EXHIBIT 10.8

AGREEMENT



         Agreement (hereinafter: "Agreement") dated this 6th
day of January,  2004, by and between A.D.  Pharma,  Inc., a
Florida  corporation  with  its  principal  office  at  1170
Highway A1A,  Satellite Beach,  Florida 32937  (hereinafter:
"PHARMA") and MedStrong  International,  Inc., a corporation
with its  principal  office at 500 Silver  Spur Road,  Suite
101(hereinafter: "MEDSTRONG")

WHEREAS  PHARMA has  negotiated a licensing  agreement  with
Imperial Gold Hong Kong, Inc. (hereinafter: "Imperial Gold")
to which  PHARMA has been  granted  the  exclusive  right to
market  within the United  States of America an all  natural
alcohol  detoxicant  manufactured  by  Imperial  Gold called
"Notox" (as hereinafter defined: the "PRODUCT"); and

WHEREAS  MEDSTRONG  seeks to purchase  from PHARMA up to ten
(10%) percent of the gross revenues to be received by PHARMA
from the sale of the  PRODUCT  within the  United  States of
America,  for  a  term  of  five  (5)  years  following  the
execution of this Agreement; and

WHEREAS  PHARMA  wishes to sell to MEDSTRONG up to ten (10%)
percent of the gross  revenues to be received by PHARMA from
the  sale  of the  PRODUCT  for a term  of  five  (5)  years
following the execution of this Agreement.

           Now, therefore,  in consideration of Ten ($10.00)
Dollars in hand  exchanged  by the  parties,  and the mutual
covenants hereinafter contained, the parties hereto agree as
follows:

           1.   Definitions. For purposes of this Agreement,
and in addition to those terms as may be defined in the text
of this  Agreement,  the  following  terms  shall  have  the
following meanings:

                A.  "Product" - The Notox  product  line and
any other  derivative  or  products  derived  from the Notox
product line developed and/or acquired by PHARMA.

                B.  "Gross  Proceeds"  - The  consideration,
including cash, stock or other property,  received by PHARMA
and/or its  Affiliate  attributable  to the sale  within the
United States of America of the PRODUCT to third parties.

                C. "Sale" - means any bona fide  transaction
for  which  consideration  is  received  by  PHARMA  or  its
Affiliate  for the  sale,  use,  lease,  transfer  or  other
disposition  of the PRODUCT.  A sale of the PRODUCT shall be
deemed complete at the time PHARMA or its Affiliate receives
payment for such PRODUCT.

                D.  "Affiliate"  - means  any  legal  entity
directly or indirectly  controlling,  controlled by or under
common control with PHARMA.

                E.  "Control" - means the direct or indirect
ownership  by PHARMA of more than ten (10%)  percent  of the
outstanding  voting  securities  of a legal  entity,  or the
right of PHARMA to  receive  more than ten (10%)  percent of
the profits or earnings of a legal  entity,  or the right of
PHARMA to control the policy decisions of a legal entity.

        Section 2.  Options. PHARMA hereby grants to
MEDSTRONG the right to purchase up to ten (10%) percent of
PHARMA's Gross Proceeds in accordance with the four options
set forth in this Section 2:


<PAGE>

                A.  Option 1. Within (10)  business  days or
sooner  following the execution by PHARMA and Medstrong of a
signed  contract,   MEDSTRONG  shall  deliver   Seventy-Five
Thousand  ($75,000.00)  Dollars  (hereinafter:   the  "First
Payment") to PHARMA,  in  consideration  of which  MEDSTRONG
shall receive Three (3%) Percent of the Gross Proceeds.

                B.  Option 2.  Within  thirty-one  (31) days
following  MEDSTRONG's  delivery  of the  First  Payment  to
PHARMA,  MEDSTRONG shall deliver Fifty Thousand ($50,000.00)
Dollars to PHARMA, in consideration of which MEDSTRONG shall
receive  an  additional   Two  (2%)  Percent  of  the  Gross
Proceeds;

                C.  Option  3.  Within  sixty-one  (61) days
following  MEDSTRONG's  delivery  of the  First  Payment  to
PHARMA,  MEDSTRONG shall deliver Fifty Thousand ($50,000.00)
Dollars to PHARMA, in consideration of which MEDSTRONG shall
receive  an  additional   Two  (2%)  Percent  of  the  Gross
Proceeds;

                D.  Option 4.  Within  ninety-one  (91) days
following  MEDSTRONG's  delivery  of the  First  Payment  to
PHARMA,   MEDSTRONG  shall  deliver  Seventy-Five   Thousand
($75,000.00)  Dollars to PHARMA,  in  consideration of which
MEDSTRONG shall receive an additional  Three (3%) Percent of
the Gross Proceeds.

