Exhibit 10.8
Transform Pack International, Inc.
Form 10-KSB 2001
File No. 000-31727

        TILIA / TRANSFORM PACK EXCLUSIVE SUPPLY AGREEMENT

This    TILIA-TRANSFORM   PACK   EXCLUSIVE    SUPPLY    AGREEMENT
("Agreement")  is  entered into as of April 1,  2001  ("Effective
Date") by and between the Parties,

       Tilia   International,  Inc.  ("Tilia"),  a  Cook   Island
corporation, having a place of business at 568 Howard Street, San
Francisco, California, USA, 94105

                               And

       Transform   Pack  Inc.  ("Transform  Pack"),  a   Canadian
corporation  having  a place of business at 310  Baig  Boulevard,
Moncton, New Brunswick, Canada EIE IC8,

And the parties agree as follows:

                            ARTICLE I

                           BACKGROUND

1.1   Tilia  is  engaged  in the business  of  developing  vacuum
technology for food preservation ("Vacuum Technology").

1.2  Tilia desires to engage the services of Transform Pack as  a
manufacturer of spice films ("Spice Films").

1.3   Transform  Pack  desires to provide the manufactured  Spice
Films to Tilia.

                            ARTICLE 2

                           DEFINITIONS

2.1    "Information"   means  formulas,   materials,   protocols,
drawings, specifications, samples, models, processes, procedures,
instructions, technology, data, reports, and all other  technical
or commercial information, data and documents.

2.2   "Confidential Information" means all Information  disclosed
to  one  Party  by the other Party relating to Vacuum  Technology
and/or  Spice  Film  Manufacture, as well  as  any  other  matter
relating  to  the  business of Tilia, provided  the  material  is
clearly marked "Confidential."

2.3  "Territory" means worldwide.

2.4   "Field of Use" means the worldwide retail sales of finished
Spice Films in a retail package.

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2.5  "Spices" means spices and spice blends as specified by Tilia
and  agreed to by Transform Pack and purchased by Transform  Pack
from  third  party  suppliers as specified by Tilia  for  use  by
Transform  Pack in fulfilling Transform Pack's obligations  under
this Agreement.

2.6   "Packaging Film" shall mean custom pre-printed plastic film
or  other  custom packaging material as specified by  Tilia  that
complies  with the specifications and requirements  of  Transform
Pack.

2.7   "Spice  Films"  means the product  using  Transform  Pack's
technology  in  meeting  the specifications  of  both  Tilia  and
Transform  Pack, which technology, includes but not  limited  to,
Transform   Pack's   latest   modifications,   improvements   and
technology,  and  all  of  Transform Pack's  related  technology,
including,  but  not  limited  to,  technology  relating  to  the
affixing  of  the  Spices to films and packaged  ready  for  sale
and/or distribution by Tilia or its designee to the Field of Use.

2.8  "Spice Film Application Process" means all work conducted by
Transform  Pack  for Tilia under this Agreement  using  Transform
Pack's  technology, including but not limited to Transform Pack's
latest   application,  modifications,  improvements   and   other
technology to manufacture Spice Films.

                            ARTICLE 3

           SCOPE OF WORK AND EXCLUSIVE GRANT TO TILIA

3.1  The exclusive rights and services provided by Transform Pack
for  Tilia for the Field of Use include (1) the use of the  Spice
Film  Application Process to facilitate the purchase of  finished
Spice  Film for the purpose of resale and marketing and  (2)  any
other services related to the business of Tilia, as requested  by
Tilia and agreed to by Transform Pack.

3.2  Transform Pack hereby grants to Tilia the exclusive right to
sell,  offer to sell, use and distribute Spice Films in the Field
of  Use for the Territory.  During the period that this Agreement
is  exclusive, Transform Pack shall not sell, offer to sell, use,
or  distribute,  or  allow third parties to  do  the  same  using
Transform Pack technology, any product in the Field of  Use  that
includes  a spice or spices or Spices affixed to a film or  other
flat carrier material.

3.3   Transform Pack shall maintain reasonable records concerning
the  performance of this Agreement as directed by Tilia from time
to time and in accordance with industry standards.

3.4   Upon  written agreement by the Parties, Transform Pack  may
produce  Spice Films for others for the Field of Use upon payment
of  a  royalty or license fee, or both, to be paid to Tilia at  a
rate  and period agreed to by the Parties. Tilia may provide such
a written agreement at its sole discretion.

