Re: Spencer Trask Specialty Group LLC Debt Extinguishment Transaction

EXHIBIT 10.33

[NUVIM LOGO]
Xxxxxxx X. Xxxxxxx
00 Xxxxx Xxxxx Xxxxx 00
Xxxxxxx, XX 00000
(201) 556-1010

December 31, 2004

Xxxxxxx Xxxxx Specialty Group LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx, Managing Member

Re:          Xxxxxxx Xxxxx Specialty Group LLC Debt Extinguishment Transaction

Dear Sirs,

This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Xxxxx Xxxxxxxxx Partners L.P., Xxxxxxx Xxxxx Specialty Group LLC, Xxxxxxx Xxxxx Private Equity Fund I LP and Xxxxxxx Xxxxx Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Xxxxxxx Xxxxx”), and Xxxxxx Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.

The term Debt and Equity Interests used herein refers to the following:

               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Xxxxx Xxxxxxxxx Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.

               b. Outstanding Senior Subordinated Convertible Notes payable to Xxxxxxx Xxxxx by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.

               c.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.

               d.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.

               e.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.

               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Xxxxxxx Xxxxx, after NuVim’s proposed 55 to 1 reverse stock split, and

               g.  Transactions particular to Xxxxxxx Xxxxx Specialty Group LLC and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Subordinated Convertible Note(s) due and owing to Xxxxxxx Xxxxx Specialty Group LLC, inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.

NOW, for other good and valuable consideration described below, Xxxxxxx Xxxxx Specialty Group LLC agrees with respect to all Debt and Equity Interests applicable to Xxxxxxx Xxxxx Specialty Group LLC as follows:

	1.	To not exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive any anti-dilution or conversion price adjustments contained therein.
	2.	To pay the $2,500,000 principal balance and all accrued interest due thereon to the Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on behalf of NuVim, simultaneously with  the closing of the IPO.
	3.	To cancel the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid interest thereon and default interest thereon through the Closing Date simultaneously with the closing of the IPO.
	4.	To accept 235,182 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel all outstanding warrants described in this letter agreement or its attachments.

It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Xxxxxxx Xxxxx entity or to Xxxxxx X. Xxxxxx as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.

It is expressly agreed and acknowledged that Xxxxxxx Xxxxx Specialty Group LLC’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Xxxxxxx Investment Company, Inc.

Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to Xxxx Xxxxxx, Esq. at (000) 000-0000.

2

          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.

Very truly yours,

NUVIM, INC.
By:	/s/ XXXXXXX X. XXXXXXX
	Xxxxxxx Xxxxxxx
	Chairman & CEO
AGREED, VERIFIED, RATIFIED & CONFIRMED:
XXXXXXX XXXXX SPECIALTY GROUP LLC
By:	/s/ XXXXX XXXXXXXXX
	Xxxxx Xxxxxxxxx
	Non-Member Manager
Enclosures
Cc:	Xx. Xxxxxx Xxxxxx
	Xx. Xxxxxxx Xxxxxxxxx

3

Xxxxxxx Xxxxx Specialty Group LLC
SCHEDULE A

09/13/2002		Xxxxxxx Xxxxx Specialty Group LLC		8% senior secured convertible promissory note for $1,700,000 (Maturity date 12/31/2002, def. int 6%)		Old Notes were rolled into this note. Interest is calculated from dates of original note: 11-8-99 ($300k); 5-31-02 ($700k); 7-5-02 ($270k); 7-19-02 ($130k)
02/10/2003		Xxxxxxx Xxxxx Specialty Group LLC		8% secured promissory note for $200,000 convertible into Series C Preferred Stock @ .20 per share (Maturity date 8/10/2003, def. int 6%)
02/27/2003		Xxxxxxx Xxxxx Specialty Group LLC		8% senior secured convertible promissory note for $100,000 (Maturity date 8/10/2003, def. int 6%)
03/03/2003		Xxxxxxx Xxxxx Specialty Group LLC		8% senior secured convertible promissory note for $50,000 (Maturity date 8/10/2003, def. int 6%)
03/18/2003		Xxxxxxx Xxxxx Specialty Group LLC		8% senior secured convertible promissory note for $130,000 (Maturity date 8/10/2003, def. int 6%)
09/13/2002		Xxxxxxx Xxxxx Specialty Group LLC		Warrant Agreement to purchase 1,700,000 shares Series C Convertible Preferred Stock		And all warrants issued or attendant thereto
02/10/2003		Xxxxx Xxxxxxxxx Partners LP (or Xxxxxxx Xxxxx Specialty Group LLC)		Warrant Agreement to purchase 2,500,000 shares Series C Convertible Preferred Stock @ .20 per share.		And all warrants issued or attendant thereto