           The date by which the monies  are to be  received
by  PHARMA  as set  forth in  Options  1 through 4 herein is
referred to as the "Exercise Date".

           The parties agree that although it is MEDSTRONG's
intention to exercise all four (4) options described herein,
there is no obligation on the part of MEDSTRONG to do so. In
the event that  MEDSTRONG  exercises  less than all four (4)
options  by the  Exercise  Date  specified  in each  option,
MEDSTRONG  acknowledges  that it will  receive less than Ten
(10%)  Percent  of  the  Gross   Proceeds.   Notwithstanding
anything herein to the contrary,  if PHARMA does not receive
from MEDSTRONG the entire amount of the payment specified in
each option on or before the Exercise  Date set forth herein
for each such option,  and an alternate date for the receipt
by PHARMA of the entire  payment due pursuant to such option
is not agreed to in writing by  MEDSTRONG  and PHARMA,  then
MEDSTRONG shall be deemed to have waived its right to obtain
that  percentage  of the Gross  Proceeds  applicable to such
unexercised  option.  Any such waiver by  MEDSTRONG  affects
neither  options  previously  exercised by MEDSTRONG and the
vested Gross Proceeds received by MEDSTRONG pursuant thereto
nor any future  option whose  exercise  date has not passed,
but  does  affect  the  dollar  amount  of the  "Re-Purchase
Option". The percentage of the Gross Proceeds to be received
by  MEDSTRONG  pursuant  to its  exercise of the options set
forth  herein  shall be called,  collectively,  the "Royalty
Interest".

           Section  3. Term.  MEDSTRONG  shall  receive  the
Royalty  Interest  for a period of Five (5) years  following
the  date  of  this  Agreement  (hereinafter:  the  "Initial
Term"). MEDSTRONG has agreed to receive the Royalty Interest
over the period of the Initial Term based on the  assumption
that  revenues  received  by  PHARMA  from  the  sale of the
Product shall equal or exceed Five Hundred  Thousand Dollars
($500,000.00)  during the first year of the Initial Term and
One  Million  dollars  ($1,000,000.00)  during  each  of the
succeeding four (4) years.  For each year during the Initial
Term that  PHARMA  fails to receive  the  assumed  revenues,
MEDSTRONG shall be entitled to receive the Royalty  Interest
for  one  additional  year  beyond  the  Initial  Term.  For
example,  if PHARMA fails to receive the assumed revenues in
the  first,  third and  fourth  years of the  Initial  Term,
MEDSTRONG  will be entitled to receive the Royalty  Interest
for three (3) additional  years beyond the Initial Term. The
Initial Term with such  additional  years (if any) as may be
added  pursuant  to  this  Section  3 shall  hereinafter  be
referred  to as the "Final  Term".  Upon the  expiration  or
earlier   termination  of  the  Final  Term  all  rights  of
MEDSTRONG  to receive  the  Royalty  Interest  shall end and
there shall be no further  obligation  on the part of either
party.


<PAGE>

           Section 4. All monies  payable to  MEDSTRONG as a
Royalty  Interest by PHARMA pursuant to this Agreement shall
be paid by PHARMA  within ten (10)  business  days after the
end of each calendar quarter following the execution of this
Agreement.  Said  payments  shall be  mailed  by  PHARMA  to
MEDSTRONG  at500 Silver Spur Road,  Suite 101,  Rancho Palos
Verdes,  California 90274.  Simultaneously with each payment
by PHARMA of the Royalty  Interest due to MEDSTRONG  for the
preceding  calendar  quarter,  PHARMA will provide  detailed
information  to MEDSTRONG  showing the  computation of Gross
Proceeds  and  the   calculation  of   MEDSTRONG's   Royalty
Interest.  MEDSTRONG  will have the right to audit the books
and  records  of PHARMA on a  quarterly  basis by  providing
thirty (30) days prior to audit  written  notice is given to
PHARMA of said request.

