Exhibit 10.15     Weise Labs agreements

                     MANUFACTURING AND DISTRIBUTION SERVICES
                               BINDING TERM SHEET

The Manufacturing and Distribution Services Binding Term Sheet (the "Term
Sheet") is made this April 30, 2003 (the "Effective Date"), by and among Weise
Labs, Inc., a [corporation] organized under the laws of Taiwan ("Weise"),
Emergency Filtration Products, Inc., a Nevada corporation ("EFP"), and solely
with respect to Sections II(6), III(2), III(3), III (4), IV, V(3) and VI below,
Chan, Chamberlain and Associates, Inc., a Nevada corporation ("CCA"), pursuant
to which Weise will be the exclusive worldwide manufacturer of EFP's 2H
Nano-Enhanced Surgical Mask and other masks using related technology, and will
provide certain marketing and distribution services to EFP in connection with
the distribution of such mask products in the Asia territory (the "Distribution
Transaction").

The parties contemplate that this Term Sheet will be superceded and
replaced by a definitive written agreement covering the Distribution Transaction
consistent with the material terms of this Term Sheet and reasonably acceptable
to the parties, but if such an agreement is never drafted or entered into then
this Term Sheet shall remain a binding agreement among the parties.


I.       Manufacturing

1.  Mask Product:          EFP's 2H Nano-Enhanced  Surgical Mask, and any other
                           mask products designed for human use which utilizes
                           the Intellectual  Property  (as  defined in Section
                           III.2.(e)  below)  incorporated  into the 2H
                           Nano-Enhanced Surgical Mask (each such mask
                           referred to herein as a "Nano Mask").  EFP will
                           provide Weise with the design
                           and  manufacturing  specifications  for the Nano
                           Mask  prior to the start of  fabrication  of the Nano
                           Mask samples so that Weise has sufficient  time to
                           timely  fabricate such samples,  and Weise will be
                           required to fabricate  no more  than five (5)  sample
                           Nano  Masks for EFP  approval  (which  shall not be
                           unreasonably withheld).

2.  Exclusive Rights:      EFP hereby grants Weise  exclusive  worldwide  rights
                           to manufacture and fabricate the Nano Masks during
                           the term  of  this  Term  Sheet.  EFP  agrees  not to
                           assign, license or transfer any  rights  in or to the
                           Intellectual  Property incorporated in the Nano Mask
                           which could in any way conflict with, restrict or
                           limit  Weise's  exclusive  rights granted under this
                           Term Sheet,  without the written consent of Weise.
                           Weise will be permitted to subcontract or engage
                           third-parties to fabricate and manufacture the Nano
                           Masks.

3.  Orders:                Weise agrees to fabricate and  manufacture the Nano
                           Mask pursuant to a written  purchase order,  which
                           shall be subject to  acceptance by Weise.  Each
                           purchase  order will contain (i) the number of Nano
                           Mask units to  be manufactured  (which,  unless
                           otherwise  approved by Weise, shall be no less than
                           5,000 units) , (ii) any changes to the
                           specifications for the particular Nano Mask(s)
                           subject to the order, and (iii) whether Weise
                           is being engaged by EFP to provide  Distribution
                           Services (as defined  below) with respect to such the
                           Nano Masks.  Prior to  acceptance  of a  purchase
                           order,  Weise will  provide  EFP with (a) an
                           estimate  of the Manufacturing  Cost (as  defined
                           in  Section  I.4 below) or the  Non-Distributed
                           Mask Cost (as  defined in Section I.4 below) for Nano
                           Masks covered by the order, (b) the estimated
                           completion date of the order, and
                           (c) payment in full for any costs and charges related
                            to the set-up of the manufacturing of the Nano Masks
                           (such as molds,  die casts and other  miscellaneous
                           costs) incurred by Weise. Any changes or
                           modifications
                           to an  accepted  purchase  order  (including  changes
                           to the  specifications of the Nano Mask)  shall be in
                           writing and approved by EFP and Weise.  Prior to
                           acceptance of a purchase order, EFP will either
                           deposit
                           cash with  Weise,  or  establish  a standby
                           letter of credit in favor of Weise  from a bank and
                           with  terms
                           reasonably  acceptable to Weise in an amount equal to
                            no less than [50%] of the estimated Manufacture Cost
                           (as  defined  below)  or the  Non-Distributed  Mask
                           Cost (as defined below) for such order  (the  "Order
                           Deposit").  The Order Deposit will be denominated in
                           U.S. Dollars. Weise will  manufacture  the Nano Masks
                           substantially  consistent with the  specifications
                           approved by EFP (subject to any approved change
                           orders).
                           Title to the Nano  Masks and the risk of loss  shall
                           pass to EFP upon completion  of the  fabrication  and
                           manufacturing of such Nano Masks at the Weise or a
                           third-party subcontractor facilities.