Xxxxxxx Xxxxx Specialty Group LLC
SCHEDULE B

Date		Parties (NuVim with:)		Description		Disposition
12/20/2001		Xxxxxxx Xxxxx Specialty Group LLC		Warrant Certificate No. W-0068 restricted securities—1,000,000 shares		Per 1/29/01 & 2/2/01 loan and indemnity agreement and amendment no. 1 dated 5/29/01
01/31/2002		Xxxxxxx Xxxxx Specialty Group LLC		Security Agreement
02/01/2002		Xxxxxxx Xxxxx Specialty Group LLC		Letter Agreement		Cancelled and Replaced by 9/13/02
02/01/2002		Xxxxxxx Xxxxx Specialty Group LLC		8% Senior Convertible Promissory Note-$1,000,000.00		Cancelled and Replaced by 9/13/02
05/31/2002		Xxxxxxx Xxxxx Specialty Group LLC		8% secured promissory note for $700,000.00 convertible into equity securities upon the sale of the same		Cancelled and Replaced by 9/13/02
05/31/2002		Xxxxxxx Xxxxx Specialty Group LLC		8% secured promissory note for $300,000.00 convertible into equity securities upon the sale of the same		Cancelled and Replaced by 9/13/02
07/05/2002		Xxxxxxx Xxxxx Specialty Group LLC		8% secured promissory note for $400,000.00 convertible into Series A Preferred Stock @ $1 per share common or at the issuance price for Senior Stock		Cancelled and Replaced by 9/13/02
02/10/2003		Xxxxxxx Xxxxx Specialty Group LLC		Letter agreement concerning $500,000 loan and 8% secured promissory notes convertible into Series C Preferred Stock @ .20 per share etc.
02/10/2003		Xxxxxxx Xxxxx Specialty Group LLC		Warrant Certificate No. ST W-___for 1,000,000 warrants  Series C Convertible Preferred Stock $0.00001 par value per share
02/27/2003		Xxxxxxx Xxxxx Specialty Group LLC		Warrant Certificate No. ST W-___for 500,000 warrants  Series C Convertible Preferred Stock $0.00001 par value per share
03/05/2003		Xxxxxxx Xxxxx Specialty Group LLC		Warrant Certificate No. ST W-___for 250,000 warrants  Series C Convertible Preferred Stock $0.00001 par value per share

03/05/2003		Xxxxxxx Xxxxx Specialty Group LLC		8% secured promissory note for $50,000.00 convertible into Series C Preferred Stock @ .20 per share
03/20/2003		Xxxxxxx Xxxxx Specialty Group LLC		Warrant Certificate No. ST W-___for 650,000 warrants  Series C Convertible Preferred Stock $0.00001 par value per share
05/31/2002		Xxxxxxx Xxxxx Specialty Group LLC,		Letter agreement to loan		Cancelled and Replaced by Notes dated 9/13/02
09/13/2002		Xxxxxxx Xxxxx Specialty Group LLC		Letter agreement concerning new 8% senior secured convertible promissory note in the aggregate principal amount of $1,700,000
09/13/2002		Xxxxxxx Xxxxx Specialty Group LLC		Amendment No. 1 to Security Agreement

2

Xxxxxxx Xxxxx Specialty Group LLC
SCHEDULE C

Existing Notes as of November 30, 2004:

