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                                                                   EXHIBIT 10.24

                                SUPPLY AGREEMENT

This agreement, made and entered into to be effective as of the 27 day of
January, 2004 by and between:

                                  American Metal Filter Company
                                  1900 Wilson Avenue, Suite A
                                  National City, CA 91950

A corporation organized under the laws of the state of CALIFORNIA hereinafter
referred to as CONTRACT MANUFACTURER (CM); and

                                  Allergy Free LLC
                                  6835 Flanders Drive
                                  Suite 500
                                  San Diego, CA 92121

A company organized under the laws of the state of CA, hereinafter referred to
as BUYER.

                                   WITNESSETH

WHEREAS, CM will manufacture the BUYER'S Aller-Pure Gold filter developed and
patented by the BUYER described in Exhibit A and

WHEREAS, BUYER desires to purchase the CM's products for resale to customers;
and

WHEREAS, the parties desire to enter into a supply agreement governing their
relationship;

NOW, THEREFORE, in consideration of the mutual terms and conditions set forth
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:

1.0 PRODUCT

      1.1   Products: The Products covered by this Agreement are those products
            set forth and attached hereto in Exhibit A ("Products"),
            manufactured by or for CM.

      1.2   Ownership Rights: BUYER was the inventor of the product and CM is
            solely the outsource manufacturer of the BUYER'S discovery. BUYER
            owns all rights to the PRODUCT and reserves right to have the
            PRODUCT manufactured by other manufacturers if the CM does not meet
            the terms of this agreement. BUYER will notify CM providing 90 days
            notice any intent to move said manufacturing.

2.0 ORDERS;

      2.1   BUYER shall make purchases by submitting firm purchase orders to CM.
            BUYER will submit quarterly forecasts to CM.

3.0 SHIPPING AND DELIVERY

      3.1   Shipping: CM shall ship all Products at CM's expense to AF San
            Diego.

      3.2   Delivery: CM shall ship all Products for which it has received a
            firm purchase order within twentv one (21) days of order receipt. CM
            agrees that time is of the essence regarding its delivery of
            Products.

      3.3   Returns: BUYER will inspect all incoming product. CM agrees to
            provide full credit for all product not meeting BUYER'S quality
            specifications. BUYER agrees to notify CM a detailed accounting for
            all defects by class within ten (10) days of each receipt.

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4.0 PRICE AND PAYMENT TERMS

      4.1   Price and Price Increases: Pricing detailed in Exhibit A shall be
            firm through June 30, 2004. Both parties agree to review pricing on
            June 30, 2004 to determine if CM's original cost estimates were
            appropriate and to negotiate changes to the pricing structure in
            good faith based upon actual material costs and operational
            efficiencies. In no case should the resulting increase/decrease in
            price exceed 10%. These prices shall remain firm through Dec. 31,
            2004. Pricing for subsequent periods will be reviewed no later than
            November 15 for the effective subsequent calendar year and will be
            firm for that 12 month period.

      4.2   Payment Terms: Payment terms shall be NET- 30 days from the date of
            receipt of an accurate Invoice. BUYER shall not be in breach of this
            Agreement unless payment from the BUYER is more than fifteen (15)
            days overdue.

      4.3   Raw Material Acquisition: CM agrees to acquire BUYER's usable raw
            materials at BUYERS cost from BUYER. BUYER will extend payment terms
            where BUYER will pay 50% of every invoice and will issue an equal
            amount of credit towards the balance owed by the CM.

5.0 USE OF BUYERS MANUFACTURING EQUIPMENT: Exhibit B

      5.1   Use of Equipment: CM will use BUYER's manufacturing equipment for
            BUYER's product only.

      5.2   Preventive Maintenance (PM): CM will conduct quarterly preventive
            maintenance on all equipment used by CM and owned by BUYER. CM will
            make all PM records available for BUYER. BUYER retains the right to
            inspect BUYER's equipment on a periodic random basis not to exceed
            four times in a 12-month period.

      5.3   Transportation of Manufacturing Equipment: CM agrees to at CM's
            expense, pack and transport all manufacturing equipment from BUYER's
            facility in Houston, TX to CM's California location. All equipment
            will be inventoried and labeled with both parties signing off on the
            value and condition of each piece. A loading inventory log will
            exist with initials from a representative of each party. CM must
            provide BUYER with a receipt log matching the initial loading log.

6.0 TERM AND TERMINATION

      6.1   Term: The initial term of this Agreement shall be from the effective
            date first set forth above for a term of 24 months. After the
            expiration of the initial term, either party may terminate the
            Agreement upon ninety (90) days prior written notice.

      6.2   Termination: Notwithstanding the foregoing, this Agreement may be
            terminated for cause at any time as follows:

            (i)   In the event of material default or material breach of the
                  terms of this Agreement by either party, written notice
                  thereof may be given to the defaulting party. Thereafter, the
                  defaulting party shall have thirty (30) days to cure said
                  breach. In the event that said breach has not been cured
                  within said thirty (30) day period, the non-defaulting party
                  may terminate this Agreement on or within a reasonable period
                  after the expiration of the cure period.

            (ii)  In the event of nationalization, expropriation, liquidation or
                  bankruptcy of, or an assignment for the benefit of creditors
                  or insolvency of either party.

