EXHIBIT
      10.2

     

     

    DISTRIBUTION
      AGREEMENT

     

    This
      Exclusive License Agreement (hereinafter called the Agreement”) to be effective
      as of the 20th day of November, 2001 (hereinafter called “Agreement Date”) is by
      and between Syntho Pharmaceuticals, Inc. (the “MAKER”), a profit corporation
      having its principal place of business at 230 Sherwood Avenue, Farmingdale,
      NY
      11735 and Medi-Hut Co., Inc., a corporation organized under the laws of Delaware
      and having a principal place of business at 1935 Swarthmore Avenue, Lakewood,
      New Jersey 08701, and its Affiliates (hereinafter, collectively referred to
      as
      the “DISTRIBUTOR.”)

     

    WITNESSETH:

     

    WHEREAS,
      MAKER shall manufacture the Subject Technology as defined in paragraph 1.1
      below
      and incorporated herein by reference; and

     

    WHEREAS,
      MAKER is willing to grant exclusive distribution rights to the Subject
      Technology to DISTRIBUTOR on the terms set forth herein; and

     

    WHEREAS,
      DISTRIBUTOR desires to obtain said exclusive distribution rights for the Subject
      Technology.

     

    NOW,
      THEREFORE, for and in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Parties hereto expressly agree as follows:

     

    1.    DEFINITIONS
      AS USED HEREIN

     

    1.1.    The
      term
“Subject Technology” shall mean know-how, methods, documents, materials, tests,
      all improvements thereto, and all confidential information pertaining to a
      Generic Hormone Therapy Replacement Drug which is being developed and
      manufactured by Maker.

     

    1.2.    The
      term
“Product(s)” shall mean all products that incorporate. utilize or are made with
      the use of the Subject Technology.

     

    1.3.    The
      term
“Territory” shall mean the United States of America. including the District of
      Columbia.

     

    1.4.    The
      term
“Affiliates” shall mean any corporation, partnership, joint venture or other
      entity of which the common stock or other equity ownership thereof is ten
      percent (10%) or more owned by DISTRIBUTOR.

     

    1.5.    The
      term
“the Parties” shall mean MAKER and DISTRIBUTOR.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.    GRANT
      OF
      EXCLUSIVE DISTRIBUTION RIGHTS

     

    2.1.    MAKER
      hereby grants to DISTRIBUTOR an exclusive right to use, market, sell and offer
      for sale the Products in the Territory.

     

    2.2.    The
      grant
      in Section 2.1 shall be further subject to, restricted by and non-exclusive
      with
      respect to:

     

    (i)    the
      use
      of the Products by MAKER for non-commercial research: and 

     

    (ii)     the
      use
      of the Products by the MAKER thereof for non-commercial research purposes at
      academic or research institutions.

     

    3.    MARKETING
      EFFORTS

     

    DISTRIBUTOR
      shall use reasonable efforts, as defined herein, to effect the sale of Products
      in commercial markets in the Territory as soon as practicable. Such efforts
      shall include and be conditioned upon, but not be limited to, the successful
      conclusion of stability studies by MAKER for the subject technology. DISTRIBUTOR
      shall commence sales of the Products In December 2001. DISTRIBUTOR estimates
      that net sales of the Products from initiation of sales through the end of
      a 12
      month period should total twenty five million dollars ($25,000,000). The parties
      shall adjust this projection and modify the provisions herein accordingly to
      be
      determined by market conditions (i.e. competition, brand
      aggressiveness).

     

    4.    PAYMENTS
      AND REPORTS

     

    4.1.    As
      partial consideration for the rights conveyed by MAKER under this Agreement,
      DISTRIBUTOR shall pay to MAKER a fee of Nine Hundred Thousand Dollars
      ($900,000.00).

     

    4.2.    In
      addition to the foregoing fees, DISTRIBUTOR agrees to purchase from MAKER the
      Products for a price and schedule to be determined by the parties.

     

    4.3.    Should
      DISTRIBUTOR fail to make any payment whatsoever due and payable to MAKER
      hereunder, MAKER may, at its sole option, terminate this Agreement as provided
      in Paragraph 7.2.

     

    4.4.    All
      payments due hereunder are expressed in and shall be paid by check or bank
      wire
      payable in United States of America currency, without deduction of exchange,
      collection or other charges, to MAKER or to the account of MAKER at such other
      bank as MAKER may from time to time designate by notice to
      DISTRIBUTOR.

