EXHIBIT
      10.4

     

    AMENDMENT
      TO

    DISTRIBUTION
      AGREEMENT

    Dated
      April 3, 2002

     

    This
      Amendment No. 2
      is made
      and entered into this 3rd
      day of
      April, 2002, between Medi-Hut
      Co., Inc.
      (“Medi”
      or “DISTRIBUTOR”) and Syntho
      Pharmaceuticals, Inc.,
      a New
      York corporation (“Syntho” or “MAKER”).

     

    RECITALS

     

    
      	 	
              A.

            	
              Medi
                and Syntho executed and delivered a Distribution Agreement dated
                as of
                November 20, 2001 (the “Agreement”) pursuant to which Medi agreed to
                exclusively distribute Subject Technology (as defined in paragraph
                1.1 of
                the Agreement) and Syntho agreed to manufacture Subject
                Technology.

            


    

     

    
      	 	
              B.

            	
              Medi
                and Syntho executed and delivered an Amendment No. 1 to the Distribution
                Agreement dated as of February 7, 2002 (the “Agreement”) pursuant to which
                the Parties desired to amend the Agreement in the particulars set
                forth in
                paragraph 4.1 of the Agreement.

            


    

     

    
      	 	
              C.

            	
              The
                Parties desire to further amend the Agreement in the particulars
                set forth
                in paragraph 4.1 of the Agreement.

            


    

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, and for other good
      and
      valuable consideration, the receipt and sufficiency whereof are hereby
      acknowledge, the parties covenant and agree to further amend paragraph 4.1
      of
      the Agreement as follows:

     

    “4.1
      As
      consideration for the rights conveyed by the MAKER under this Agreement,
      DISTRIBUTOR shall pay to MAKER a fee of Two Million Five Hundred Thousand
      Dollars ($2,500,000). Of this amount, Six Hundred Thousand Dollars ($600,000)
      shall be retained by DISTRIBUTOR and paid to MAKER upon the cash collections
      of
      the first Three Hundred Thousand Dollars ($300,000) of invoices from the
      DISTRIBUTOR’s customers pertaining to sales of the Subject Technology and an
      additional Three Hundred Thousand Dollars ($300,000) from collection of second
      set of invoices.”

     

    The
      terms
      and conditions of this Amendment shall be deemed to modify and supercede the
      Agreement and in the event of any conflict or inconsistency between the terms
      of
      this Amendment and the terms of the agreement, the terms of this Amendment
      shall
      control. Unless otherwise modified, the remaining terms of the Agreement shall
      remain in full force and effect.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment on the date set forth above.

     

    
      	 	 	 
	 	MEDI-HUT
              CO., INC.
	 
 	 
 	 
 
	Date: April
              3, 2002	By:  	/s/ Joseph
              A. Sanpietro
	 	
              

            
	 	Joseph
              A. Sanpietro, President


    

    
      
        	 	 	 
	 	 	 
	 	SYNTHO
                PHARMACEUTICALS, INC.
	 
 	 
 	 
 
	Date: April
                3, 2002	By:  	/s/ Muhammed
                Malik
	 	
                

              
	 	Muhammed
                Malik, President


      

       

      


    

    
      
         

      

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