Int. Rate		Def. Int. Rate			Issue Date			maturity date			Outstanding Principal			Days out - standing			Days in Default			Interest			Default Interest			Total Accrued Interest			Total Outstanding As of 11/30/04
0.08			0.06			9/13/2002			12/31/2002		$	1,700,000			797			690		$	301,089		$	195,500		$	496,589		$	2,196,589
0.08			0.06			2/10/2003			8/10/2003		$	200,000			620			470		$	27,556		$	15,667		$	43,222		$	243,222
0.08			0.06			2/27/2003			8/27/2003		$	100,000			630			453		$	14,000		$	7,550		$	21,550		$	121,550
0.08			0.06			3/3/2003			9/3/2003		$	50,000			627			447		$	6,967		$	3,725		$	10,692		$	60,692
0.08			0.06			3/18/2003			9/3/2003		$	130,000			612			447		$	17,680		$	9,685		$	27,365		$	157,365
											$	2,180,000.00								$	367,292.00		$	232,127.00		$	599,418.00		$	2,779,418.00

Predecessor notes-cancelled & exchanged for above notes on September 13, 2002:

Issue Date		canceled date			Principal- Cancelled notes
5/31/2002			9/13/2002		$	700,000
5/31/2002			9/13/2002		$	300,000
7/5/2002			9/13/2002		$	400,000
					$	1,400,000.00

[NUVIM LOGO]

Xxxxxxx X. Xxxxxxx
00 Xxxxx Xxxxx Xxxxx 00
Xxxxxxx, XX 00000
(201) 556-1010

December 31, 2004

Xxxxx Xxxxxxxxx Partners L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Partner

Re:     Xxxxx Xxxxxxxxx Partners L.P. Debt Extinguishment Transaction

Dear Sirs,

This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Xxxxx Xxxxxxxxx Partners L.P., Xxxxxxx Xxxxx Specialty Group LLC, Xxxxxxx Xxxxx Private Equity Fund I LP and Xxxxxxx Xxxxx Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Xxxxxxx Xxxxx”), and Xxxxxx Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.

The term Debt and Equity Interests used herein refers to the following:

               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Xxxxx Xxxxxxxxx Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.

               b. Outstanding Senior Subordinated Convertible Notes payable to Xxxxxxx Xxxxx by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.

               c.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.

               d.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.

               e.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.

               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Xxxxxxx Xxxxx, after NuVim’s proposed 55 to 1 reverse stock split, and

               g.  Transactions particular to Xxxxx Xxxxxxxxx Partners L.P. and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Secured Convertible Note(s) due and owing to Xxxxx Xxxxxxxxx Partners L.P., inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.

NOW, for other good and valuable consideration described below, Xxxxx Xxxxxxxxx Partners L.P. agrees with respect to all Debt and Equity Interests applicable to Xxxxx Xxxxxxxxx Partners L.P., as follows:

	5.	To not exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive any anti-dilution or conversion price adjustments contained therein.
	6.	To pay the $2,500,000 principal balance and all accrued interest due thereon to the Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on behalf of NuVim, simultaneously with  the closing of the IPO.
	7.	To cancel the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid interest thereon and default interest thereon through the Closing Date simultaneously with the closing of the IPO.
	8.	To accept 212,382 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel all outstanding warrants described in this letter agreement or its attachments.

It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Xxxxx Xxxxxxxxx Partners L.P. or  Xxxxxxx Xxxxx entity or to Xxxxxx X. Xxxxxx as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.

It is expressly agreed and acknowledged that Xxxxx Xxxxxxxxx Partners L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between XxXxx and Xxxxxxx Investment Company, Inc.

It is expressly agreed and acknowledged that Xxxxx Xxxxxxxxx Partners L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is expressly subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Xxxxxxx Investment Company, Inc.

2

Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to Xxxx Xxxxxx, Esq. at (000) 000-0000.

          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.