           Section 5. PHARMA may re-purchase the entirety of
MEDSTRONG's  Royalty Interest at any time during the Term of
this  Agreement  for Five  Million  ($5,000,000.00)  Dollars
(hereinafter: the "Re-Purchase Option"). PHARMA may exercise
it Re-Purchase  Option by forwarding  notice to MEDSTRONG of
the exercise of its Re-Purchase Option together with payment
of Five  Million  ($5,000,000.00)  Dollars  in  good  funds.
Immediately upon  MEDSTRONG's  receipt of notice of PHARMA's
exercise  of its  Re-Purchase  Option  and the Five  Million
($5,000,000.00)  Dollars,  MEDSTRONG's rights to the Royalty
Interest it purchased  pursuant to this Agreement  shall end
and  there  will be no  further  obligation  on the  part of
either   party.   This   "Re-Purchase   Option"   amount  of
$5,000,000.00  is based on all  four  (4)  Purchase  Options
being  fulfilled  within 91 days from first Option  Payment.
Each Option  Payment paid  represents  a  percentage  of the
$5,000,000.00  total  Re-Purchase  Option (RPO) amount to be
paid by PHARMA to buy out the  contract  from  MEDSTRONG  as
follows: Purchase Option One paid - 30% ($1,500,000.00) RPO

Purchase Option One and Two paid - 50% ($2,500,000.00) RPO

Purchase Option One, Two and Three paid - 70% ($3,500,000.00) RPO

Purchase Option One, Two, Three and Four paid - 100% ($5,000,000.00) RPO



           Section  6. If  PHARMA's  rights  to  market  the
PRODUCT in the United  States of America is sold or assigned
by  PHARMA  during  the  term of this  Agreement,  including
extensions,   MEDSTRONG   will   receive  from  PHARMA  that
percentage of the Gross Proceeds of such sale  equivalent to
the  percentage   Royalty  Interest  acquired  by  MEDSTRONG
pursuant to this Agreement.

"Notwithstanding any sale or assignment of PHARMA's rights
hereunder, Medstrong shall remain entitled to receive the
Royalty Interest for the duration of the Final Term from the
purchaser/assignee."

           Section  7.  Representations  by  Pharma.  PHARMA
hereby represents to MEDSTRONG that:

                a. all information  contained in the answers
to the due diligence request annexed hereto as Exhibit 1 are
true and correct as of the date hereof.

                b.  It has  received  documented  assurances
from Imperial  Gold that,  with respect to the Notox product
name or under any other  product name using the  ingredients
of  the  PRODUCT  or  its  proprietary  extracting  methods,
Imperial Gold will do whatever possible to avoid competition
between  PHARMA and other  companies with whom Imperial Gold
has or  may  have  contractual  agreements  within  PHARMA's
licensed territory.

                c. The articles  published by Ying-Jie Chan,
PH.D.,     in     the      International      Journal     of

<PAGE>

Neuropsychopharmacology,  Volume  III,  Supplement  1, July,
2000,  page  S315,  abstract  number:  P.13.26  and  P.13.27
describe the effectiveness and content of the PRODUCT.

                d. To the best of its  knowledge,  ownership
of the Notox  formula  is not in dispute  and that  Imperial
Gold has the worldwide  manufacturing  rights to the PRODUCT
developed by Professor  Ying-Jie  Chan,  PHD and his team of
researchers  at the Chen Yang  Pharmaceutical  University in
Chen Yang, China.

                e. It owns the design and  trademarks of the
packages  and the  dies to  produce  same  as set  forth  in
Exhibit 2.

           Section 8. MEDSTRONG acknowledges that PHARMA has
a legitimate  interest in trade  secrets,  its good name and
reputation, customers and customer lists. Further, MEDSTRONG
acknowledges  that  PHARMA  may  have  acquired  significant
goodwill  associated with its name,  trademarks  (whether or
not registered), business location and trade address.

           Accordingly,  MEDSTRONG covenants and agrees that
during  the Term of this  Agreement  and for three (3) years
following  the  expiration  or earlier  termination  of this
Agreement,  MEDSTRONG  shall not,  either  alone or with the
combination  of others,  undertake any business  activity or
otherwise  engage in any  activity  that will  require it to
reveal or use any  Confidential  Information (as hereinafter
defined)  of  PHARMA,  nor  directly  or  indirectly,   own,
operate,   manage,   join,   control,   participate  in  the
ownership,  management,  operation  and/or control of, or be
paid or employed by, or otherwise become  associated with or
provide  assistance  to,  as an  employee,  agent,  advisor,
independent  contractor,   officer,  director,  shareholder,
owner or otherwise,  any business or activity throughout the
United  States of America  which is a direct  competitor  of
PHARMA or any of its Affiliates.