     

    4.5.    In
      the
      event that any payment due is not made when due, the payment shall accrue
      interest beginning on the tenth day following the due date thereof, calculated
      at the annual rate of the sum of (a) three percent (3%) plus (b) the prime
      interest rate quoted by The Wall Street Journal on the date said payment is
      due,
      the interest being compounded on the last day of each calendar quarter,
      provided, however, that in no event shall said annual interest rate exceed
      the
      maximum legal interest rate for corporations. Each such payment when made shall
      be accompanied by all interest so accrued. Said interest and the payment and
      acceptance thereof shall not negate or waive the right of MAKER to seek any
      other remedy, legal or equitable, to which it may be entitled because of the
      delinquency of any payment.

     

    
      
         

      

      
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    5.    PATENTS
      AND INFRINGEMENT

     

    5.1.    MAKER
      agrees to keep DISTRIBUTOR fully informed, at MAKER’s expense, of prosecutions
      pursuant to this Section 5 including submitting to DISTRIBUTOR copies of all
      official actions and responses thereto; provided, however, DISTRIBUTOR shall
      be
      responsible for any of its expenses including attorney’s fees that DISTRIBUTOR
      incurs in reviewing and commenting on the information DISTRIBUTOR received
      from
      the MAKER. MAKER shall consult DISTRIBUTOR regarding any abandonment of the
      prosecution of the patents.

     

    5.2.    DISTRIBUTOR
      agrees to reasonably cooperate with MAKER to whatever extent is reasonably
      necessary to procure patent protection of any rights, including fully agreeing
      to execute any and all documents to provide MAKER the full benefit of the
      licenses granted herein.

     

    5.3.    Neither
      DISTRIBUTOR nor MAKER shall settle any action covered by Paragraph 5.2 without
      first obtaining the consent of the other Party, which consent will not be
      unreasonably withheld.

     

    5.4.    MAKER
      shall not be liable for any losses incurred as the result of an action for
      Infringement brought against DISTRIBUTOR as the result of DISTRIBUTOR’s exercise
      of any right granted under this Agreement. The decision to defend or not defend
      shall be in MAKER’s sole discretion.

     

    6.    PROPRIETARY
      INFORMATION

     

    6.1.    DEFINITIONS

     

    “Proprietary
      Information” as used herein shall mean all or any portion of only the: (a)
      written, recorded, graphical or other information in tangible form disclosed
      during the term of this Agreement, by one party to the other party which is
      labeled “Proprietary,”“Confidential,” or with a similar legend denoting the
      proprietary interest therein of the disclosing party; (b) oral information
      which
      is disclosed by one party to the other party to the extent it is identified
      as
“Proprietary” or “Confidential” at the time of oral disclosure, is reduced to
      written or other tangible form within thirty (30) days of oral disclosure,
      and
      such written or tangible form is labeled “Propriety,”“Confidential,” or with a
      similar legend denoting the proprietary interest therein of the disclosing
      party; and (c) models and other devices delivered or disclosed, during the
      Term
      of this Agreement, by one party to the other party which have been identified
      in
      writing at the time of disclosure as being proprietary to the disclosing party;
      and provided further, however, Proprietary Information shall not include any
      data, information or device that is: (i) in the possession of the receiving
      party prior to its disclosure by the disclosing party and not subject to other
      restrictions on disclosure; (ii) independently developed by the receiving party;
      (iii) publicly disclosed by the disclosing party; (iv) rightfully received
      by
      the receiving party from a third party without restrictions on disclosure;
      (v)
      approved for unrestricted release or unrestricted disclosure by the disclosing
      party; or (vi) produced or disclosed pursuant to applicable laws, regulations
      or
      court order, provided the receiving party has given the disclosing party prompt
      notice of such request so that the disclosing party has an opportunity to
      defend, limit or protect such production or disclosure. DISTRIBUTOR shall have
      no technological access to MAKER’S original formula and/or manufacturing
      operational technique.

     

    
      
         

      

      
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    6.2.    TRADEMARKS

     

    DISTRIBUTOR
      may use MAKER’S trademarks only in accordance with MAKER’S then current
      published specifications relating to the use thereof on products of equivalent
      product quality to those normally bearing MAKER’S trademarks. DISTRIBUTOR
      reserves the right to, at its sole discretion, periodically review and monitor
      DISTRIBUTOR’S use of MAKER’S marks for proper trademark usage, quality of goods,
      and other criteria as may be required by law to preserve DISTRIBUTOR’S rights,
      good will, and value in its trademarks.