Very truly yours,
NUVIM, INC.
By:	/s/ XXXXXXX X. XXXXXXX
	Xxxxxxx Xxxxxxx, Chairman & CEO
AGREED, VERIFIED, RATIFIED & CONFIRMED:
XXXXX XXXXXXXXX PARTNERS L.P.,
By:	/s/ XXXXX XXXXXXXXX
	Xxxxx Xxxxxxxxx
	General Partner
Enclosures
Cc:	Xx. Xxxxxx Xxxxxx
	Xx. Xxxxxxx Xxxxxxxxx

3

Xxxxx Xxxxxxxxx Partners L.P.
SCHEDULE A

Date		Parties		Description		Disposition
09/21/1999		Xxxxx Xxxxxxxxx Partners L.P. from Xxxxxx Milk Biologic, Inc.		Promissory Demand Note for $500,000.00 with 8% interest, due 09/21/2001
11/05/1999		Xxxxx Xxxxxxxxx Partners L.P. from Xxxxxx Milk Biologic, Inc.		Promissory Demand Note for $500,000.00 with 8% interest, due 11/05/2001		Rolled into $1,700,000.00 note
11/18/1999		Xxxxx Xxxxxxxxx Partners L.P. from NuVim, Inc.		Promissory Demand Note for $300,000.00
01/29/2001		Wachovia Bank, N.A. from NuVim, Inc.		Note--$1,000,000.00 and borrowing authorization		Modified 5/30/01 & 12/14/01; replaced by 9/13/02 “new” notes totaling $2.5mm; Issued with 5 year warrant with exercise price of $1.00 for one share of common stock (i.e $2mm shares common & on $500k loan @ $2 warrants per dollar total $3mm warrants
01/31/2001		Xxxxx Xxxxxxxxx Partners L.P. from NuVim, Inc.		Security Agreement		Amended/Superseded and Replaced by Notes dated 9/13/02
02/02/2001		Xxxxx Xxxxxxxxx Partners L.P. & Xxxxxxx Xxxxx & Co. from NuVim, Inc.		Indemnity Agreement
09/13/2002				Warrant Agreement for 5 years with exercise price of $1.00 for one share of common stock (i.e 2,000,000 shares common & on $500,000 loan @ $2 warrants per dollar for a total of 3,000,000 warrants
02/10/2003		Xxxxx Xxxxxxxxx Partners LP (or Xxxxxxx Xxxxx Specialty Group LLC)		Warrant Agreement to purchase 2,500,000 shares Series C Convertible Preferred Stock @ .20 per share.		And all warrants issued or attendant thereto

SCHEDULE C

Predecessor notes-cancelled & exchanged for notes given to Xxxxxxx Xxxxx entities on September 13, 2002

Issue Date		canceled date			Principal- Cancelled notes
11/18/1999			9/13/2002		$	300,000

2

[NUVIM LOGO]

Xxxxxxx X. Xxxxxxx
00 Xxxxx Xxxxx Xxxxx 00
Xxxxxxx, XX 00000
(201) 556-1010

December 31, 2004

Xxxxxxx Xxxxx Private Equity Fund I LP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Re:     Xxxxxxx Xxxxx Private Equity Fund I LP Debt Extinguishment Transaction

Dear Sirs,

This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Xxxxx Xxxxxxxxx Partners L.P., Xxxxxxx Xxxxx Specialty Group LLC, Xxxxxxx Xxxxx Private Equity Fund I LP and Xxxxxxx Xxxxx Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Xxxxxxx Xxxxx”), and Xxxxxx Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.

The term Debt and Equity Interests used herein refers to the following:

               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Xxxxx Xxxxxxxxx Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.

               b. Outstanding Senior Subordinated Convertible Notes payable to Xxxxxxx Xxxxx by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.

               c.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.

               d.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.

               e.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.

               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Xxxxxxx Xxxxx, after NuVim’s proposed 55 to 1 reverse stock split, and

               g.  Transactions particular to Xxxxxxx Xxxxx Private Equity Fund I LP and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Secured Convertible Note(s) due and owing to Xxxxxxx Xxxxx Private Equity Fund I LP, inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.