                            ARTICLE 4

                          COMPENSATION

4.1  (a)   For the exclusive rights granted by Transform Pack  to
     Tilia  under this Agreement, Tilia will compensate Transform
     Pack  in  accordance with this Agreement  and/or  any  other
     agreed  price  formula  agreed to  between  the  parties  in
     accordance  with  purchase  orders  placed  by  Tilia   with
     Transform Pack from time to time.

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     (b)   The  Tilia  purchase order will  show  the  price  and
     quantity  required  and the production of  the  Spice  Films
     shall  be  in accordance with any agreed to time-table  that
     shall  be  subject  to quality control standards  and  other
     specifications acceptable to both parties.

4.2   In  exchange  for  the exclusive rights  granted  to  Tilia
hereunder,  Tilia shall purchase Spice Films from Transform  Pack
in  an  amount at or in excess of an Annual Minimum,  the  Annual
Minimum  being  one  and  three-quarter  million  dollars  ($1.75
million)  in  Year 1, three and one-half million  dollars  ($3.50
million) in Year 2, and five and one-half million dollars  ($5.50
million)  in  Year  3.   The  Annual  Minimum  requirement  shall
commence  with  the date of receipt of the first order  of  Spice
Films  by Tilia.  Accordingly the First Annual Year Period  shall
extend  for one year from said first date of receipt by Tilia  of
the  first  order of Spice Films. Subsequent Annual Year  Periods
shall  extend  from the expiration of the prior  one-year  Annual
Period.

4.3  In the event that Tilia does not meet the Annual Minimum  in
any  Annual Year Period, Tilia may maintain its exclusive  rights
hereunder upon making a cash payment of twenty-five percent (25%)
of  the  difference outstanding between the amount  purchased  by
Tilia  in the Annual Year Period and the Annual Minimum for  that
year.

4.4  Stand By Letter of Credit: In order to assist Transform Pack
in  the advance purchase of Spices and Packaging Film, Tilia will
establish a Standby Letter of Credit to be used by Transform Pack
in  obtaining  its  own  loan to purchase advance  quantities  of
custom Spices and Packaging Film.

                            ARTICLE 5

                    PRODUCTION OF SPICE FILMS

5.1  Lead Time. 60-day lead time required on all orders, up to  5
million - 6" x 8" sheets per month.

5.2   Technology. Transform Pack shall offer to Tilia the use  of
Transform Pack technology, including any developments, and  later
modifications  and improvements available for making  the  Spices
Films.  By way of example, Transform Pack is presently developing
a  dissolvable film for use with the Spice Film and  this  newest
technology  shall  be made available to Tilia through  the  Spice
Film  Application Process in the event that such process  becomes
commercial viable.

5.3  Inventory Insurance. Transform Pack shall purchase insurance
against  loss  for any inventory purchase by Transform  Pack  for
work under this Agreement.

5.4  Product Liability Insurance. Transform Pack shall maintain a
product liability insurance policy naming both Transform Pack and
Tilia  as  insureds. The insurance policy shall be in  an  amount
sufficient  to  meet any potential claim against either  or  both
Transform  Pack and Tilia, but not less than two million  dollars
per  occurrence, and with a deductible that is reasonable for the
Field  of  Use. The policy shall not be modified or cancelled  by
Transform Pack without notice to Tilia. Transform Pack shall make
this  and  all  other required insurance policies  available  for
Tilia's inspection.

Notwithstanding the purchase of product liability  insurance,  it
is  understood  that Transform Pack shall not be responsible  for
any errors or omissions with respect to (1) the identification of
the contents on the Packaging Film or (2) errors in the Spice mix
preparation,  except for Packaging Film or Spice mix  preparation
which  were furnished or specified at least in part by  Transform
Pack.

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                            ARTICLE 6

                 REPRESENTATIONS AND WARRANTIES

6.1   Transform Pack represents and warrants that Transform  Pack
has  the  right  to enter into this Agreement, to carry  out  its
obligations under this Agreement.

6.2  Tilia represents and warrants that it has the right to enter
into  this  Agreement,  to carry out its obligations  under  this
Agreement

6.3   Transform  Pack represents and warrants that a  responsible
agent  for Transform Pack has read this Agreement and understands
the contents of this Agreement.

6.4   Tilia represents and warrants that a responsible  agent  of
Tilia  has  read this Agreement and understands the  contents  of
this Agreement.

6.5  Transform Pack represents and warrants that any process that
it  uses to manufacture the Spice Films does not infringe upon or
misappropriate  the  intellectual property rights  of  any  third
party.