     

    7.    TERM
      AND
      TERMINATION

     

    7.1.    Unless
      earlier terminated as hereinafter provided, this Agreement shall extend for
      the
      life of the last to expire patent issued on the Subject Technology and shall
      then expire automatically, or if no patent issues on the Subject Technology,
      this Agreement shall continue in full force and effect for a period of five
      (5)
      years from the first commercial sale of Products by DISTRIBUTOR.

     

    7.2.    In
      the
      event of default or failure by DISTRIBUTOR to perform any of the terms,
      covenants or provisions of this Agreement, DISTRIBUTOR shall have thirty (30)
      days after the giving of written notice of such default by MAKER to correct
      such
      default. If such default is not corrected within the said thirty (30) day
      period, MAKER shall have the right, at its option, to cancel and terminate
      this
      Agreement. The failure of MAKER to exercise such right of termination for
      non-payment of royalties or otherwise shall not be deemed to be a waiver of
      any
      right MAKER might have, nor shall such failure preclude MAKER from exercising
      or
      enforcing said right upon any subsequent failure by DISTRIBUTOR.

     

    7.3.    MAKER
      shall have the right, at its option, to cancel and terminate this Agreement
      in
      the event that DISTRIBUTOR shall (i) become involved in insolvency, dissolution,
      bankruptcy or receivership proceedings affecting the operation of its business
      or (ii) make an assignment of all or substantially all of its assets for the
      benefit of creditors, or in the event that (iii) a receiver or trustee is
      appointed for DISTRIBUTOR and DISTRIBUTOR shall, after the expiration of thirty
      (30) days following any of the events enumerated above, have been unable to
      secure a dismissal, stay or other suspension of such proceedings. In the event
      of termination of this Agreement all rights to the Subject Technology shall
      revert to MAKER.

     

    7.4.    At
      the
      date of any termination of this Agreement pursuant to Paragraph 7.2 hereof
      for
      breach by DISTRIBUTOR, or pursuant to Paragraph 7.3 hereof, as of the receipt
      by
      DISTRIBUTOR of notice of such termination, DISTRIBUTOR shall immediately cease
      using any of the Subject Technology and return all copies of the same to MAKER;
      provided, however, that DISTRIBUTOR may dispose of any Licensed Products
      actually in the possession of DISTRIBUTOR prior to the Agreement Date of
      termination, subject to DISTRIBUTOR’S paying to MAKER running royalties in
      accordance with Paragraph 4.2 with respect thereto and otherwise complying
      with
      the terms of this Agreement.

     

    
      
         

      

      
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    7.5.    No
      termination of this Agreement shall constitute a termination or a waiver of
      any
      rights of either party against the other Party accruing at or prior to the
      time
      of such termination. The obligations of Sections 5 shall survive termination
      of
      this Agreement.

     

    8.    ASSIGNABILITY

     

    This
      Agreement shall be binding upon and shall inure to the benefit of MAKER and
      its
      assigns and successors in interest, and shall be binding upon and shall inure
      to
      the benefit of DISTRIBUTOR and the successor to all or substantially all of
      its
      assets or business to which this Agreement relates, but shall not otherwise
      be
      assignable or assigned by DISTRIBUTOR.

     

    9.    GOVERNMENTAL
      COMPLIANCE

     

    DISTRIBUTOR
      shall at all times during the term of this Agreement and for so long as it
      shall
      sell Products comply and cause its submakers to comply with all laws that may
      control the import, export, manufacture, use, sale, marketing, distribution
      and
      other commercial exploitation of Products or any other activity undertaken
      pursuant to this Agreement.

     

    10.    GOVERNING
      LAW

     

    This
      Agreement shall be deemed to be subject to, and have been made under, and shall
      be construed and interpreted in accordance with the laws of the State of New
      York. This Agreement is expressly acknowledged to be subject to all federal
      laws
      including but not limited to the Export Administration Act of the United States
      of America. No conflict-of-laws rule or law that might refer such construction
      and interpretation to the laws of another state, republic, or country shall
      be
      considered.