NOW, for other good and valuable consideration described below, Xxxxxxx Xxxxx Private Equity Fund I LP agrees with respect to all Debt and Equity Interests applicable to Xxxxxxx Xxxxx Private Equity Fund I LP as follows:

	9.	To not exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive any anti-dilution or conversion price adjustments contained therein.
	10.	To pay the $2,500,000 principal balance and all accrued interest due thereon to the Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on behalf of NuVim, simultaneously with  the closing of the IPO.
	11.	To cancel the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid interest thereon and default interest thereon through the Closing Date simultaneously with the closing of the IPO.
	12.	To accept 21,700 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel all outstanding warrants described in this letter agreement or its attachments.

It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Xxxxxxx Xxxxx entity or to Xxxxxx X. Xxxxxx as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.

It is expressly agreed and acknowledged that Xxxxxxx Xxxxx Private Equity Fund I L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Xxxxxxx Investment Company, Inc.

Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to Xxxx Xxxxxx, Esq. at 000-000-0000.

2

          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.

Very truly yours,
NUVIM, INC.
By:	/s/ XXXXXXX X. XXXXXXX
	Xxxxxxx Xxxxxxx
	Chairman & CEO
AGREED, VERIFIED, RATIFIED & CONFIRMED:
XXXXXXX XXXXX PRIVATE EQUITY FUND I LP
By:	Xxxxx partners LLC, General Partner
By:	/s/ XXXXXXX X. XXXXXXXXX
	Xxxxxxx X. Xxxxxxxxx
	Manager
Enclosures
Cc:	Xx. Xxxxxx Xxxxxx
	Xx. Xxxxxxx Xxxxxxxxx

3

Xxxxxxx Xxxxx Private Equity Fund I LP
SCHEDULE A

Date		Parties (NuVim with:)		Description		Disposition
09/13/2002		Xxxxxxx Xxxxx Private Equity Fund I LP		8% senior secured convertible promissory note for $200,000 (Maturity date 12/31/2002, def. int 6%)
09/13/2002		Xxxxxxx Xxxxx Private Equity Fund I, LP		Warrant Agreement to purchase 200,000 shares Series C Convertible Preferred Stock

Xxxxxxx Xxxxx Private Equity Fund I LP
SCHEDULE B

05/31/2002		Xxxxxxx Xxxxx Private Equity Fund I LP		8% secured promissory note for $200,000.00 convertible into equity securities upon the sale of the same		Replaced by 9/13/2002 transaction
05/31/2002				Letter agreement to loan		Cancelled and Replaced by Notes dated 9/13/02
09/13/2002				Letter agreement concerning new 8% senior secured convertible promissory note in the aggregate principal amount of $200,000
09/13/2002				Amendment No. 1 to Security Agreement

Xxxxxxx Xxxxx Private Equity Fund I LP
SCHEDULE C

Int. Rate		Def. Int. Rate			Issue Date			maturity/ canceled date			Outstanding  Principal			Days out -standing			Days in Default			Interest			Default Interest			Total Accrued Interest			Total Outstanding As of 11/30/04
0.08			0.06			9/13/2002			12/31/2002		$	200,000			797			690		$	35,422		$	23,000		$	58,422		$	258,422

[NUVIM LOGO]

Xxxxxxx X. Xxxxxxx
00 Xxxxx Xxxxx Xxxxx 00
Xxxxxxx, XX 00000
(201) 556-1010

December 31, 2004

Xxxxxxx Xxxxx Private Equity Fund II LP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Re:     Xxxxxxx Xxxxx Private Equity Fund II LP Debt Extinguishment Transaction

Dear Sirs,

This letter sets forth the terms of our mutual agreement to enact a restructuring of certain debt and equity interests held by Xxxxx Xxxxxxxxx Partners L.P., Xxxxxxx Xxxxx Specialty Group LLC, Xxxxxxx Xxxxx Private Equity Fund I LP and Xxxxxxx Xxxxx Private Equity Fund II LP and any other related or predecessor entities (all of the foregoing entities are hereafter referred to as “Xxxxxxx Xxxxx”), and Xxxxxx Milk Biologics, Inc. (“Debt and Equity Interests”), concurrent with the closing of an initial public offering (“IPO”) of Nuvim Inc.’s (“NuVim”) common stock. Your agreement to the restructuring events described below is an integral part of the proposed stock offering and will be included in the prospectus to investors.

