EXHIBIT 10.4

                            SUBDISTRIBUTOR AGREEMENT

     This Subdistributor Agreement  ("Subdistributor  Agreement") is made on 1st
day of March,  2005 by and  between RX USA  Marketing  and its  successors  (the
"Company"), and Brampton Crest International, Inc. (the "Brampton").

                                    RECITALS

     A.  The  Company  entered  into  a  Distributor  Agreement  with  Dermazone
Solutions  on July 13, 2004 (the  "Distributor  Agreement"),  a copy of which is
attached hereto as Attachment A, and such Distributor  Agreement remains in full
force and effect as of the date herein.

     B. The Company wishes and Brampton agrees to be a  Subdistributor  pursuant
to the terms and conditions of that  Distributor  Agreement and the parties wish
to memorialize this agreement.

     NOW THEREFORE,  in consideration  of the mutual promises,  representations,
     warranties and covenants  contained herein, and for other good and valuable
     consideration,  the receipt and adequacy of which are hereby  acknowledged,
     the parties  hereto,  each intending to be legally  bound,  hereby agree as
     follows:

     1.   Appointment as Subdistributor. The Company hereby appoints Brampton as
          its  Subdistributor  pursuant  to  the  terms  and  conditions  of the
          Distributor Agreement and Brampton accepts such appointment and agrees
          to the terms and conditions of the Distributor Agreement.

     2.   Term. The  appointment as a  Subdistributor  shall continue as long as
          the  Distributor  Agreement  remains in full force and effect or until
          (a) the parties,  by mutual written  consent,  agree to terminate this
          Subdistributor  Agreement;  or (b) Brampton, by 10 days written notice
          to the Company,  no longer intends to be a Subdistributor  pursuant to
          this Subdistributor Agreement.

     3.   Product  Costs.  The  pricing  of the  products  available  to be sold
          pursuant  to the  Distributor  Agreement  shall be  determined  by the
          parties  herein and attached  hereto as Schedule A, such Schedule A to
          be revised by mutual written consent of the parties  proportionate  to
          the pricing modifications of the products.

     4.   Notices.  All  notices,  requests,  demands  and other  communications
          required or permitted under this Subdistributor  Agreement shall be in
          writing,  and shall be deemed to have been duly  given (1) on the date
          of  delivery,  if delivered  personally,  or sent by facsimile by 5:00
          p.m. local time at the place of delivery on such date,  followed by an
          original  delivered  by first class  mail,  registered  or  certified,
          return receipt requested, postage prepaid, to the party to whom notice


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          is to be given,  (2) within 72 hours after  mailing,  if mailed to the
          party to whom notice is to be given,  by first class mail,  registered
          or certified mail, return receipt requested,  postage prepaid,  or (3)
          on the  following  day if sent by a  nationally  recognized  overnight
          delivery  services,  in each case,  properly addressed to the party at
          his address  set forth on the  signature  page of this  Subdistributor
          Agreement or any other address that any party may designate by written
          notice to the others.

     5.   Power and Authority. Each party hereto hereby covenants and represents
          to the  other  party  that the  first  party  has the full  power  and
          authority to enter into this  Agreement,  and that  entering into this
          Subdistributor Agreement will not violate any law, statute,  ordinance
          or contractual provision in any way.

     6.   Authority.   The  parties  hereto  acknowledge  and  agree  that  this
          Subdistributor  Agreement  does not  create a  fiduciary  relationship
          between   Brampton  and  the  Company,   that  Brampton  shall  be  an
          independent  contractor with respect to the Company,  and that nothing
          in this Subdistributor  Agreement is intended to constitute or appoint
          Brampton  as an agent,  legal  representative,  partner,  employee  or
          servant of the Company for any purpose whatsoever.

     7.   Waiver,  Governing Law, Venue. No waiver by either party hereto at any
          time  of any  breach  by  either  party  hereto  of any  condition  or
          provision of this Subdistributor Agreement shall be deemed a waiver of
          any subsequent breach of this Agreement. The validity, interpretation,
          construction and performance of this Subdistributor Agreement shall be
          governed by the laws of the State of Florida, and venue for any action
          brought hereunder shall lie exclusively in the state or Federal courts
          located in  Miami-Dade  County,  Florida.  The parties  hereto  hereby
          consent  to the  exclusive  jurisdiction  of any such court and hereby
          waive (a) any objection to such venue, including,  without limitation,
          an objection  based on the assertion  that this venue  constitutes  an
          inconvenient  forum,  and (b) any objection to personal service of any
          and all process upon them and consent that all such service of process
          be made by mail in  accordance  with the notice  provisions  contained
          herein.