<PAGE>

4.  Purchase Price:        For each Nano Mask (A) which is a Distributed  Mask
                           (as defined  below), EFP will pay Weise an amount
                           equal
                           to the cost to Weise of designing,  fabricating and
                           manufacturing for the particular type of Nano Mask
                           being
                           manufactured,  including any costs of  third-parties
                           engaged by Weise related to the  manufacturing of the
                           Nano Masks, and any cost increases  resulting from
                           any change orders or modifications to the
                           specifications
                           ("Manufacture  Cost"),  and (B)  which is not a
                           Distributed  Mask, EFP will pay  Weise  one  hundred
                           and
                           twenty-five  percent (125%) of the Manufacture Cost
                           of such mask (the "Non-Distributed  Mask Cost").
                           Weise
                           will maintain records regarding the Manufacture Costs
                           and the Non-Distributed Mask Costs of the Nano Masks,
                           and EFP will have the right upon reasonable advance
                           notice during business hours to review such records.

5.  Payment Terms:         For Nano Masks for which Weise has not been engaged
                           to provide Distribution Services, EFP shall pay Weise
                           the  Non-Distributed  Mask Cost for such masks within
                           30 days of completion of the order. For Nano Masks
                           for
                           which Weise has been engaged to provide Distribution
                           Services, EFP shall pay Weise the Manufacture Cost
                           for
                           such masks within three (3) days of receipt of
                           payment by EFP from the customer purchasing such Nano
                           Masks;
                           provided  that in any case payment of the Manufacture
                           Cost of the order shall be made by EFP no later than
                           [60] days of completion of the order.


II.                                    Distribution Services

1. Distribution Services:EFP hereby engages Weise to provide, either
directly or through third-parties, the following distribution and marketing
related services to EFP with respect only to the distribution, sale and
marketing of the Nano Masks (the "Distributed Masks"), in the Asian Territory
(as defined below) (the "Distribution Services"): (i) Weise will arrange for and
oversee inventory and storage of the Distributed Masks following completion of
manufacturing and prior to shipment to the customer, (ii) in consultation with
EFP, Weise will arrange for and oversee shipping and transport of the
Distributed Masks to customers in the Asian Territory (including, arranging for
logistics support and custom clearance of shipments), (iii) Weise will, in
consultation with EFP, identify customers in the Asian Territory, assist EFP in
qualifying such customers and, upon request of EFP and at its expense, conduct
credit checks on potential customers, approach jointly identified customer
prospects in the Asian Territory, and process customer orders (including on
behalf of EFP, customer order tracking, responding to customer inquiries,
invoicing customers on behalf of EFP, collection of customer invoices and
processing of customer payments and product returns), and (iv) Weise will manage
jointly agreed upon marketing and promotion efforts of the Distributed Masks in
the Asian Territory. As a part of providing Distribution Services to EFP, Weise
will invoice each customer in the Asian Territory for the Nano Masks purchased
by such customers promptly upon shipment of the applicable Nano Mask order. EFP
will promptly send Weise any orders forms, or customer leads or inquiries for, a
customer in the Asian Territory, and will promptly advise Weise in writing of
the receipt of any payments from customers in the Asian Territory. Any customer
payments received by Weise in respect of the sale of any Distributed Masks will
be held by Weise on behalf of EFP and promptly paid over to EFP (which payment
shall be made no later than the fourteenth (14th) day of the month after the
month in which Weise received the customer payment); provided that Weise will
have a right to deduct and set-off from such payments any unpaid amounts due
Weise for the Non-Distributed Mask Cost, the Manufacture Cost, the Distribution
Services Fee (as defined below), and the Margin Fee (as defined below). EFP
shall directly pay the expenses and cost of insurance, and shipping and
logistics relating to distribution of any Distributed Masks in the Asian
Territory will paid directly by EFP, but EFP retains the right to pass on such
expenses and costs to customers of the Distributed Masks.

