Bp International Inc – SUBSIDIARY GUARANTY New York, New York December 2, 2004 FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. ("Laurus") to or for the account of BP International, Inc., a Delaware corporation ("Debtor"), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal (December 10th, 2004)
Bp International Inc – THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BP INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED REVOLVING NOTE FOR VALUE RECEIVED, BP INTERNATIONA (December 10th, 2004)
Allergy Immuno Technologies Inc – Office of the Chief Accountant SECPS Letter File Mail Stop 11-3 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Allergy Immuno Technologies, Inc. and we reported on the consolidated financial statements of Allergy Immuno Technologies, Inc. as of the fiscal years ending May 31, 2002. On June 10, 2003 our appointment as principal accountants was terminated. We have read Allergy Immuno Technologies, Inc.'s statements included under Item 4 of its Amendment No. 1 to Form 8-K dated June 13, 2003, and (July 2nd, 2003)
Allergy Immuno Technologies Inc – THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASER SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. STOCK EXCHANGE AGREEMENT BY AND BETWEEN ALLERGY IMMUNO TECHNOLOGIES, ALLERGY IMMUNO ACQUISITION CORP, BALL PRODUCTS, INC., LARRY BALL, EMMETT BALL, AND D. M. VENTURES, LLC (April 22nd, 2003)
THIS STOCK EXCHANGE AGREEMENT (this "Agreement") is hereby made as of April 21, 2003, by and between Allergy Immuno Technologies, Inc. ("Parent"), Allergy Immuno Acquisition Corp. ("Acquirer"), Ball Products, Inc. ("Ball"), and Larry Ball, Emmett Ball, and D.M. Ventures (the "Ball Shareholders", or "Exchanging Shareholders").