7.0 PROCEDURES OF TERMINATION

      7.1   Procedures: Upon the termination of this Agreement, except for cause
            pursuant to Section 6.2 (ii), CM shall continue to honor BUYERS
            orders for Products up to the effective date of termination and for
            a period of sixty (60) days thereafter, provided such orders are no
            greater than ten percent (10%) above the quantities established
            during the sixty (60) days prior to the date of the notice of
            termination, and BUYER shall pay for all such Products on the terms
            and conditions of this Agreement. When the termination of this
            agreement occurs all of BUYERS

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            machinery will be returned to BUYER at CM's cost to a San Diego
            location and all money owed to CM will be paid in full upon BUYER'S
            receipt of equipment. BUYER agrees to purchase at CM's cost raw
            materials that were purchased specifically for BUYER'S product
            excluding the frame rails- not to exceed a thirty-day supply of
            materials.

      7.2   Survival: The right and duties of each party under this Agreement
            and the Exhibits hereto in respect of performance prior to
            termination shall survive and be enforceable in accordance with the
            terms of this Agreement.

8.0 CONFIDENTIALITY

      The parties expressly agree to hold as confidential ("Confidential
      Information") the existence and terms of this Agreement as well as any
      information which is designated in writing by the disclosing party as
      confidential, provided such information is clearly marked as confidential,
      and the disclosing party obtains a signed receipt or agreement from the
      receiving party acknowledging that such information is confidential. In
      the event Confidential Information is exchanged according to these
      guidelines, the other party will retain such information in confidence for
      a period of two (2) years following the termination of this Agreement. The
      transmittal of such information is and shall be upon the express condition
      that the information is to be used solely to effectuate this Agreement;
      and the receiving party shall not use, publish or disclose said
      information, in whole or in part, for any purpose other than that stated
      herein. CM expressly acknowledges and agrees that BUYER'S customer names,
      address and key contacts are and shall be the Confidential Information of
      BUYER. Notwithstanding the foregoing, the above restrictions on disclosure
      and use shall not apply to any information which the party can show by
      written evidence, was known to it at the time of receipt, or which may be
      obtained from third parties who are not bound by a confidentiality
      agreement, or which is in the public domain.

9.0 MISCELLANEOUS

      8.1   Force Maieure: The obligations of either party to perform under this
            Agreement shall be excused during each period of delay if such delay
            arises from any cause or causes which are reasonably beyond the
            control of the party obligated to perform, including, but not
            limited to, the following: acts of God, acts or omissions of any
            government, or any rules, regulations or orders of any governmental
            authority or any officer, department, agency or instrumentality
            thereof; fire, storm, flood, earthquake, insurrection, riot,
            invasion or strikes. The affected party shall use its best efforts
            to remedy the effects of such force majeure. Any force majeure shall
            not excuse performance by the party, but shall postpone performance,
            unless such force majenre continues for a period in excess of ninety
            (90) days. In such event, the party seeking performance may cancel
            its obligations hereunder.

      8.2   Assignment: Neither this Agreement nor any right or obligation
            hereunder is assignable or transferable by either party in whole or
            in part without the prior written consent of the other party which
            shall not be unreasonably withheld, and any such purported
            assignment without such consent shall be void, except that either
            party shall have the right to assign this Agreement and its rights
            and obligations hereunder, without obtaining the prior written
            consent ofthe other party, to any entity (other than a competitor of
            the other party hereto) with which the assigning party (a) merges,
            (b) sells a substantial part of its assets or businesses, or (c)
            sells a substantial part of its assets or business relating to the
            Products.

      8.3   Notices: Any notice required by this Agreement shall be in writing
            and shall be deemed sufficient if given personally or by registered
            or certified mail, postage prepaid, or by any nationally recognized
            overnight delivery service, addressed to the party to be notified at
            the address set forth in the initial paragraph of this Agreement.
            Either party may, by notice to the other, change its address for
            receiving such notices.

      8.4   Entire Agreement: This Agreement, including exhibits, constitutes
            the entire agreement between the parties relating to the subject
            matter hereof and cancels and supersedes all prior agreements and
            understandings, whether written or oral, between the parties with
            respect to such subject matter.

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      8.5   Existing Obligations: CM warrants that the terms of this Agreement
            do not violate any existing obligations or contracts of CM. CM shall
            protect, defend, indemnify, and hold harmless BUYER from and against
            any claims, demands, liabilities or actions which are hereafter made
            or brought against BUYER and which allege any such violation.

      8.6   Modifications, Waiver: No amendment, modification or claimed waiver
            of the terms of this Agreement shall be binding on either party
            unless reduced to writing and signed by an authorized officer of the
            party to be bound. In ordering and delivery of the Products, the
            parties may employ their standard forms, but nothing in those forms
            shall be construed to modify or amend the terms of this Agreement

      8.7   Relationship of the Parties: This Agreement does not constitute
            either party as the agent or legal representative of the other for
            any purpose whatsoever.

      8.8   Public Announcements: Except as may be required by law, CM shall not
            issue or cause to be issued any press release or public announcement
            or otherwise disclose the existence of this Agreement or the
            transactions contemplated hereby except as and to the extent that
            BUYER and its parent jointly agree, in writing.

      8.9   Governing Laws: This Agreement shall be governed by and construed in
            accordance with the laws of the State of California

      8.10  Insurance: CM to add BUYER as an additional insured and increase
            liability insurance to $5,000,000 BUYER to add CM to liability
            policy

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives.

                                           Allergy Free LLC

                                           By: ____________________________
                                           Title: ____________________________
                                           Date: ____________________________

                                           American Metal Filter Company

                                           By: ____________________________
                                           Title: ____________________________
                                           Date: ____________________________