Exhibit 10.8

INVESTORS CORPORATION
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VIA Email

January 10th, 2003


MR. ARMAND DAUPLAISE
President & CEO
Bio-One Corporation
1630 Winter Springs Boulevard
Winter Springs,  Florida 32708


Dear Sir,

You have provided us with certain information and have discussed with us the
financing of Bio-One Corporation's strategic acquisitions and to provide ongoing
working capital.

In connection therewith, based upon the preliminary information available to us,
we are pleased to submit our proposal to provide a senior secured Revolving
Credit Facility and a Term Loan Facility of up to US$15,000,000 (Fifteen Million
US Dollars) to the Company. The exact structure and terms of the proposed Credit
Facility cannot be precisely stated until the completion of our field
examinations and credit investigations. However, in general, we contemplate that
the Credit Facility may be structured as follows:

BORROWER:      Bio-One Corporation together with each of its subsidiaries and
               affiliates (the "Borrower").

LENDER:        Investors Corporation together with it's affiliates and
               associated financial institutions (the "Lender")

FACILITY:      A Senior secured Credit Facility up to an amount equal to the
               lesser of (a) US$15,000,000 (Fifteen Million US Dollars) or (b)
               the Borrowing Base as defined.

PURPOSE:       To acquire specific strategic acquisitions and provide ongoing
               working capital to the Borrower.


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OFFICES:
Canada, United Kingdom, Hong Kong, Cayman Islands, Channel Islands,
Guernsey & Ireland

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1.       REVOLVING LOAN FACILITY

         (a)      Amount: Revolving Loan Facility of up to US$5,000,000 (Five
                  Million US Dollars) based upon the lending formulas, subject
                  to the limits and other terms described below.

         (b)      Lending Formulas:

                  (i)      Accounts Receivable: Up to 85% of the net amount of
                           eligible accounts receivable of the Company. Eligible
                           accounts receivable and the net amounts thereof will
                           be determined by us pursuant to general criteria
                           which will be set forth in the loan documentation.
                           Generally eligible accounts receivable will exclude
                           accounts which are unpaid more than 30 days past the
                           original due date thereof, accounts owed by an
                           account debtor which has more than 50% of the
                           aggregated amount thereof unpaid more than such
                           number of days past the original invoice date thereof
                           and/or due date, contra accounts, poor credits,
                           employee or affiliate accounts receivable, and those
                           other accounts which do not constitute collateral
                           acceptable for lending purposes pursuant to criteria
                           established by us.

                  (ii)     Inventory: Up to 50% of the value of finished goods
                           inventory and Work-In-Progress Inventory of the
                           Company valued at the lower of cost or market, as
                           determined by us, with cost determined under the
                           first-in-first-out method. Such advance rate is
                           subject to results satisfactory to us of an appraisal
                           of the inventory to be conducted at your expense by
                           independent appraisers acceptable to us, and will not
                           exceed 75% of net orderly liquidation value per
                           appraisal. Eligible inventory will be determined by
                           us pursuant to general criteria, which will be set
                           forth in the loan documentation. Generally, eligible
                           inventory will exclude packaging, slow moving or
                           obsolete inventory, and those other items which do
                           not constitute collateral acceptable for lending
                           purposes pursuant to criteria established by us.

2.       TERM LOAN FACILITY

         (a)      Amount: A Term Loan Facility of up to the lessor of
                  US$10,000,000 (Ten Million US Dollars) or 90% of net
                  liquidation net of expenses per appraisal of the strategic
                  business acquisitions. Such value will be as determined by
                  appraisals, conducted at your expense, by independent business
                  appraisers acceptable to us. Eligible acquisition companies
                  will be determined by us.

         (b)      Amortization: The Term Loan of US$10,000,000 (Ten Million US
                  Dollars) will be repaid in consecutive equal monthly
                  installments of principal commencing on the 1st (first) day of
                  the month after the closing and on the 1st (first) day of each
                  month thereafter. The amount of each monthly installment will
                  be calculated based on a 48 (forty eight) month amortization,
                  with the final installments to be in the then remaining
                  balance of the Term Loan (and including principal, interest
                  and other amounts) due on the earlier of: (1) the 1st (first)
                  day of the 48th (forty eighth) month after the closing or (2)
                  the termination or non-renewal of the Credit Facility or a
                  default under our financing agreements. Additionally the
                  amortization schedule shall allow for interest only payments
                  for a period of 6 (six) months.

