Exhibit 10.8

Credit Facility Letter dated as of August 11, 2004 between Enhance Biotech, Inc.
and Bioaccelerate, Inc.


                               Bioaccelerate Inc.

                                 August 11, 2004

Enhance Biotech, Inc.
712 Fifth Avenue, 19th Floor

New York, NY, 10019
Attn:  Chris Every, President and CEO

      Re:   Credit Facility

Gentlemen:

BIOACCELERATE INC ("BIOACCELERATE  INC") is pleased to make available to Enhance
Biotech,  Inc. (the  "Company") a senior,  secured credit  facility (the "Credit
Facility"), pursuant to which BIOACCELERATE INC shall provide the Company one or
more loans (each, a "Tranche") in the aggregate  principal  amount of up to Four
Million Dollars ($4,000,000)  dollars (the "Maximum Funded Amount"),  subject to
the terms and conditions as hereinafter  provided in this letter agreement (this
"Letter Agreement").

The First Tranche (the "Initial  Tranche") will be payable to the Company or its
Creditors  on an as needed  basis and will be provided and funded to the Company
upon receipt of the following documents from the Company:  (i) a grid promissory
note (the "Note"),  executed by an authorized  officer of the Company evidencing
the principal  amount of funds  available under the Credit Facility and the draw
down of the Initial  Tranche (in the form attached  hereto as Exhibit A), (ii) a
security  agreement (the "Security  Agreement") and other  collateral  documents
pursuant to which certain assets and subsequently acquired assets of the Company
shall be pledged to secure the  repayment of the  indebtedness  evidenced by the
Note (the  "Security  Documents"),  executed  by an  authorized  officer  of the
Company  (in the form  attached  hereto as Exhibit  B),  (iii) the  warrant  (as
defined  herein),  executed by an authorized  officer of the Company,  (iv) such
other documents,  each in form and substance  satisfactory to BIOACCELERATE INC,
as BIOACCELERATE INC shall reasonably request.

Subject to the conditions  specified herein,  additional  Tranches shall be made
available on as needed basis (each a "Funding  Date").  Each Additional  Tranche
will be funded within two (2) business days following  receipt by  BIOACCELERATE
INC on a Funding  Date of a request  for the  funding of an  Additional  Tranche
(each, a "Request") from the Company.

The  Company  covenants  to use the  proceeds  of each  Tranche  solely  for the
purposes as set forth in the budget approved by the Company's Board and attached
to the  note on  Annex A or as  otherwise  agreed  with  BIOACCELERATE  INC.  In
connection with the foregoing  covenant,  BIOACCELERATE INC shall have the right
(the "Audit and Demand Right"), subject to customary confidentiality provisions,
at any time during the term of the Note and for such extended  period of time as
indebtedness  remains  outstanding  under any Note to (a) audit and  inspect the
books and  records of the  Company  for the  purpose of  determining  the use of
proceeds from any Tranche at reasonable  times and with reasonable  prior notice
in accordance with the terms and conditions of the Note or (b) demand reasonable
evidence from the Company that the Company is in  compliance  with the foregoing
covenant, which evidence the Company shall provide to BIOACCELERATE INC promptly
upon written request.

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<PAGE>

Notwithstanding   anything  to  the  contrary   provided  herein  or  elsewhere,
BIOACCELERATE  INC shall have no  obligation  to fund a Tranche if at the time a
Request is received by  BIOACCELERATE  INC and prior to when the funds requested
in the Tranche are sent, one or more of the following events shall have occurred
and be continuing:

      (i)  There  shall be any  material  change  in the  business,  properties,
assets,  results of operations,  prospects or financial condition of the Company
since January 31, 2004;

      (ii) The  Company  shall be in breach  of or  default  under any  material
contract,  license or other agreement or instrument and such breach has not been
cured within 30 days of the Company's  receipt of written notice of such breach;
or

      (iii) There shall not have occurred and be continuing  (a) any domestic or
international  event,  act or occurrence which has materially  disrupted,  or is
likely in the immediate future to materially  disrupt,  the securities  markets;
(b) a general  suspension of, or a general  limitation on prices for, trading in
securities on the New York Stock  Exchange or the American  Stock Exchange or in
the  over-the-counter  market; (c) any banking moratorium declared by a state or
federal  authority;  (d) any moratorium  declared in foreign exchange trading by
major  international  banks or other persons ; (e) any material  interruption in
the mail service or other means of  communication  within the United States;  or
(f) neither the Company nor any of its officers,  directors  and/or  controlling
shareholders have become the subject of or a named party in any investigation or
action involving any regulatory or self-regulatory  organization including,  but
not limited to, the SEC,  the NASD or any state and/or  federal  agency (each as
set forth in this clause (iii), a "Pro Rata Event").

As an  inducement  to  BIOACCELERATE  INC to provide the Credit  Facility to the
Company,  the  Company  shall  issue  to  BIOACCELERATE  INC (on the date of the
funding of the Initial  Tranche)  five (5) year  warrants  (the  "Warrants")  to
purchase 1,500,000 shares of the Company's common stock (the "Common Stock"), at
an exercise price of $3.00 per share  (subject to adjustment  for  anti-dilution
and other customary adjustments).

This  Agreement  shall be  governed  by and  construed  in  accordance  with the
internal  laws of the State of New York without  regard to the conflicts of laws
principles thereof.  The parties hereto hereby agree that any suit or proceeding
arising directly and/or  indirectly  pursuant to or under this instrument or the
consummation of the transactions contemplated hereby, shall be brought solely in
a federal or state court  located in the City,  County and State of New York. By
its execution hereof,  the parties hereby covenant and irrevocably submit to the
in personam  jurisdiction  of the federal and state courts  located in the City,
County and State of New York and agree that any  process in any such  action may
be served upon any of them  personally,  or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same fall force and
effect as if personally  served upon them in New York City.  The parties  hereto
waive any claim that any such  jurisdiction  is not a  convenient  forum for any
such suit or proceeding and any defense or lack of in personam jurisdiction with
respect  thereto.  In the  event of any such  action  or  proceeding,  the party
prevailing  therein  shall be entitled to payment from the other party hereto of
its  reasonable   counsel  fees  and   disbursements  in  an  amount  judicially
determined.

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<PAGE>

Any notice,  consent,  request,  or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt  requested  addressed to the Company,  at its principal  office as first
provided  above,  Attention:  Chris  Every  .  And to  BIOACCELERATE  INC at its
addressed  provided above (or to such other address as either the Company and/or
BIOACCELERATE INC shall provide in writing to the other party). Notices shall be
deemed to have been given on the date of receipt by the other party.

                                    Very truly yours, BIOACCELERATE, INC.

                                    By: /s/  Lee Cole

                                        -------------------
                                        Name:  Lee Cole
                                        Title: CEO

Accepted and agreed as of the
date first appearing above


ENHANCE BIOTECH, INC.

By: /s/ Christopher Every

    -------------------------------
      Name:  Christopher Every
      Title: President and CEO

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<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTE



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<PAGE>

                                    EXHIBIT B

                           FORM OF SECURITY AGREEMENT

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