           Section 9.  MEDSTRONG has the right to assign its
rights pursuant to this Agreement,  including any extensions
of the Term of this Agreement  pursuant to Section 3 hereof,
upon the  giving  of  fifteen  (15) days  written  notice to
PHARMA   in   accordance   with   the   provisions   hereof.
Notwithstanding the foregoing, MEDSTRONG may not assign this
Agreement to any entity and/or  enterprise  which reasonably
may  be  considered   competitive  with  PHARMA.   Any  such
assignment  must be  approved  in writing  by PHARMA,  which
approval will not be unreasonably delayed or withheld.

           Section 10.  Arbitration.  Any dispute under this
Agreement shall be settled in the County of Fairfield, State
of  Connecticut,  by  arbitration  before  a panel  of three
arbitrators:   on  selected  by  PHARMA,   one  selected  by
MEDSTRONG and the third  selected by the two so chosen.  The
arbitration  shall be commenced by the initiating  party (I)
notifying  the other of its demand for  arbitration  and the
name of the  arbitrator  it has selected and (ii)  demanding
the  other  party  select  its  arbitrator.  If  the  second
arbitrator  is not  selected  within (30) days of receipt of
demand,  he/she  shall be  selected in  accordance  with the
rules   and   regulations   of  the   American   Arbitration
Association  ("AAA").  Except as otherwise  provided herein,
arbitration   under  this  section  shall  be  conducted  in
accordance with the rules and regulations  then in effect of
the "AAA" or its successor.



While the  arbitration is pending,  each party shall pay the
fees and expenses of the arbitrator it selected and one half


<PAGE>

of the  fees  and  expenses  of the  third  arbitrator.  The
failure  by  either  party  to pay  the  fees  and  expenses
described  herein  shall  entitle  the  other  party  to  an
immediate  decision  in its favor on all issues  that re the
subject  of  the  arbitration.  At  the  conclusion  of  the
arbitration   proceeding,   fees  and   expenses   shall  be
reimbursed as set forth below.



If any action, whether at law, in equity, or in arbitration,
is necessary to enforce or interpret  any  provision of this
Agreement,   the  prevailing  party  shall  be  entitled  to
reasonable attorney's fees and expenses,  arbitrator's fees,
costs and necessary  disbursements  in addition to any other
relief to which it may be entitled.



           Section  11.  Notices.  Any and all  notices  and
elections  permitted or required to be given hereunder shall
be in writing and mailed,  postage pre-paid, by certified or
registered mail, return receipt requested,  addressed to the
party to whom  given at the  following  addresses  or to any
subsequent address of which the party has notified the other
in accordance with the provisions hereof:

If to PHARMA, then at:          A.D. Pharma, Inc.

                                1170 Highway A1A

                                Satellite Beach, FL  32937



With a copy to:                 Mark D. Shuman, Esq.


                                Gray Robinson, P.A.


                                1800 W. Hibiscus Blvd.,
                                Suite 138

                                Melbourne, FL  32901



If to MEDSTRONG, then at:       MedStrong International, Inc.
                                500 Silver Spur Road
                                Suite 101
                                Rancho Palos Verdes, California, 90274





With a copy to:                 Joel San Antonio
                                350 Bedford St.
                                Stamford, Connecticut 06901


<PAGE>

           Section 12. A. No  amendment or  modification  to
this Agreement shall be binding unless in writing and signed
by all parties.

                B. This  Agreement  shall be governed in all
respects as to validity, construction, capacity, performance
and otherwise by the laws of the state of Connecticut.

                C. If any provision of this Agreement or the
application  thereof shall be invalid or unenforceable,  the
remainder of this Agreement shall not be affected thereby.

                D.  This  Agreement   supersedes  any  other
agreement,  including  any  Letter of  Intent,  made  and/or
executed   by  the   parties   hereto  and  related  to  the
transaction contemplated herein.

                E.  MEDSTRONG  and PHARMA  each  acknowledge
that  it  has  relied  on  no  promise,   understanding   or
representation   which  may  have  been  made  prior  to  or
simultaneously  with the  execution of this  Agreement,  but
which is not specifically  set forth herein.  This Agreement
constitutes the entire Agreement  between the parties hereto
with regard to the subject  matter hereof,  superseding  all
prior understanding and agreements, whether written or oral.
Each party  hereto  agrees to execute  any and all other and
additional  documents and  instruments  as may be reasonably
requested by the other party to carry out the intent of this
Agreement.

            Executed as a sealed instrument as of the date
set forth above.

Witness:
A.D. PHARMA , INC.



By:/S/ Rae McCabe
   --------------

Rae McCabe, President



Witness;
MEDSTRONG, INC.






By: /S/ Jerry R. Farrar
   --------------------

Jerry R. Farrar, Chief Executive Officer