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                  Installments of principal on the US$10,000,000 (Ten Million US
                  Dollars) shall commence on the 1st (first) day of the month
                  after the 6th (sixth) month period and on the 1st (first) day
                  of each month thereafter for a period of 42 (forty two)
                  months. With a balloon payment of the principal balance
                  payable on the 1st (first) day of the 49th (forty ninth) month
                  of the funding date.

3.       COLLATERAL

         All obligations of the Company and any corporate guarantors to us will
         be secured by first and only security interests in and liens upon all
         present and future assets of the Company and any corporate guarantors,
         including all accounts, contract rights, general intangibles, chattel
         paper, documents, instruments, deposit accounts, investment property,
         inventory, equipment, fixtures and real property, and all products and
         proceeds thereof. With respect to any real estate collateral, receipt
         of title of insurance policies in amount, form and from an issuer
         satisfactory to the Lender or a title opinion from Borrowers counsel in
         form and substance satisfactory to the lender.


4.       INTEREST RATE

         The interest rate on the Revolving Loan Facility will be 3.00% per
         annum above the US PRIME RATE reported and announced from time to time
         in the Wall Street Journal. Interest on the Term Loan Facility will be
         3.25% above the US PRIME RATE. Interest on the Facility shall be
         computed on the basis of a 360 (three hundred and sixty) day year on
         the 1st (first) day of each month for the preceding month, and shall be
         charged on the average daily outstanding balances of the Facility
         during the preceding month and shall be paid monthly in arrears. In the
         event of a default, the above rates is subject to a premium of 3.00%
         per annum after default, for so long as it continues.


5.       FEES

         All fees listed below are in addition to interest and other fees and
         charges provided for herein and may, at our option, be charged directly
         to any loan accounts of the Company maintained with us.

         (a)      Closing Fee: 1.50% of the Credit Facility, earned and payable
                  in full at closing. If, at the request of the Company, we
                  elect to issue a commitment letter, the closing fee will be
                  payable to us upon issuance of the commitment letter as a
                  non-refundable commitment fee.

         (b)      Servicing Fee: US$1,000 (One Thousand US Dollars) for each
                  month or part thereof during the term of the arrangements,
                  payable monthly in advance.

         (c)      Early Termination Fee: If the Credit Facility is terminated
                  for any reason prior to the end of the then current term:

                  2% of the Credit Facility if terminated on or prior to the
                  first anniversary of the date of closing;

                  1% of the Credit Facility if terminated after the first
                  anniversary and on or prior to the second anniversary of the
                  date of closing; and

                  0.5% of the Credit Facility if terminated after the second
                  anniversary and prior to the third anniversary of the date of
                  closing or at any other time prior to the end of the then
                  current term.

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6.       TERM

         The Credit Facility will have an initial term of 4 (four) years from
         the date of closing, with a 5th (fifth) year at our option and
         automatic annual renewals thereafter unless either party gives 60
         (sixty) days prior written notice to the other party of the intention
         to terminate the Credit Facility.

7.       EXPENSES

         You agree to pay all reasonable legal and closing expenses, including
         attorneys' fees and disbursements, filing and search fees, underwriting
         and due diligence expenses, appraisal fees and field examination
         expenses and per diem field examination charges, whether or not this
         transaction closes. We charge US$1,000 (One Thousand US Dollars) per
         person per day for our field examiners in the field and in the office,
         plus travel, hotel and all other out-of-pocket expenses. All such
         expenses shall be paid to us upon demand, together with such advance
         funds on account of such expenses and charges as we may from time to
         time request. This Section shall survive the expiration or termination
         of this letter.

8.       OTHER TERMS AND CONDITIONS

         This proposal does not represent a commitment to lend. Our proposal is
         expressly subject to review of certain other information, satisfactory
         completion of our field examinations, credit investigations and
         analysis and approval by our credit committee. Such approval, if
         obtained at all, shall be contingent upon a closing taking place within
         45 (forty five) days thereafter, after which time this proposal will
         require reapproval by our credit committee even if we continue to work
         on this transaction. Such reapproval, if obtained, may result in
         different terms or conditions, or in a determination not to consummate
         the transaction. No commitment to lend shall be implied from any action
         by us or on our behalf. Communication to you of credit committee
         approval or reapproval shall not constitute a commitment to lend,
         unless expressly so stated in a commitment letter signed by you and us.