<PAGE>

2. Asian Territory:For purposes of this Term Sheet, the term "Asian
Territory" shall mean all of the countries comprising Asia and the Middle East,
including, but not limited to, China, Hong Kong, South Korea, Taiwan, Singapore,
Thailand, Malaysia, India, Pakistan, Israel, Philippines, and Vietnam.

3. Distribution Service

Fee:In exchange for Weise's agreement to provide the Distribution Services
to EFP, EFP will pay Weise a fee equal to the lesser of (i) the costs to Weise
of providing the Distribution Services, or (ii) [5]% of Customer Unit Selling
Price (as defined below) (the "Distribution Service Fee"). For purposes of this
Term Sheet, "Customer Unit Selling Price" shall mean per unit purchase price for
each Distributed Mask charged by EFP to its customers in the Asian Territory (as
reflected on the applicable customer invoice). Weise agrees to obtain the prior
approval of EFP (which shall not be unreasonable withheld) with respect to any
advertising or promotional activity relating to the Nano Masks which would
reasonably be expected to cost greater than 5% of the Customer Unit Selling
Price.

4. Margin Fee:In addition to Distribution Service Fee, EFP will pay Weise
an amount equal to [42.5]% of the Distribution Margin (as defined below) (the
"Margin Fee"). For purposes of this Term Sheet, "Distribution Margin" shall mean
with respect to each Distributed Mask an amount equal to the difference of (a)
the Customer Unit Selling Price, and (b) the sum of (i) per unit Manufacture
Cost of such Distributed Mask, plus (ii) the Distribution Service Fee.

5.  Weise Fee Payments:    Payment of the Distribution  Service Fee and the
                           Margin Fee shall be made in U.S.  Dollars,  and will
                           be due
                           and  payable  within  three (3) days of  receipt of
                           payment by EFP (or by Weise on behalf of EFP) of
                           amounts
                           due in respect of Distributed Masks;  provided that
                           in any case payment of the Distribution  Service Fee
                           and
                           the  Margin  Fee shall be made by EFP no later than
                           [60] days of the date of the  invoice  relating  to
                           such
                           Distributed  Mask.  The risk of customer bad debt or
                           non-payment  [and  returns]  shall rest  entirely
                           with EFP.

6.  CCA Services:          EFP and Weise both acknowledge and agree that CCA has
                           been engaged by EFP to provide certain  management
                           and
                           advisory  services related to the Distribution
                           Transaction as requested by EFP from time to time;
                           provided
                           that during the term of this Term Sheet such
                           services  shall not exceed ten (10) hours in any
                           given week or
                           one hundred  twenty  (120)  hours in any three month
                           period  (the "CCA  Services").  In exchange  for
                           CCA's
                           agreement  to provide the CCA  Services,  EFP will
                           pay CCA a fee equal to [15]% of the  Distribution
                            Margin
                           (the "CCA Fee").  Payment of the CCA Fee will be made
                            in U.S. Dollars,  and will be due and payable
                           promptly
                           (but in no event  later than the  fourteenth  (14th)
                            day of the month after the month in which EFP (or
                           Weise
                           on behalf of EFP) received the customer  payment of
                           amounts due in respect of  Distributed  Masks;
                           provided
                           that in any case  payment  of the CCA Fee  shall be
                           made by EFP no later  than  [60] days of the date of
                            the
                           invoice relating to such Distributed Masks.