     8.   Validity, Integration, Oral Termination,  Modification. The invalidity
          or unenforceability of any provision of this Subdistributor  Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement,  which shall remain in full force and effect.  This
          Subdistributor  Agreement  contains the final,  complete and exclusive
          expression  of the  understandings  between the parties  regarding the
          matters  discussed  herein  and  supersedes  any  prior  agreement  or
          representation,  oral or written, by either party. This Subdistributor
          Agreement  cannot be changed or  terminated  orally.  Any amendment or
          modification of this  Subdistributor  Agreement or any provision of it
          will be valid and effective  only if it is in writing and signed by or
          on behalf of each party to this Agreement.

     9.   Headings.  The titles and headings  preceding the text of the sections
          of this  Subdistributor  Agreement  have been inserted  solely for the
          convenience  of  reference  and  neither  constitute  a part  of  this

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          Subdistributor  Agreement  nor affect its meaning,  interpretation  or
          effect.

     10.  Counterparts.  This  Subdistributor  Agreement  may be executed by the
          parties in one or more  counterparts,  each of which when so  executed
          shall be an original and all such  counterparts  shall  constitute one
          and the same  instrument.  Confirmation  of  execution  by  electronic
          transmission  of a facsimile  signature page shall be binding upon any
          party so confirming.

     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Consulting
     Subdistributor Agreement as of the date first above written.

                                            BRAMPTON

                                            Brampton Crest International, Inc.

                                            ------------------------------------

                                            By:
                                            ------------------------------------

                                            Title:
                                            ------------------------------------
                                            Address:
                                            ------------------------------------

                                            ------------------------------------

                                            THE COMPANY

                                            RX USA Marketing

                                            By:
                                            ------------------------------------

                                            Title:
                                            ------------------------------------
                                            Address:
                                            ------------------------------------

                                            ------------------------------------


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                                  Attachment A

                              Distributor Agreement


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                             Tuesday, July 13, 2004
               Distributor Agreement between RX USA Marketing and
                              Dermazone Solutions.

1.   RX USA Marketing will be a distributor of all Dermazone  Solutions products
     in the South Florida market.

2.   RX USA  Marketing  wil  continuet  o pay  50% of  wholesale  price  for the
     Lyphazome  product  line.  Payment  will be made on credit  card at time of
     order.

3.   RX USA Marketing  will pay 60% of wholesale  price on the Celazome  product
     line and paymetn will be on credit card at the time of order.

4.   Dermazone  Solutions will supply  marketing  materials to RX USA Marketing,
     i.e.  samples and brochures and testers at 5% of the total purchase  order.
     the  variety  or  each  type  of  free  goods  will  be the  choice  of teh
     Distributor and subject to availability.

5.   Dermazone Solutions will give RX USA Marketing any leads (Local tradeshows)
     that are in the South Florida market,  Monroe,  Dade, Broward,  Palm Beach,
     and Martin gcounties. To benefit the growth of RX USA Marketing.

6.   Dermazone Solutions will only deal with Michael Breindel, President; as the
     sole  representative  for RX USA  Marketing  and  will  keep  all  business
     confidential.

7.   Dermazone Solutions will give RX USA Marketing the best possible rates when
     charging for shipping.

8.   Dermazone Solutions will not sell directly to any RX USA Marketing accounts
     that buy Dermazone  products  directly from RX USA Marketing to ensure good
     business relationships.

9.   RX USA Marketing will be responsible for their expenses;  i.e. gas, tolls &
     travel.

10.  No waiver or  modifications  of the terms of this Agreement  shall be valid
     unless contained in writing signed by both parties.


/s/ Carolyn Veroni                              /s/ Michael Breindel
--------------------------------               ----------------------------
Carolyn Veroni                                  Michael Breindel, President
Director of Business Development

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                                   Schedule A

                                Pricing Schedule


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