     

    11.    ADDRESSES

     

    Any
      payment, notice or other communication pursuant to this Agreement shall be
      sufficiently made or given on the date of mailing if sent to such Party by
      first
      class mail, postage prepaid, addressed to it at its address below or as it
      shall
      designate by written notice given to the other Party:

     

    In
      the
      case of DISTRIBUTOR with a copy to:

     

    
      	
            	NAME	
              Muhammed
                Malik

            


      	 	TITLE 	President


      	 	ADDRESS	230
              Sherwood Avenue


      	 	 	Farmingdale, NY
              11735


    

     

     


    
      
         

      

      
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    In
      the
      case of MAKER: With a copy to:

     

    
      	
            	NAME	
              Laurence
                M. Simon NAME Joseph
                A. Sanpietro

            


      	 	TITLE	Chief
              Financial Officer TITLE President
              & Chief


      	 	ADDRESS	1935
              Swarthmore Ave.  Executive
              Officer


      	 	 	Lakewood.
              NJ 08701 ADDRESS 1935
              Swarthmore Ave.


      	 	 	Lakewood,
              NJ 08701


    

     

    12.    ADDITIONAL
      PROVISIONS

     

    12.1.    In
      addition to the exclusive distribution rights granted herein, MAKER agrees
      to
      grant to DISTRIBUTOR a right of first refusal covering the sale, use and
      distribution of an new generic drugs that MAKER may develop. Pursuant to this
      right of first refusal, MAKER shall notify DISTRIBUTOR of the availability
      of
      new generic drugs or similar technologies and DISTRIBUTOR shall, within ten
      days
      of receipt of said information, notify MAKER of its desire to distribute the
      product. If MAKER and DISTRIBUTOR should agree to distribute new generic drugs
      or similar technologies, the costs associated with such undertakings shall
      be
      divided as agreed upon by the parties. If DISTRIBUTOR does not provide to MAKER
      notification of its desire to distribute the new products within the period
      described above, MAKER shall be released from this right of first refusal and
      may negotiate such distribution agreements with third parties as it deems
      advisable.

     

    12.2.    Confidentiality.
      DISTRIBUTOR agrees to maintain the Subject Technology in confidence, and to
      use
      the same only in accordance with this Agreement. Such obligation of
      confidentiality shall not apply to information which DISTRIBUTOR can
      demonstrate: (i) was at the time of disclosure in the public domain; (ii) has
      come into the public domain after disclosure through no fault of DISTRIBUTOR;
      (iii) was known to DISTRIBUTOR prior to disclosure thereof by MAKER; (iv) was
      lawfully disclosed to DISTRIBUTOR by a third party which was not under an
      obligation of confidence to MAKER with respect thereto; (v) which DISTRIBUTOR
      can reasonably demonstrate was independently developed by DISTRIBUTOR without
      use of the Subject Technology; or (vi) which DISTRIBUTOR shall be compelled
      to
      disclose by law or legal process. The foregoing obligation of confidentiality
      shall survive termination of this Agreement.

     

    12.3.    Indemnity.
      Each Party shall notify the other of any claim, lawsuit or other proceeding
      related to the Subject Technology. Subject to the following sentence,
      DISTRIBUTOR agrees that it will defend, indemnify and hold harmless MAKER,
      its
      researchers, employees, officers, trustees, directors, and agents and each
      of
      them (the “Indemnified Parties”), from and against any and all claims, causes of
      action, lawsuits or other proceedings filed or otherwise instituted against
      any
      of the Indemnified Parties related directly or indirectly to or arising out
      of
      the design, process, manufacture, or use by any person or party of the Subject
      Technology, the Licensed Products or any other embodiment of the Subject
      Technology even though such claims, causes of action, lawsuits or other
      proceedings and the costs (including attorney’s fees) related thereto result in
      whole or in part from the negligence of any of the Indemnified Parties.
      Notwithstanding any provisions herein to the contrary, MAKER shall indemnify
      DISTRIBUTOR for any claims for injuries to persons or property damage which
      occur on MAKER premises or premises under the exclusive control of MAKER.
      DISTRIBUTOR will also assume responsibility for all costs and expenses related
      to such claims and lawsuits for which it is obligated to indemnify the
      Indemnified Parties pursuant to this Paragraph 13.3, including, but not limited
      to, the payment of all reasonable attorneys’ fees and costs of litigation or
      other defense.

     

    
      
         

      

      
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    12.4.    Insurance.
      DISTRIBUTOR shall for so long as DISTRIBUTOR manufactures, uses or sells any
      Product(s), maintain in full force and effect policies of (i) worker’s
      compensation and/or employers’ liability insurance within statutory limits, (ii)
      general liability insurance (with broad form general liability endorsement)
      with
      limits of not less than three million dollars ($3,000,000) per occurrence with
      no annual aggregate and (iii) products liability insurance, with limits of
      not
      less than three million dollars ($3,000,000) per occurrence with no annual
      aggregate. Such coverage(s) shall be purchased from a carrier or carriers deemed
      acceptable to MAKER with no annual aggregate and shall name MAKER as an
      additional insured. Upon request by MAKER, DISTRIBUTOR shall provide to MAKER
      copies of said policies of insurance.