7.  Customer Reports:      Weise agrees to maintain  written  records of behalf
                           of EFP of (i) customer  orders for  Distributed
                           Masks,
                           (ii) customer  invoices and billings for Distributed
                            Masks sold such customers,  and (iii) payment
                           receipts
                           from  customer  in respect of such  invoices.  No
                           more than once per  calendar  year will EFP have the
                           right
                           upon reasonable advance notice during business hours
                           to review the above records.

III.     Representations, Warranties and Covenants



1.  By Weise:              Weise hereby makes the following representations and
                           warranties to EFP, as of the date of this Term Sheet:




(a) Good Standing and Due Authorization and Authority. Weise is a
[corporation] duly organized, validly existing and in good standing under the
laws of Taiwan, and has all requisite [corporate] power and authority to carry
on its business as now conducted. All [corporate] action on the part of the
Weise's board of directors and shareholders necessary for the authorization,
execution, delivery of, and the performance of all obligations of the Weise's
under this Term Sheet has been taken, and is in full force and effect. Weise has
full legal right, power and authority to enter into and perform its obligations
under this Term Sheet, and this Term Sheet has been executed on behalf of Weise
by a duly authorized officer of Weise.

     (b) Enforceability. This Term Sheet when executed and delivered by Weise
will constitute valid and legally binding obligation of Weise, enforceable in
accordance with its respective terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or others laws of general application
relating to or affecting the enforcement of creditors' rights generally, and
(ii) the effect of rules of law governing the availability of equitable
remedies.

     (c) No Conflict. The execution and delivery of this Term Sheet by Weise,
and the performance of Weise's obligations under this Term Sheet, will not
conflict with, or (with or without notice or lapse of time, or both) result in a
termination, breach, default, impairment or violation of (i) any provision of
Weise's charter documents or other governance document of Weise, (ii) any
agreement, contract, lease, loan or other obligation of Weise or by which Weise
is bound, or (iii) of any judgment, order, writ, decree, or foreign, federal or
state law, statute, rule or regulation applicable to Weise or by which it is
bound.

     (d) Required Consents. All consents, approvals, orders or authorizations
of, or registrations, qualifications, designations, declarations or filings
with, any foreign federal, state or local governmental authority or any other
person or entity on the part of Weise required in connection with the execution
and delivery of this Term Sheet by Weise, and the performance of all obligations
of its under this Term Sheet have been taken and are in full force and effect.

2.  By EFP:          EFP hereby makes the following  representations  and
                     warranties to Weise and CCA,  respectively,  as of the
                     date of this Term Sheet:


<PAGE>


(a) Good Standing and Due Authorization and Authority. EFP is a Nevada
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, and has all requisite corporate power and authority to
carry on its business as now conducted. All corporate action on the part of the
EFP's board of directors and shareholders necessary for the authorization,
execution, delivery of, and the performance of all obligations of the EFP's
under this Term Sheet has been taken, and is in full force and effect. EFP has
full legal right, power and authority to enter into and perform its obligations
under this Term Sheet, and this Term Sheet has been executed on behalf of EFP by
a duly authorized officer of EFP.

     (b) Enforceability. This Term Sheet when executed and delivered by EFP will
constitute valid and legally binding obligation of EFP, enforceable in
accordance with its respective terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or others laws of general application
relating to or affecting the enforcement of creditors' rights generally, and
(ii) the effect of rules of law governing the availability of equitable
remedies.

     (c) No Conflict. The execution and delivery of this Term Sheet by EFP, and
the performance of EFP's obligations under this Term Sheet, will not conflict
with, or (with or without notice or lapse of time, or both) result in a
termination, breach, default, impairment or violation of (i) any provision of
EFP's Articles of Incorporation, Bylaws or other governance document of EFP,
(ii) any agreement, contract, lease, loan or other obligation of EFP or by which
EFP is bound, or (iii) of any judgment, order, writ, decree, or foreign, federal
or state law, statute, rule or regulation applicable to EFP or by which it is
bound.

