaser of the Debentures,
which  approval  shall  not  be  unreasonably  withheld  or  delayed.

REGISTRATION  RIGHTS  AND  OTHER  FEATURES

1.          Registration  Rights

a.  Company  will  use  its  best  efforts  to  file  a registration with the US
Securities  and Exchange Commission within 30 days of this agreement to register
the  debentures  and  the  underlying  common  shares  upon  conversion.


<PAGE>
b.  Company  will  use  its best efforts to cause said registration statement to
become  effective by December 31, 1999 and will use its best efforts to maintain
said  registration  until 6 months after the conversion of all of the debentures
or  the  expiration  of  the  conversion  rights,  whichever  comes  first.

2.  Other  Features

a.  The  minimum  amount  of debentures that can be converted at any time by any
debenture  holder  shall  be  $100,000.

b.  Debentures  shall  be  senior  in preference to all other debentures whether
presently  outstanding  or  issued in the future unless unanimously agreed to by
the  debenture  holders  in  the  particular  case.

SUBSCRIBERS  &  EXEMPT  PLACEMENT

a. The aforementioned debentures shall be offered by GIVIGEST only to accredited
institutions and individuals as that term is defined under the Securities Act of
1933  and  the  rules  promulgated thereunder (hereinafter "The Act")and only to
institutions  and  individuals  which  acknowledge  that  they are acquiring the
Debentures  with  an  investment  intent  and  not  with a view to resale unless
registered.

b.  The  Debentures  will  be  offered  and  sold  pursuant to an exemption from
registration  under  The  Act  and,  as such, both the Debentures and the common
shares  issued  upon conversion will be issued with a restrictive legend and may
not  be resold, hypothecated, or transferred within the US or to a US person, as
that  term  is  defined under The Act, unless and until a registration statement
covering  the debentures and underlying shares is in effect or an exemption from
registration  for  said  sale,  hypothecation, or transfer is applicable to said
action.




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