October 24, 2003



Joseph R. Andrade, M.D.
131 Fox Meadow Drive
Scarsdale, New York 10583


Dear Dr. Andrade:

Subject to the terms and conditions  set forth below,  we are pleased to propose
the following transaction between MedStrong International  Corporation ("Buyer")
and you in your individual capacity ("Seller").


I. CLOSING DATE
   ------------

The closing  date (the  "Closing  Date") shall occur on such date as the parties
hereto shall mutually agree; provided,  however, that the Closing Date shall not
occur later than March 15, 2004.


II. TRANSACTION
    -----------

On the Closing Date,

(A) Seller  shall  sell,  assign,  transfer  and convey to Buyer all of Seller's
    right, title and interest in and to (i) that certain aerosol holding chamber
    for use with a metered dose inhaler invented by Seller (the "Product"),  and
    (ii)  United  States  Patents  numbered  5,855,202  and  6,240,917  and  any
    subsequent   patents   issued  to  Seller   with   respect  to  the  Product
    (collectively, the "Patents") (the Product and the Patents being hereinafter
    referred to as the "Assets"); and

(B) Buyer shall purchase and acquire all of Seller's  right,  title and interest
    in and to,  and  (except  as  otherwise  expressly  provided)  assume all of
    Seller's obligations with respect to, the Assets.


PURCHASE PRICE

(A) In  consideration  for the sale  described  in Paragraph  II(A)  above,  and
    assuming that all conditions  precedent have been satisfied,  on the Closing
    Date Buyer shall pay to Seller the purchase price ("Purchase  Price") in the
    amount of Twenty Five Thousand Dollars ($25,000).

(B) In addition to the Purchase  Price payable on the Closing  Date,  Buyer will
    pay Seller  Twenty  Percent  (20%) of (i) any royalty Buyer may receive from
    the ultimate manufacturer of the Product and (ii) any "front money" or other
    tangible   benefit   Buyer  may  receive  from  the  ultimate   manufacturer
    inconsideration  for  entering  into  a  long-term   production/distribution
    agreement (the "Royalty").

    The Purchase  Price and/or the Royalty may be subject to  adjustment  in the
    event that (i) due  diligence  discloses  any  material  variation  from the
    assumptions  upon which the  parties  have based  their  calculation  of the
    Purchase Price or (ii) one or more conditions  precedent remain  unsatisfied
    as of the
<PAGE>
    Closing Date and,  notwithstanding  the same, the parties  mutually agree to
    consummate the transaction contemplated hereunder.


IV. CONDITIONS PRECEDENT
    --------------------

(A) Buyers'  obligation to pay the Purchase Price and to take such other actions
    as may be necessary to consummate the transaction  contemplated hereunder is
    subject to satisfaction of each of the following  conditions precedent on or
    before the Closing Date:

       (i)  Buyer shall be  satisfied  that Seller has the ability to  transfer,
            sell and assign  complete  interest the Assets free and clear of any
            competing claims or other encumbrances whatsoever;

       (ii) Buyer shall be satisfied, in its sole and absolute discretion,  that
            a market  exists  for the  Product  and that the market is of a size
            sufficient  to  make  production  and  distribution  of the  Product
            economically feasible;

       (iii)Seller  shall have agreed to make himself  available to Buyer,  upon
            reasonable  notice, to participate in meetings and/or  presentations
            requiring demonstration of, or technical discussion with respect to,
            the Product;  provided that the reasonable  expenses of Seller shall
            be reimbursed by Buyer;

       (iv) Seller     and     Buyer     shall     have     agreed     upon    a
            non-competition/non-circumvention  clause  of  reasonable  scope and
            duration;

       (v)  Buyer shall have received such evidence as it may reasonably require
            that Seller has obtained all  consents  and  approvals  necessary to
            enable him to consummate the transaction contemplated hereunder; and

       (vi) Buyer shall have received usual and customary  representations  from
            Seller.


