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                                  Exhibit 10.8

                           COLLATERAL AGENT AGREEMENT

        This Collateral Agent Agreement (the "Collateral Agreement") is executed
on May 8, 2001, entered into and effective as of the 1st day of January, 2001
(the "Effective Date") by and between Princeton BioMeditech Corporation, a New
Jersey corporation ("PBM"), and Worldwide Medical Corporation, a Delaware
corporation ("Worldwide"). PBM and Worldwide are sometimes collectively referred
to herein as "Parties" and individually as "Party". Capitalized terms not
otherwise defined in this Agreement shall have the meanings ascribed to them in
the Promissory Note (as hereinafter defined).

                                    RECITALS

        A.      Worldwide has executed a Convertible Secured Promissory Note
                dated as of the Effective Date in favor of PBM (the "Promissory
                Note"), pursuant to which Worldwide has agreed to pay PBM the
                principal amount of $631,513.37.

        B.      The Promissory Note provides, among other things, that, the
                Obligations of Worldwide thereunder shall be secured by, in
                part, an aggregate of 1,515,000 shares of Worldwide's Common
                Stock (the "Collateral Shares"), to be released to PBM under the
                terms of the Promissory Note and the Security Agreement of even
                date herewith that is being executed in connection with the
                execution of this Collateral Agreement (the "Security
                Agreement").

        NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, PBM and Worldwide, intending to be
legally bound hereby, agree as follows:

        1.      Appointment of Collateral Agent; Commencement and Termination.

                (a)     Worldwide and PBM hereby nominate, constitute and
                        appoint Randolf W. Katz, Esq. as Collateral Agent (the
                        "Collateral Agent") upon the terms and conditions set
                        forth in this Agreement, the Promissory Note and the
                        Security Agreement. It is intended by the Parties and
                        the Collateral Agent that, to the extent required in
                        order to perfect PBM's first lien position in the
                        Collateral Shares, the Collateral Agent shall be deemed
                        an agent of PBM.

                (b)     Worldwide shall deliver to the Collateral Agent by no
                        later than June 8, 2001 a certificate or certificates
                        representing the Collateral Shares as provided for under
                        the terms of the Security Agreement. The Collateral
                        Shares shall not be registered under the Securities Act
                        of 1933 or any state blue sky law, and shall bear a
                        restrictive legend so indicating. The number of
                        Collateral Shares shall be subject to adjustment on the
                        same terms and conditions as provided for in Section 7
                        of any of the Warrants issued by Worldwide to PBM in
                        connection with the issuance of the Promissory Note,
                        such that whenever there shall be an adjustment in the
                        securities or number of


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                        securities that are issuable upon exercise of any such
                        Warrant, there shall be an adjustment in the number of
                        Collateral Shares, on the same basis as any adjustment
                        in the securities issuable upon exercise of any such
                        Warrant.

                (c)     The Collateral Agent agrees to act in accordance with
                        the provisions of the Security Agreement, the Promissory
                        Note, and this Collateral Agreement. The Collateral
                        Agent shall be reimbursed by Worldwide promptly upon
                        submission of an invoice or invoices on a monthly basis
                        for all of the Collateral Agent's fees at his standard
                        hourly rates and out-of-pocket expenses incurred in
                        connection with this Collateral Agreement.

        2. General Instructions. Unless and until any of the events or
contingencies specified in this Collateral Agreement shall occur, the Collateral
Agent shall hold and retain in his possession at all times all of the Collateral
Shares.

        3. Disposition of the Collateral Shares. The disposition of the
Collateral Shares shall be governed by the Security Agreement.