     

    12.5.    MAKER’S
      Disclaimers. Neither MAKER nor any of its researchers, trustees, officers,
      employees, directors, or agents assume any responsibility for the manufacture,
      product specifications, sale or use of the Subject Technology or the Licensed
      Products which are manufactured by or sold by DISTRIBUTOR.

     

    12.6.    Independent
      Contractors. The Parties hereby acknowledge and agree that each is an
      Independent contractor and that neither Party shall be considered to be the
      agent, representative, master or servant of the other Party for any purpose
      whatsoever, and that neither Party has any authority to enter into a contract.
      to assume any obligation or to give warranties or representations on behalf
      of
      the other Party. Nothing in this relationship shall be construed to create
      a
      relationship of joint venture, partnership, fiduciary or other similar
      relationship between the Parties.

     

    12.7.    DISCLAIMER
      OF WARRANTY. MAKER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED,
      INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS OR MERCHANTABILITY,
      REGARDING OR WITH RESPECT TO THE SUBJECT TECHNOLOGY OR PRODUCTS AND MAKER MAKES
      NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, OF THE PATENTABILITY
      OF
      THE SUBJECT TECHNOLOGY OR PRODUCTS OR OF THE ENFORCEABILITY OF ANY PATENTS
      ISSUING THEREUPON, IF ANY, OR THAT THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS
      ARE OR SHALL BE FREE FROM INFRINGEMENT OF ANY PATENT OR OTHER RIGHTS OF THIRD
      PARTIES

     

    12.8.    Non-Waiver.
      The Parties covenant and agree that if a Party fails or neglects for any reason
      to take advantage of any of the terms provided for the termination of this
      Agreement or if a Party, having the right to declare this Agreement terminated,
      shall fail to do so, any such failure or neglect by such Party shall not be
      a
      waiver or be deemed or be construed to be a waiver of any cause for the
      termination of this Agreement subsequently arising, or as a waiver of any of
      the
      terms, covenants or conditions of this Agreement or of the performance thereof.
      None of the terms, covenants and conditions of this Agreement may be waived
      by a
      Party except by its written consent.

     

    
      
         

      

      
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    12.9.    Reformation.
      All Parties hereby agree that neither Party intends to violate any public
      policy, statutory or common law, rule, regulation, treaty or decision of any
      government agency or executive body thereof of any country or community or
      association of countries; that if any word, sentence, paragraph or clause or
      combination thereof of this Agreement is found, by a court or executive body
      with judicial powers having jurisdiction over this Agreement or any of its
      Parties hereto, in a final unappealed order to be in violation of any such
      provision in any country or community or association of countries, such words,
      sentences, paragraphs or clauses or combination shall be inoperative in such
      country or community or association of countries, and the remainder of this
      Agreement shall remain binding upon the Parties hereto.

     

    12.10.    Force
      Majeure. No liability hereunder shall result to a Party by reason of delay
      in
      performance caused by force majeure, that is circumstances beyond the reasonable
      control of the Party, including, without limitation, acts of God, fire, flood,
      war, civil unrest, labor unrest, or shortage of or inability to obtain material
      as equipment.

     

    12.11.    Entire
      Agreement. The terms and conditions herein constitute the entire agreement
      between the Parties and shall supersede all previous agreements, either oral
      or
      written, between the Parties hereto with respect to the subject matter hereof.
      No agreement of understanding bearing on this Agreement shall be binding upon
      either Party hereto unless it shall be in writing and signed by the duly
      authorized officer or representative of each of the Parties and shall expressly
      refer to this Agreement.

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement
      in multiple originals by their duly authorized officers and representatives
      on
      the respective dates shown below, but effective as of the Agreement
      Date.

     

    
      	DISTRIBUTOR	 	 	MAKER
	MEDI-HUT CO., INC.	 	 	Syntho
              Pharmaceuticals, Inc.
	 	 	 	 
	/s/ Muhammed
              Malik	 	 	/s/ Joseph
              A. Sanpietro
	
              

            	 	 	
              

            
	Title: 
              President & Chief Executive Officer
Date:  November 20,
              2001	 	 	Title: 
              President
Date:  November 20,
              2001


    

    


    
 

    
      
         

      

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