     (d) Required Consents. All consents, approvals, orders or authorizations
of, or registrations, qualifications, designations, declarations or filings
with, any foreign, federal, state or local governmental authority or any other
person or entity on the part of EFP required in connection with the execution
and delivery of this Term Sheet by EFP, and the performance of all obligations
of its under this Term Sheet have been taken and are in full force and effect.

     (e) EFP Intellectual Property. EFP owns all right, title and interest in
and to the Intellectual Property (as defined below) rights incorporated into or
used in the design, fabrication or manufacture of any Nano Mask (free of any and
all claims, liens, encumbrances, rights of third parties or restrictions), and
such Intellectual Property (i) does not and will not infringe upon or violate
any Intellectual Property right of any third-party, and (ii) is not subject to
any liens, licenses, obligations, encumbrances or other third-party rights (oral
or written) that could limit or adversely affect the performance of EFP's
obligations under this Term Sheet. For Purposes of this Term Sheet,
"Intellectual Property" means all worldwide inventions, patents, patent
applications, design rights and similar invention rights, copyrights, copyright
applications, trade secrets, know-how and other intangible property or
proprietary rights of any kind recognized anywhere in the world under any state
or national statute or treaty or common law right.

     (f) EFP Product Warranty. The Nano Masks will perform as promised by EFP
and as reflected in any advertising and marketing materials prepared or approved
by EFP.

<PAGE>

3.  By CCA:                CCA hereby makes the following  representations and
                           warranties to EFP, respectively,  as of the date of
                           this Term Sheet:




     (a) Good Standing and Due Authorization and Authority. CCA is a Nevada
corporation duly organized, validly existing and in good standing under the laws
of Nevada, and has all requisite corporate power and authority to carry on its
business as now conducted. All corporate action on the part of the CCA's board
of directors and shareholders necessary for the authorization, execution,
delivery of, and the performance of all obligations of the CCA under this Term
Sheet has been taken, and is in full force and effect. CCA has full legal right,
power and authority to enter into and perform its obligations under this Term
Sheet, and this Term Sheet has been executed on behalf of CCA by a duly
authorized officer of CCA.

     (b) Enforceability. This Term Sheet when executed and delivered by CCA will
constitute valid and legally binding obligation of CCA, enforceable in
accordance with its respective terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or others laws of general application
relating to or affecting the enforcement of creditors' rights generally, and
(ii) the effect of rules of law governing the availability of equitable
remedies.

     (c) No Conflict. The execution and delivery of this Term Sheet by CCA, and
the performance of CCA obligations under this Term Sheet, will not conflict
with, or (with or without notice or lapse of time, or both) result in a
termination, breach, default, impairment or violation of (i) any provision of
CCA's Articles of Incorporation, Bylaws or other governance document of CCA, or
(ii) of any judgment, order, writ, decree, or foreign, federal or state law,
statute, rule or regulation applicable to CCA or by which it is bound.

4.  Confidentiality:

     (a) Definition. "Confidential Information" means: (i) any non-public
information of a party, including, without limitation, any information relating
to a party's current and planned products and services, technology, techniques,
know-how, research, engineering, designs, finances, accounts, procurement
requirements, manufacturing, customer lists, business forecasts and marketing
plans; (ii) any other information of a party that is disclosed in writing and is
conspicuously designated as "Confidential" at the time of disclosure. The
obligations in Section III(4)(b) below will not apply to the extent any
information: (i) is or becomes generally known to the public through no breach
of this Term Sheet by the receiving party; (ii) was rightfully in the receiving
party's possession at the time of disclosure, without an obligation of
confidentiality; (iii) is independently developed by the receiving party without
use of the disclosing party's Confidential Information; or (iv) is rightfully
obtained by the receiving party from a third party without restriction on use or
disclosure.