The term Debt and Equity Interests used herein refers to the following:

               a.  A loan agreement between NuVim and Wachovia Bank, N.A. made in 2001, under which Xxxxx Xxxxxxxxx Partners L.P. is guarantor, for a principal amount of $2,500,000 together with accrued interest thereon through December 31, 2004.

               b. Outstanding Senior Subordinated Convertible Notes payable to Xxxxxxx Xxxxx by NuVim aggregating $2,480,000 in principal plus accrued interest and default interest thereon, as of December 31, 2004.

               c.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 55,546 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the guarantee of the Wachovia bank indebtedness.

               d.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 81,818 shares of NuVim preferred stock, at an exercise price of $11.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the Senior Subordinated Convertible Notes.

               e.  Warrants held by Xxxxxxx Xxxxx to purchase approximately 9,017 shares of NuVim common stock at an exercise price of $55.00 per share, after NuVim’s proposed 55 to 1 reverse stock split, issued in connection with the issuance of NuVim’s Series A preferred stock.

               f.  Approximately 18,182 shares of NuVim Series A preferred stock held by Xxxxxxx Xxxxx, after NuVim’s proposed 55 to 1 reverse stock split, and

               g.  Transactions particular to Xxxxxxx Xxxxx Private Equity Fund II LP and NuVim which are detailed in Schedule A and/or Schedule B annexed hereto, and the balance of the Senior Secured Convertible Note(s) due and owing to Xxxxxxx Xxxxx Private Equity Fund II LP, inclusive of principal, interest, penalty interest and other charges which are specified in Schedule C hereto.

NOW, for other good and valuable consideration described below, Xxxxxxx Xxxxx Private Equity Fund II LP agrees with respect to all Debt and Equity Interests applicable to Xxxxxxx Xxxxx Private Equity Fund II LP as follows:

	13.	To not exercise conversion rights in any of the aforementioned  Debt and Equity Interests, and to waive any anti-dilution or conversion price adjustments contained therein.
	14.	To pay the $2,500,000 principal balance and all accrued interest due thereon to the Wachovia Bank, N.A., through the IPO closing date (the “Closing Date”), on behalf of NuVim, simultaneously with  the closing of the IPO.
	15.	To cancel the Senior Subordinated Convertible Notes of $2,480,000 and forgive unpaid interest thereon and default interest thereon through the Closing Date simultaneously with the closing of the IPO.
	16.	To accept 10,619 shares of NuVim common stock, after NuVim’s proposed 55 to 1 reverse stock split, in consideration paragraphs 1 through 3 inclusive, and to cancel all outstanding warrants described in this letter agreement or its attachments.

It is further agreed that no finder’s fees or warrants will be owed by NuVim to any Xxxxxxx Xxxxx entity or to Xxxxxx X. Xxxxxx as a consequence of the IPO, whether under Placement Agency Agreements dated January 13, 2000 and October 12, 2001, or under any Finders Agreement entered into subsequent thereto, nor will the IPO be considered a “transaction” as described in such agreements.

It is expressly agreed and acknowledged that Xxxxxxx Xxxxx Private Equity Fund II L.P.’s agreement to the transactions set forth in this letter agreement, including without limitation, the restructuring and waiver of warrants and finder’s fees, is subject to and conditioned upon the closing of the IPO on or before April 30, 2005 complying with all of the terms and conditions of that certain Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim and Xxxxxxx Investment Company, Inc.