         In addition, subject to such conditions as may be established in
         connection with the credit approval, we would anticipate that the
         closing of the Credit Facility would be subject to the satisfaction, in
         a manner acceptable to us, of the following:

         The Company continuing to furnish us with all financial information,
         projections, budgets, business plans, cash flows and such other
         information as we reasonably request from time to time.

         We shall have received current perpetual inventory records and/or
         rollforwards of accounts and inventory through the date of closing,
         together with supporting documentation, and other documents and
         information that will enable us to accurately identify and verify the
         eligible collateral at/or before closing in a manner satisfactory to
         us. We may require daily or weekly reporting of collateral information
         from the Company and/or may establish in our records a loan account for
         the Company prior to closing. Such actions should not be construed as a
         commitment to lend or to waive or modify any conditions to lending.

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         The Company shall have provided to us balance sheet, income statements,
         cashflow, and availability projections (including the assumptions
         underlying such projections), all in a level of detail acceptable to
         us, prepared on a monthly basis for the first year of the contract term
         and on a quarterly basis thereafter on all strategic acquisitions.

         Satisfactory legal review of the terms of the Credit Facility and its
         structure by our counsel, and execution and delivery of loan documents,
         all in form and substance satisfactory to us. The loan documents will
         include, among other documents, a loan agreement, security agreements,
         UCC financing statements, intercreditor agreements (if applicable),
         agreements from certain third parties, opinion letters of counsel.

         Such loan documents will contain provisions, representations,
         warranties, conditions, covenants and events of default satisfactory to
         our counsel and us. Financial covenants will require the Companies to
         maintain tangible net worth in an amount to be determined, which amount
         will be acceptable to us and to you, and to maintain a minimum fixed
         charge coverage ratio and EBITDA.

         The excess availability under the lending formulas provided for above,
         subject to sublimits and reserves, shall be not less than US$1,000,000
         (One Million US Dollars) at the closing, and US$150,000 (One Hundred
         and Fifty Thousand US Dollars) at all times thereafter, after the
         payment of fees and expenses of the transactions and the application of
         the proceeds of the initial loans, and after deductions for past due
         payables and other obligations. Accounts payable of the Companies must
         be at a level and in a condition reasonably acceptable to us.

         The Term Loan to be held in Trust subject to the Purchase, Terms &
         Conditions of the company's strategic acquisitions.

         Satisfactory receipt and review of lease agreements of any of the
         acquired Companies leased locations to cover a period of at least 24
         (twenty four) months.

         No material adverse change in the business, operations, profits or
         prospects of the acquisition Companies or in the condition of the
         assets of the acquisition Companies shall have occurred since the date
         of our latest field examinations.

         Representations, Warranties, Covenants and Indemnities will be usual
         and customary for Loan Facilities of this size, type and purpose.

         Lockbox/Blocked Account: The Lender shall have dominion over the
         Borrowers cash by virtue of a Blocked Account Agreement to be arranged
         by the Lender with a Bank acceptable to the Lender. Insurance: Borrower
         will furnish the Lender with evidence of satisfactory insurance
         coverage including casualty insurance and liability insurance in form
         and in amounts acceptable to the Lender, specifying the Lender, as-loss
         payee on casualty insurance policies and as an additional insured on
         liability policies. Borrower shall maintain appropriate insurance
         coverage for the Loan Term, with a reputable underwriter satisfactory
         to the Lender.

         (k) Financial covenants: Covenants acceptable to the Lender will be
         required and may include, but not be limited to, the following:

                  (i) Borrower shall maintain a Minimum Tangible Net Worth
                  ("MTNW") (to be set forth in the loan documentation) at
                  closing and at all times prior to the Maturity Date. MTNW will
                  be defined as equity including subordinated debt, minus
                  Intangible Assets (goodwill, patents, trademarks), prepaid
                  expenses, shareholder loans and advances, tax refunds and
                  leasehold improvements, tested monthly.

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                  (ii) A fixed Charge Coverage Ratio defined as at any
                  measurement date, for any period, as the ratio of: (a) EBITDA
                  for such period minus all non-financed capital, expenditures
                  made by the Borrower to (b) all payments of principal and
                  interest, including, without limitation, capitalized lease
                  obligations, taxes and dividends made in cash by the Borrower
                  during this period, tested on a rolling 12 (twelve) month
                  average.