<PAGE>

     (b) Obligations. Each party will not use the other party's Confidential
Information, except as necessary for the performance of this Term Sheet, and
will not disclose such Confidential Information to any third party, except to
those of its employees, agents, representatives and subcontractors that need to
know such Confidential Information for the performance of this Term Sheet. Each
party will use all reasonable efforts to maintain the confidentiality of all of
the other party's Confidential Information in its possession or control, but in
no event less than the efforts that it ordinarily uses with respect to its own
confidential information of similar nature and importance. The foregoing
obligations will not restrict any party from disclosing the other party's
Confidential Information or the terms and conditions of this Term Sheet: (i)
pursuant to the order or requirement of a court, administrative agency, or other
governmental body, provided that the party required to make such a disclosure
gives reasonable notice to the other party to enable it to contest such order or
requirement; (ii) on a confidential basis to its legal or professional financial
advisors; or (iii) as required under applicable securities regulations.

5.  Taxes:      The Non-Distributed  Mask Cost, the Manufacture Cost,
                the Distribution  Services Fee, the Margin Fee and the
                CCA Fee are exclusive of all sales,  value-added,  withholding
                and all other taxes or duties ("Taxes").  EFP
                will pay for all Taxes  assessed  or  incurred in  connection
                with the  manufacture,  sale,  marketing  and
                distribution of the Nano Mask under this Term Sheet,  and the
                performance of the  Distribution  Services and
                the CCA Services  (except for taxes  payable on Weise's or CCA's
                net income).  EFP will  promptly  reimburse
                Weise or CCA, as the case may be, for any Taxes that either such
                party may be required  pay on EFP's  behalf
                in connection with this Term Sheet.

IV.      Term and Termination


1.  Term:                  This Term Sheet  commences on the Effective  Date
                           and, shall remain in effect unless  terminated
                           earlier in
                           accordance with its terms.

2.  Termination:    This Term Sheet may be terminated,  as follows: (i)
                    upon the written agreement of Weise and EFP to
                    terminate
                    this Term Sheet  (provided that any  termination of
                    Section III(6) will require the written consent of
                    CCA);
                    (ii) by either Weise or EFP, at any time if the other
                   party  breaches  any material  term of this Term Sheet
                    and fails to cure that breach within  thirty (30)
                   days after notice  thereof from the  non-breaching  party;
                    provided  that Weise may also  terminate  this Term Sheet,
                    at any time,  if EFP breaches any of its payment
                    obligations  under this Term Sheet and fails to cure that
                    breach  within five (5) days after notice  thereof
                    from  Weise;  and (iii) by either  Weise or EFP, if the
                    other  party  becomes the subject of a voluntary  or
                    involuntary  petition in bankruptcy or proceeding  relating
                    to  insolvency,  receivership,  liquidation,  or
                    composition for the benefit of creditors;  provided that CCA
                    may voluntarily terminate its obligations under
                    Section II(6) of this Term Sheet upon five (5) days written
                    notice to Weise and EFP.

     3. Effect of Termination: Upon the termination of this Term Sheet
(including a voluntary termination by CCA of its obligation under Section II(6)
under the preceding Section): (i) all covenants and obligations of the parties
shall terminate without liability, except (a) EFP shall pay in accordance with
this Term Sheet (1) to Weise, the Non-Distributed Mask Cost and the Manufacture
Cost, as the case may be, for any Nano Mask orders which have been completed or
which are in the process of being manufactured, and the Distribute Service Fee
and Margin Fee with respect to any Distributed Masks which have been invoiced,
and (2) to CCA, the CCA Fee with respect to any Distributed Masks which have
been invoiced; and (b) the rights and obligations of the parties under Sections
I(5), II(3), II(4), II(5), II(6)(with respect to EFP's obligation to pay the CCA
Fee), III, IV, V and VI shall survive any termination of this Term Sheet; (ii)
at Weise's option, all purchase orders or portions thereof remaining undelivered
on the date of termination may within two (2) days be canceled; and (iii) each
party will promptly return to the other party all Confidential Information of
the other party in its possession or control.