Assuming that what is contained herein is accurate and memorializes our agreement and understanding, please date, sign and return the original to me in triplicate. In addition, I would appreciate if you would also deliver a conformed copy by facsimile transmission to Xxxx Xxxxxx, Esq. at 000-000-0000.

2

          IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above-written.

Very truly yours,
NUVIM, INC.
By:	/s/ XXXXXXX X. XXXXXXX
	Xxxxxxx Xxxxxxx
	Chairman & CEO
AGREED, VERIFIED, RATIFIED & CONFIRMED:
XXXXXXX XXXXX PRIVATE EQUITY FUND II LP
By:	Xxxxx Partners LLC, General Partner
By:	/s/ XXXXXXX X. XXXXXXXXX
	Xxxxxxx X. Xxxxxxxxx
	Manager
Enclosures
Cc:	Xx. Xxxxxx Xxxxxx
	Xx. Xxxxxxx Xxxxxxxxx

3

Xxxxxxx Xxxxx Private Equity Fund II LP
SCHEDULE A

Date		Parties (NuVim with:)		Description		Disposition
09/13/2002		Xxxxxxx Xxxxx Private Equity Fund II LP		8% senior secured convertible promissory note for $100,000 (Maturity date 12/31/2002, def. int 6%)
09/13/2002		Xxxxxxx Xxxxx Private Equity Fund  II, LP		Warrant Agreement to purchase 100,000 shares Series C Convertible Preferred Stock

Xxxxxxx Xxxxx Private Equity Fund II LP
SCHEDULE B

Date		Parties (NuVim with:)		Description		Disposition
05/31/2002		Xxxxxxx Xxxxx Private Equity Fund II LP		8% secured promissory note for $100,000.00 convertible into equity securities upon the sale of the same		Cancelled and Replaced by Notes dated 9/13/02
05/31/2002				Letter agreement		Cancelled and Replaced by Notes dated 9/13/02
09/13/2002				Letter agreement concerning new 8% senior secured convertible promissory note in the aggregate principal amount of $100,000
09/13/2002				Amendment No. 1 to Security Agreement

Xxxxxxx Xxxxx Private Equity Fund II LP
SCHEDULE C

Int. Rate		Def. Int. Rate			Issue Date			maturity/ canceled date			Outstanding Principal			Days out - standing			Days in Default			Interest			Default Interest			Total Accrued Interest			Total Outstanding As of 11/30/04
0.08			0.06			9/13/2002			12/31/2002		$	100,000			797			690		$	17,711		$	11,500		$	29,211		$	129,211

FORM OF
AMENDMENT TO DECEMBER 31, 2004
LETTER AGREEMENT

          THIS AGREEMENT, dated as of March   , 2005, is intended to amend that certain letter agreement dated December 31, 2004 by and between the undersigned and NuVim, Inc. pertaining to certain agreements regarding debt extinguishment and related matters in exchange for the issuance of shares of NuVim, Inc.’s Common Stock. (the “Letter Agreement”). In connection therewith, the undersigned xxxxxx agrees that:

                    1.          Its obligations set forth in the Letter Agreement shall be conditioned on the closing of NuVim, Inc.’s initial public offering in the amount of $12.0 million in gross proceeds offered at a Unit price of $12 per Unit. The undersigned acknowledges that the Unit shall consist of (i) four shares of Common Stock; (ii) four Class A Redeemable Warrants; and (iii) four Class B Non-Redeemable Warrants.

                    2.          To the extent Revision 2 to Memo of Understanding dated February 4, 2004 between NuVim, Inc. and Xxxxxxx Investment Company, Inc. will not be complied with because of the changes described above to the structure of the initial public offering, the condition is hereby waived.

          In all other respects, the terms and conditions of the Letter Agreement shall remain unchanged and in effect.

*

(Entity)

By:

Name:

Title:

* Executed by each of Xxxxxxx Xxxxx Specialty Group, LLC, Xxxxx Xxxxxxxxx Partners, LP, Xxxxxxx Xxxxx Private Equity Fund I LP and Xxxxxxx Xxxxx Private Equity Fund II LP.