                  (iii) A per annum capital expenditure limit. Capital
                  expenditures within such limit will be permitted so long as
                  the Borrower is in compliance with all terms of the Loan
                  Agreement.

                  (iv)A minimum EBITDA for each fiscal year with EBITDA defined
                  as earnings before interest, taxes, depreciation, and
                  amortization, tested on a 12 (twelve) month average.

         (l)      Financial Reporting: Monthly and fiscal year-end financial
                  statements for the Borrower in form and substance acceptable
                  to the Lender. The monthly statements can be internal and
                  certified by the chief financial officer and the annual
                  statements audited by an independent accounting firm and
                  certified by the chief financial officer.

         The independent accounting firm must be acceptable to the Lender. All
         financial statements must be submitted within Standard Time Frames.

         Standard Time Frames are defined as month-end statements within 30
         (thirty) days, and year-end statements with 120 (one hundred and
         twenty) days of the Borrower's financial year-end.

         Financial projections for the Borrower in form and content acceptable
         to the Lender and submitted annually to the Lender. The Lender reserves
         the right to require more frequent financial projections.

         This transaction and the events contemplated herein must close by
         February 24th, 2003 or within 45 (forty-five) days from the date of our
         credit approvals and commitment letter. Should a commitment letter not
         be requested by the Company, this transaction will close on a mutually
         acceptable date within 45 (forty five) days from the date of our Credit
         Committee approval.

9.       DEPOSITS

         (i)      We request that you deposit with us a non-refundable
                  underwriting fee of US$25,000 (Twenty Five Thousand US
                  Dollars).

         (ii)     As evidence of our mutual good faith, and in consideration of
                  our having incurred and continuing to incur certain expenses
                  in the expectation of establishing the financing arrangements
                  between us and the Company, we request that you deposit with
                  us US$85,000 (Eighty Five Thousand US Dollars) against our
                  expenses. The amount of US$45,000 (Forty Five Thousand US
                  Dollars) to be paid January 30th, 2003 and the balance of
                  US$40,000 (Forty Thousand US Dollars) to be paid by February
                  17th, 2003. These amounts, together with any other deposits at
                  any time received by us will be:

         (a)      Returned to you, less the cost of our field examinations,
                  legal fees and other expenses directly related to the loan
                  application and credit review, if our credit approval of the
                  proposed financing is not obtained;

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         (b)      Retained by us, and credited to the loan account of the
                  Company, less the expenses described in paragraph (a) above,
                  if the credit is approved and booked. We will credit such
                  unused deposit against the closing fee due at closing, or
                  refund such unused deposit within 60 days of closing;

         (c)      Retained by us, as a fee in addition to expenses payable by
                  you as set forth above, if our credit approval of the proposed
                  financing is obtained and the transaction does not close
                  within 45 (forty-five) days from the date of such approval,
                  whether as a result of your election not to do business with
                  us or a failure to fulfill any of the conditions of the
                  proposed financing as approved by us; and

         (d)      Retained by us, as a fee in addition to expenses payable by
                  you as set forth above, if at any time during the loan and
                  credit review, you intentionally mislead us or intentionally
                  fail to disclose material information which, if disclosed,
                  would have had a material adverse impact on the loan approval.

The terms and conditions described in this proposal letter are intended as an
outline only and this proposal letter does not purport to include or summarize
all of the terms, conditions, covenants and other provisions, which will be
contained on the loan documents.

This letter is delivered to you on the condition that its existence and its
contents will not be disclosed by you or the Company without our prior written
approval except (1) as may be required to be disclosed in any legal proceedings
or as may otherwise be required by law, and (2) on a confidential and "need to
know" basis, to your directors, officers, employees, advisors and agents.

Unless accepted by you and as so accepted, received by us by the close of
business on Tuesday January 14th, 2003 with the underwriting deposit referred to
in paragraph 9.(i) above, this proposal shall expire at such a time.

This letter is solely for your benefit and is not to be relied upon by any third
party.

We look forward to continuing to work with you and your associates in this
transaction and your acceptance represents our mutual intention to proceed on
this transaction.

Very truly yours,

INVESTORS CORPORATION


/s/ J. Cathcart
By:  J. Cathcart


Accepted this 11th day of January, 2003.

/s/ Armand Dauplaise
By:  Armand Dauplaise

Title:   President & CEO

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