6.6   Product Warranties. Transform Pack represents and  warrants
to  Tilia  that all Spice Films supplied in connection with  this
Agreement  shall  be  of merchantable quality,  for  the  purpose
intended by this Agreement and free from defects in material  and
workmanship and shall be manufactured and provided in  accordance
and  conformity  with the specifications and in  compliance  with
this  Agreement and the purchase order issued by Tilia. Transform
Pack  represents  and  warrants that it  shall  comply  with  all
present  and  future statutes, laws, ordinances  and  regulations
relating  to  the manufacture and supply of Spice Films  provided
hereunder, including, without limitation, those enforced  by  the
United  States  Food  and Drug Administration  and  International
Standards Organization Rules 9,000 et seq.

                            ARTICLE 7

                      INTELLECTUAL PROPERTY

7.1   Transform  Pack  recognizes  that  trademarks  used  on  or
relative  to  the Spice Films are the property of  Tilia  or  the
supplier  of the Spices. Transform Pack shall take all  practical
steps  to ensure that the intellectual property in the trademarks
remains vested in Tilia and any supplier.

                            ARTICLE 8

                    CONFIDENTIAL INFORMATION

8.1   The  parties shall execute a Confidentiality  Agreement  as
outlined   in  Schedule  "A"  hereto.  The  provisions   of   the
Confidentiality Agreement shall be binding on and  also  for  the
benefit  any  partner,  joint venture  or  other  form  of  joint
business  arrangement entered by Transform Pack, when  notice  of
which is provided to Tilia in writing.

                            ARTICLE 9

                      TERM AND TERMINATION

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9.1   This Agreement shall continue for three (3) years from  the
Effective Date.

9.2   This  Agreement may be extended by mutual written agreement
of  the  Parties  for  any additional term  agreed  upon  by  the
Parties.

9.3   Upon extension of the agreement, new Annual Minimums and/or
Compensation Rates may be set by mutual written agreement of  the
Parties.

9.4   Tilia, without prejudice to any (ight or remedy  Tilia  may
have  due  to any failure of Transform Pack to perform  Transform
Pack's  material  obligations or due  to  a  material  breach  by
Transform  Pack  under this Agreement, may,  at  any  time,  with
cause' terminate the performance of work under this Agreement, by
providing  sixty  (60)  days written  notice  to  Transform  Pack
identifying  the  extent  to which performance  of  the  work  is
terminated,  and the date upon which termination of work  becomes
effective;  provided, however, that this Agreement shall  not  be
terminated  if  the specified breach or default  is  remedied  or
cured  within  said  sixty (60) days after notice  of  breach  or
default   is   provided.  Termination  shall  take  effect   upon
expiration of said sixty (60) day period.

9.5   Transform  Pack, without prejudice to any right  or  remedy
Transform  Pack may have due to any failure of Tilia  to  perform
Tilia's  material obligations under this Agreement, may,  at  any
time, with cause, terminate the performance of work or due  to  a
material breach by Tilia under this Agreement by providing  sixty
(60)  days  w(itten  notice  to Tilia  of  the  date  upon  which
termination  of  work is to become effective; provided,  however,
that  this  Agreement shall not be terminated  if  the  specified
breach  or  default is remedied or cured within said  sixty  (60)
days  after  notice of breach or default is provided. Termination
shall take effect upon expiration of said sixty (60) day period.

9.6   In  the  event of termination, each Party shall immediately
discontinue use of the Confidential Information received from the
other Party, and within thirty (30) days after termination,  each
Party shall provided to the other Party a certification that  the
originals  and  all  copies  of  such  Confidential  Information,
regardless of form, have been returned to the disclosing Party or
else  destroyed,  except  that, with written  permission  of  the
disclosing party, the receiving Party may retain one (1) copy for
archival purposes.

9.7    Article   8   of  this  Agreement  entitled  "Confidential
Information" shall survive termination of this Agreement for  any
reason whatsoever.

9.8   This Agreement may be terminated after sixty (60)  days  by
the  solvent party if Transform Pack or Tilia becomes  insolvent,
files  for bankruptcy or enters into receivership or dissolution,
or  assigns  all its assets for the benefit of creditors,  unless
such event is cured in said sixty (60) day period.

9.9  Termination of this Agreement shall not release either Party
from the payment of any sum then or thereafter owing to the other
Party.