<PAGE>

V.       Indemnity

1.  Weise Indemnity: Weise  agrees  to  indemnify,  defend  and  hold
                     harmless  EFP,  and its  officers,  directors,  employees,
                     representatives,  agents and attorneys (the "EFP Parties")
                     and CCA, and its officers, directors,  employees,
                     representatives,  agents and attorneys (the "CCA Parties"),
                     against any liability,  damages,  expenses, and
                     costs  (including  attorney's  fees) incurred by EFP or any
                     EFP Party, or CCA or any CCA Party,  based on or
                     arising out of any breach or violation  of any
                     representation  warranty,  covenant or  obligation  of
                     Weise
                     under this Term Sheet

2.  EFP Indemnity:   EFP  agrees  to  indemnify,  defend  and  hold  harmless
                     Weise,  and its  officers,  directors,  employees,
                     representatives,  agents and  attorneys  (the "Weise
                     Parties"),  and CCA and the CCA  Parties,  against any
                     liability,  damages,  expenses,  and costs (including
                     attorney's fees) incurred by Weise or any Weise Party,
                     or CCA or any CCA  Party,  based on or  arising  out of (i)
                     any breach or  violation  of any  representation
                     warranty,  covenant  or  obligation  of EFP under this Term
                     Sheet,  (ii) any  investigation,  claim or suit
                     brought  against  Weise or any Weise  Party to the extent
                     that it is based upon a  third-party  claim that a
                     Nano  Mask  infringes  or  misappropriates  any
                     Intellectual  Property  of any  third-party,  and (iii) any
                     investigation,  claim or suit brought against Weise or any
                     Weise Party, or CCA or any CCA Party, relating to
                     product liability, personal injury or death arising out of
                     any Nano Mask.

     3. Limited Damages: THE PARTIES ACKNOWLEDGE THAT WEISE IS ACTING SOLELY AS
A THIRD PARTY MANUFACTURER AND DISTRIBUTOR OF THE NANO MASK AND THAT EFP SHALL
BE SOLELY RESPONSIBLE TO WEISE AND TO THIRD PARTIES FOR ALL LIABILITY, CLAIMS,
DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES RELATED TO THE NANO MASK MADE OR
DISTRIBUTED BY WEISE UNDER THIS TERM SHEET. IN NO EVENT WILL WEISE BE LIABLE TO
EFP, CCA OR ANY THIRD PARTY FOR ANY LIABILITY, CLAIMS, OBLIGATIONS, DAMAGES,
COSTS OR EXPENSES, INCLUDING WITHOUT LIMITATION, ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
LOST PROFITS OR REVENUE, LOSS OF USE, LOST BUSINESS OPPORTUNITIES OR LOSS OF
GOODWILL), OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF,
RELATING TO OR IN CONNECTION WITH THIS TERM SHEET OR THE USE OR PERFORMANCE OF
ANY EFP PRODUCTS (INCLUDING THE NANO MASKS), WHETHER SUCH LIABILITY ARISES FROM
ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, WHETHER OR NOT EFP HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL
SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS TERM SHEET IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WEISE MAKES NO WARRANTIES, AND
EXPRESSLY DISCLAIMS ANY WARRANTIES, REGARDING MERCHANTABILITY OF THE NANO MASKS
AND FITNESS OF SUCH MASKS FOR A PARTICULAR PURPOSE OR USE.

     4. Total Liability: WEISE'S TOTAL LIABILITY TO EFP UNDER THIS TERM SHEET,
FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED
TO THE PAYMENTS ACTUALLY RECEIVED FROM EFP UNDER THIS TERM SHEET.

     CCA'S TOTAL LIABILITY TO EFP UNDER THIS TERM SHEET, FROM ALL CAUSES OF
ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE PAYMENTS
ACTUALLY RECEIVED FROM EFP UNDER THIS TERM SHEET.

<PAGE>


VI.      General Provisions

1.  Assignment:   No party may not assign or transfer this Term Sheet,  in whole
                  or in part, by operation of law or otherwise,
                  without the prior  written  consent of Weise and EFP, and any
                  attempt to assign or transfer this Term Sheet,
                  without such consent,  will be null and of no effect.  Subject
                  to the  foregoing,  this Term Sheet will bind
                  and inure to the benefit of each party's permitted successors
                  and assigns.