        4. Receipts. Any of the Parties or the Collateral Agent may, at its
option, demand a receipt as a condition of the delivery of any payments, stock
certificates, securities or documents under this Collateral Agreement

        5. Liability of the Collateral Agent. The Collateral Agent (which term
for purposes of this Section 5 shall refer to any and all affiliates of the
Collateral Agent) shall not be liable for any error of judgment or for any act
done or omitted by him in good faith, or for anything he may in good faith do or
refrain from doing in connection with this Agreement; nor for any negligence
other than his gross negligence; nor shall the Collateral Agent be answerable
for the default or misconduct of his agents, attorneys or employees, if they be
selected with reasonable care; nor will any liability be incurred by the
Collateral Agent, if, in the event of any dispute or question as to his duties
or obligations under this Agreement, he acts in accordance with advice of his
legal counsel. The Collateral Agent is authorized to act upon any document
believed by him to be genuine and to be signed by one or more of the Parties,
and will incur no liability in so acting.

        6. Resignation or Removal of Collateral Agent. The Collateral Agent may
resign at any time, upon thirty (30) days' prior written notice to PBM and
Worldwide, and may be removed by the mutual consent of PBM and Worldwide, upon
at least thirty (30) days' prior notice to the Collateral Agent. Prior to the
effective date of the resignation or removal of the Collateral Agent, or any
successor Collateral Agent, PBM and Worldwide shall appoint a successor
collateral agent to hold the Collateral Shares then held by the Collateral
Agent, and any such successor collateral agent shall execute and deliver to the
predecessor collateral agent and to PBM and Worldwide an instrument accepting
such appointment, and thereupon such successor collateral agent shall, without
further act, become vested with all the rights and powers of the predecessor
collateral agent as if originally named in this Collateral Agreement, and shall
thereafter become subject to the duties of the predecessor collateral agent. If
PBM and Worldwide are unable to agree on a successor collateral agent by the
effective date of the resignation or removal of the Collateral Agent, or any
successor collateral agent, the Collateral Shares then held by the Collateral
Agent or such successor collateral agent shall be deposited


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with a party that shall be selected by Worldwide provided that Worldwide shall
provide a written opinion of its legal counsel (who shall be reasonably
acceptable to PBM) that the holding of the Collateral Shares by such party shall
permit PBM to obtain and maintain a valid perfected first lien position in the
Collateral Shares.

        7. Governing Document. In the event that any terms, provisions, rights,
duties, or obligations set forth in this Collateral Agreement should be in
conflict with any terms, provisions, rights, duties, or obligations set forth in
the Promissory Note, the Security Agreement or any agreements collateral
thereto, the terms, provisions, rights, duties, or obligations set forth in the
Security Agreement shall control and the conduct of the Collateral Agent shall
be governed accordingly.

        8. Notices. Any notice required to be given under this Collateral
Agreement or which may be given under this Collateral Agreement to any party or
the Collateral Agent shall be in writing and shall be deemed given: (a) upon
receipt if delivered or sent by identified telecopier; or (b) one (1) business
day after being sent via reputable overnight courier, prepaid; (c) or three (3)
business days after being sent by registered or certified mail, postage prepaid,
return receipt requested; or (d) personally delivered to the Parties or the
Collateral Agent at their respective addresses or telecopy numbers set forth
below their respective names on the signature page hereof. Any of the Parties to
this Collateral Agreement and the Collateral Agent may, by notice delivered to
the Collateral Agent or the other Parties, as the case may be, change its
address for purposes of this Agreement.

        9. Miscellaneous.

                (a)     Entire Agreement and Modification. Except as expressly
                        reserved or otherwise provided herein, this Collateral
                        Agreement constitutes the entire agreement between the
                        Parties with regard to its subject matter. The
                        Collateral Agent shall not be bound by any modification
                        of this Collateral Agreement unless there is delivered
                        to the Collateral Agent a written modification signed by
                        the Parties. No such modification shall, without the
                        prior written consent of the Collateral Agent, modify
                        the provisions of this Collateral Agreement relating to
                        the duties, obligations or rights of the Collateral
                        Agent.

                (b)     Words and Phrases. Words and phrases such as "to this
                        Agreement," "herein," "hereinafter," "hereto," "hereof,"
                        "hereby," "hereinbelow," and "hereunder" when used with
                        reference to this Collateral Agreement, refer to this
                        Collateral Agreement as a whole, unless the context
                        otherwise requires.