                           ARTICLE 10

                       GENERAL PROVISIONS

10.1  Dispute Resolution. Disputes that arise between the Parties
concerning implementation, interpretation, or enforcement of this
Agreement  shall first be discussed between senior executives  of
Tilia  and Transform Pack, before any mediation, arbitration,  or
court proceeding is initiated.

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10.1.1     If  any  dispute  between  Tilia  and  Transform  Pack
concerning  the implementation, interpretation or enforcement  of
this  Agreement  is not resolved by discussion or mediation,  the
Parties agree to binding arbitration in accordance with the  then
current commercial rules of the American Arbitration Association.
The  arbitration shall be held in San Francisco, California using
U.S.   and  California  law  without  use  of  conflict  of   law
principles. Any decision of the arbitrator can be enforced  in  a
court of competent jurisdiction in San Francisco, California.

10.2 Notices. All communications relating to and notices required
under this Agreement shall be directed as follows:

     10.2.1 Communications and Notices to Transform Pack shall be
sent to:

                    Hans Meier
                    President
                    Transform Pack Inc.
                    P.O. Box 1354
                    Moncton, New Brunswick
                    Canada E I C 8T6

     10.2.2 Communications and Notices to Tilia shall be sent to:

                    Ross Heil
                    Vice President -Business Development
                    Tilia, Inc.
                    568 Howard Street -3rd Floor
                    San Francisco, California
                    USA94105

10.3 Integration. This Agreement contains the entire agreement of
the Parties. All other promises, inducements, representations  or
agreements, other than as expressly set forth herein  related  to
the subject matter hereof, whether written or oral, are expressly
superseded hereby and are of no further force or effect.

10.4 Binding Agreement. This Agreement shall be binding upon  and
inure  to  the  benefit  of Tilia and Transform  Pack  and  their
successors,  subsidiaries and assigns. Neither party  may  assign
this  Agreement without the written consent of the other,  except
to  an  entity  that  acquires the part of the  business  of  the
assigning Party relating to this Agreement.

10.5  Amendment.  This Agreement cannot be  altered,  amended  or
modified in any respect, except by a writing duly signed by  both
Parties.

10.6 Choice of Law. This Agreement shall be construed under,  and
interpreted  in  accordance  with,  the  laws  of  the  State  of
California without use of conflict of law provisions.

10.7  No Strict Construction. The normal rule of construction  to
the  effect  that any ambiguities are to be resolved against  the
drafting  Party  shall not be employed in the  interpretation  of
this Agreement.

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10.   8       Execution.  This  Agreement  may  be  executed   in
counterparts  by the Parties, each of which shall  be  deemed  an
original,  and which together shall constitute one and  the  same
instrument,  having  the same force and effect  as  if  a  single
original had been executed by all the Parties.

10.9  Force Majeure. Neither Party shall be liable to  the  other
Party  for nonperformance or delay in performance of any  of  its
obligations under this Agreement due to causes reasonably  beyond
its  control, including fire, flood, strikes, labor troubles,  or
other    industrial    disturbances,    unavoidable    accidents,
governmental  regulations,  riots, and  insurrections.  Upon  the
occurrence of such a force majeure conditions, the affected party
shall  immediately notify the other Party with as much detail  as
possible and shall promptly inform the other party of any further
developments.  Immediately  after  the  cause,  is  removed,  the
affected Party shall perform such obligations with all due speed,
unless the Agreement is previously terminated in accordance  with
Article 9 Term and Termination above.

10.10     Process Consistency. Transform Pack shall refrain  from
making  any  major  change in the Spice Film Application  Process
without first obtaining Tilia's written consent.

10.11       This  Agreement  is~  not  intended  to  create   any
partnership, joint venture, or any relationship of principal  and
agent  as  between the Parties. Neither Transform  Pack  nor  any
agent or employee of Transform Pack shall represent itself to  be
an  agent of, or in partnership with, Tilia for any purpose,  nor
shall either or both have any right or authority to bind Tilia in
any respect or for any purpose.

10.12      Headings.  The heading of Articles in  this  Agreement
shall  serve only reference purposes and for convenience and  are
not  binding  or intended to limit or expand the breadth  of  the
provisions thereunder.

IN  WITNESS WHEREOF, the Parties have caused this Agreement to be
signed  by  their  duly  authorized  representatives  as  of  the
Effective Date.

                                   Transform Pack Inc.
Dated:   June 25, 2001           By: /s/ Hans Meier, President

                                   Tilia, Inc.
Dated:   July 11, 2001           By: /s/ Ross  Heil, Vice President

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