2.  Governing Law,
Venue:           This Term Sheet will be governed by and  construed  in
                 accordance  with the laws of the State of  Delaware,
                 excluding  its  conflict  of laws  principles.  The  parties
                 disclaim  application  of the  United  Nations
                 Convention on Contracts for the  International  Sale of Goods.
                 Any legal action or proceeding  arising under
                 this Term Sheet will be brought  exclusively in the federal or
                 state courts located in the Northern District
                 of California and the parties hereby irrevocably consent to
                 the personal jurisdiction and venue therein.

3.  Nonexclusive:          Except as expressly set forth in this Term Sheet,
                           the exercise by either party of any of its remedies
                           under
                           this Term Sheet will be without prejudice to its
                           other remedies under this Term Sheet or otherwise.

     4. Notices: All notices, approvals, consents and other communications
required or permitted under this Term Sheet will be in writing and delivered by
confirmed facsimile transmission, by courier or overnight delivery service with
written verification of receipt, or by registered or certified mail, return
receipt requested, postage prepaid, and, in each instance, will be deemed given
upon receipt. All such notices, approvals, consents and other communications
will be sent to the addresses set forth below a party's name or to such other
address as may be specified by either party to the other party in accordance
with this Section.

5.  Force Majeure:         No party will be responsible for any failure or
                           delay in its  performance  under this Term Sheet
                           (except for
                           any payment obligations) due to causes beyond its
                           reasonable control,  including,  but not limited to,
                           labor
                           disputes,  strikes,  lockouts,  shortages of or
                           inability to obtain energy, raw materials or
                           supplies,  war,
                           terrorism, riot, or acts of God.

6.  Relationship:          The  parties  are  independent  contractors  and this
                           Term  Sheet will not  establish  any  relationship
                           of
                           partnership,  joint venture,  employment,  franchise
                           or agency between the parties.  Neither party will
                           have
                           the power to bind the other  party or to incur any
                           obligations  on its behalf,  without  the other
                           party's
                           prior consent.

     7. Amendment: This Term Sheet may be amended, or any term or provision
hereof waived, with the written consent of Weise and EFP; provided that the
amendment of Sections II(6) or III(3), or the waiver of any provision in this
Term Sheet which inures to the benefit of CCA shall also require the written
consent of CCA. The failure by either party to enforce any provision of this
Term Sheet will not constitute a waiver of future enforcement of that or any
other provision.

     8. Severability:If for any reason a court of competent jurisdiction finds
any provision of this Term Sheet invalid or unenforceable, that provision of the
Term Sheet will be enforced to the maximum extent permissible and the other
provisions of this Term Sheet will remain in full force and effect.

     9. Entire Agreement: This Term Sheet, including all exhibits hereto,
constitutes the complete and exclusive understanding and agreement between the
parties regarding its subject matter and supercedes all prior or contemporaneous
agreements or understandings, whether written or oral, relating to its subject
matter.

     10. Counterparts: This Term Sheet may be executed in counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.

<PAGE>


                  [Remainder of Page Intentionally Left Blank]


<PAGE>

 IN WITNESS WHEREOF, the parties hereto have executed this Term Sheet as of the
                                Effective Date.



EMERGENCY FILTRATION PRODUCTS, INC.


By: __\s\ Douglas Beplate___________
Name: _Douglas Beplate____________
Title: __President_________________

Address: ________________________
_______________________________
_______________________________



WEISE LABS, INC.


By: _\s\ Louis P. Shu_______________
Name: _Louis P. Shu_______________
Title: _President__________________

Address: ________________________
_______________________________
_______________________________



With respect only to Sections  II(6), III(2), III(3), III (4), IV, V(3) and VI,

CHAN, CHAMBERLAIN & ASSOCIATES, INC.


By: _\s\ Lin L. Chan________________
Name: _Lin L. Chan________________
Title: __CEO_____________________

Address: ________________________
_______________________________
_______________________________









      [Execution Page to Manufacturing and Distribution Binding Term Sheet]