                (c)     Severability. If any provision of this Collateral
                        Agreement is determined by a court of competent
                        jurisdiction to be invalid, void or unenforceable, the
                        provisions that have not been held invalid or
                        unenforceable shall remain in full force and effect and
                        shall in no way be affected, impaired or invalidated.


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                (d)     No Waiver. No failure or delay on the part of either the
                        Parties of the Collateral Agent, or any of them, in
                        exercising any right, power or privilege under this
                        Agreement shall constitute a waiver thereof or of any
                        other right, power or privilege under this Collateral
                        Agreement.

                (e)     Gender and Number. Wherever from the context of this
                        Collateral Agreement it appears appropriate, each term
                        stated in either the singular or the plural, and
                        pronouns stated in either the masculine, feminine or
                        neuter gender, shall include the masculine, feminine and
                        neuter.

                (f)     Consent to Jurisdiction; Choice of Law. Any and all
                        claims by or against any of the Parties and/or the
                        Collateral Agent shall be decided under the laws of the
                        State of California, with venue in Orange County,
                        California and each of the Parties and the Collateral
                        Agent hereby consent to the exclusive jurisdiction of,
                        and agrees not to commence any action in a court other
                        than, the state and/or federal courts of the State of
                        California for the purpose of making claims under this
                        Collateral Agreement. Each Party and the Collateral
                        Agent irrevocably and unconditionally waives any
                        objection to the laying of venue in Orange County,
                        California, in connection with any action that may be
                        brought hereunder in the state and/or federal courts of
                        the State of California, and hereby further irrevocably
                        and unconditionally waives and agrees not to plead or
                        claim in any such court that any such action brought in
                        any such court has been brought in an inconvenient form.

                (g)     Benefit. This Collateral Agreement shall be binding upon
                        and inure to the benefit of the Parties, the Collateral
                        Agent, their respective, successors and assigns.

                (h)     Counterparts. This Collateral Agreement may be executed
                        by the Parties and the Collateral Agent in separate
                        counterparts, each of which when so executed and
                        delivered shall be an original, but all such
                        counterparts shall together constitute one and the same
                        instrument. Each counterpart may consist of a number of
                        copies hereof each signed by less than all, but
                        altogether signed by the Collateral Agent and all of the
                        Parties hereto.

IN WITNESS WHEREOF, the Parties and Collateral Agent have hereunto set their
hands and seals as of the date first above written.

WITNESS                                WORLDWIDE MEDICAL CORPORATION

                                       13 Spectrum Pointe Drive
                                       Lake Forest, CA 92630
                                       Attention:  Daniel G. McGuire, President
                                       (Fax Number:  949-598-8757


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                                       By
----------------------------------        --------------------------------------
                                          Daniel McGuire, President

WITH A COPY TO:                        BRYAN CAVE LLP
(which shall not                       2020 Main Street, Suite 600
constitute notice)                     Irvine, California 92614
                                       Attention:  Randolf W. Katz, Esquire
                                       (Fax Number:  949-223-7100)

WITNESS                                PRINCETON BIOMEDITECH CORPORATION
                                       4242 U.S. Route 1
                                       Monmouth Junction, New
                                       Jersey 08852-1905
                                       Attention: Mr. Jemo Kang
                                       (Fax Number: 732-274-1010)

                                       By
----------------------------------        --------------------------------------
                                          Jemo Kang, President

WITH A COPY TO:                        FOX, ROTHSCHILD, O'BRIEN & FRANKEL
(which shall not                       997 Lenox Drive
constitute notice)                     Lawrenceville, New Jersey 08648
                                       Attention:  Jeffrey H. Nicholas, Esquire
                                       (Fax Number: 609-896-1469)

        The undersigned, intending to be legally bound, hereby agrees to act as
Collateral Agent under and pursuant to the terms and conditions of this
Agreement.

WITNESS                                 COLLATERAL AGENT


----------------------------------      ----------------------------------------
                                        Randolf W. Katz, Esq.

                                        Address: 2020 Main  Street, Suite 600
                                                 Irvine, California 92614
                                                 (Fax Number: 949-223-7100)


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