(B) Seller's  obligation to make the sale,  assignment,  transfer and conveyance
    described in Paragraph  II(A) above and to take such other actions as may be
    necessary to consummate the transaction contemplated hereunder is subject to
    satisfaction of each of the following  conditions precedent on or before the
    Closing Date:

       (i)  Buyer shall have available for delivery to Sellers in same day funds
            the full amount of the Purchase Price;

       (ii) Seller  shall  have  received  such  evidence  as it may  reasonably
            require that Buyer has obtained all consents and approvals necessary
            to enable it to consummate the transaction  contemplated  hereunder;
            and

       (iii)Seller shall have received usual and customary  representations from
            Buyer.


V. INDEMNIFICATION
   ---------------

(A) Each party hereto shall bear its own costs and expenses  with respect to the
    negotiation  and  consummation of the  transaction  contemplated  hereunder;
    provided,  however, that should either party fail to negotiate in good faith
    to effect the consummation of the transaction  contemplated hereunder,  such
    party shall fully indemnify the other for all such costs and expenses.
<PAGE>
(B) Seller shall  indemnify and hold harmless Buyer from and against any and all
    debts, claims,  liabilities,  damages and obligations (and related costs and
    expenses)  arising out of or in any way related to (i) any act,  omission or
    misrepresentation of Seller, or (ii) the Assets prior to the Closing Date.

(C) Buyer shall  indemnify and hold harmless Seller from and against any and all
    debts, claims,  liabilities,  damages and obligations (and related costs and
    expenses)  arising out of or in any way related to (i) any act,  omission or
    misrepresentation of Buyer or any of Buyer's officers,  employees or agents,
    or (ii) the Assets subsequent to the Closing Date.


VI. DUE DILIGENCE
    -------------

Seller shall make available to Buyer at reasonable times upon reasonable  notice
such of its  personnel  and files,  records and other  documents  as Buyer shall
reasonably require in order to confirm the  representations  that have been made
by Seller with  respect to the Assets and the  assumptions  upon which Buyer has
based its  calculation of the Purchase Price and the Royalty.  In the event that
such due diligence reveals any material variation from such  representations and
assumptions,  Buyer  may  elect  to (i)  terminate  its  participation  in  this
transaction  without  further  obligation  to the  Seller,  or (ii)  propose  an
adjusted Purchase Price or Royalty and/or other modifications to the transaction
that Seller may accept or reject in its sole discretion.


VII. DOCUMENTATION
     -------------

The  obligations  of each party with  respect  to the  transaction  contemplated
hereunder shall be subject to, and conditioned  upon, the execution and delivery
of definitive  documentation  acceptable to each party.  Unless otherwise agreed
to, the preparation of such documentation shall be the responsibility of Buyer.


VIII. CONFIDENTIALITY
      ---------------

Unless otherwise agreed to by Buyer, Seller shall make no public announcement or
other disclosure in any way relating to this proposed  transaction to any person
including,  but not  limited to, the  Retailers,  Service  Contract  holders and
Sellers' employees and suppliers.



IX. ENFORCEABILITY
    --------------

Notwithstanding anything to the contrary set forth herein, Buyer's obligation to
consummate the transaction  described herein shall be subject to (i) negotiation
of acceptable  documentation,  (ii) approval of the  transaction by its Board of
Directors and (iii) satisfactory completion of its due diligence as described in
Paragraph VI.


X. GOVERNING LAW
   -------------

This letter of intent shall be governed by and construed in accordance  with the
laws of the State of New York .

<PAGE>
If the forgoing is  acceptable  to you,  please  execute and return the enclosed
copy of this letter.


                           Sincerely,


                           MEDSTRONG INTERNATIONAL CORPORATION


                           By:
                              ------------------------
                           Name:
                           Title:



Agreed to and accepted this 24th day of October, 2003.



------------------------------
Joseph R. Andrade, M.D.

Source: OneCLE Business Contracts.