
<PAGE> 63

EXHIBIT 99.8
                        TIMELY DEVICES INC.
                     DISTRIBUTORSHIP AGREEMENT

     This agreement dated the 4th Day of June , 1999.

     Between:

     Timely Devices Inc., a company incorporated under the laws of
     the Province of Aberta, Canada. (herein the "Supplier")

     and

     Technilab Pharma, a company carrying on business in the Country
     of Canada (herein the "Distributor")

WHEREAS:

A.   The Supplier is the owner of certain technology permitting it to
     create the ALR  prescription reminder system and associated
     products (the "System");

B.   The Distributor wishes to acquire from the supplier the right to
     sell the System;

C.   The Supplier is willing to grant the Distributor the exclusive
     right to sell the  System, within the territory and upon the
     terms and conditions set out herein.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PRESENTS AND COVENANTS
CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:


1.   Grant of Distribution Right

     The Supplier grants to the Distributor the exclusive right to
     sell the System within the geographical boundaries attached
     hereto as Schedule "A" (the "Territory").

2.   Products supplied by the Supplier

     The Supplier agrees to supply to the Distributor with all of the
     System, manufactured, sold, or distributed by the Supplier.

3.   System Prices

     A.   The price of the System shall be FOB Edmonton, Alberta,
          Canada. The  Supplier shall be responsible for all
          additional charges including postage,  insurance, freight,
          import taxes and duties incurred in the course of
          delivering the Products to any location other than
          Edmonton, Alberta, Canada.



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     B.   The System shall be supplied by the Supplier to the
          Distributor at the Supplier's CDN Distributor price
          "Schedule B".

     C.   The Supplier's CDN Distribution price, is subject to change
          with 30 days notice.

4.   Delivery

     A.   Delivery shall be prepaid by the Supplier to the
          Distributor with a minimum order of CDN$2500.00. The method
          of shipping and the carrier shall be at the  sole
          discretion of the Supplier.

     B.   Orders less than the CDN$2500.00 will be shipped as
          specified by the  Distributor. Freight charges will be
          billed directly to the Distributor or the shipment will be
          shipped "freight collector".

     C.   Orders placed by the Distributor can be dropped shipped to
          another location at the request of the Distributor. All
          costs incurred for these shipments will be  billed to the
          Distributor's account.

5.   Delivery Schedule

     A.   Upon receipt of an order from the Distributor, the Supplier
          shall immediately advise of the delivery schedule for the
          System and unless the Distributor advises the Supplier
          within two business days thereof to the contrary, it shall
          be deemed to have agreed to the delivery schedule as
          provided by the Supplier.

     B.   Back orders shall be billed at the price in effect when the
          order was placed.

     C.   Shipping of back orders shall be billed according to the
          terms of the originating order.

6.   Term

The term (hereinafter the "Term") of this Agreement shall be twelve
(12) months commencing upon the signing of this agreement and one (3)
successive renewal for the term of twelve (12) months unless either
party terminates the Agreement upon 60 days prior notice.

7.   Minimum Order

An initial order of not less than CDN$650.000.00 of the System shah
be placed by the Distributor upon execution of this agreement,
failing which this agreement shall be null and void.




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8.   Minimum Annual Order

The Distributor shall place a minimum annual purchase (aggregate) of
not less than CDN$750,000.00 of the System no later than 181 days
after the date of this Agreement, failing which the Supplier may, at
its sole option, terminate this Agreement and award the Territory to
any other party without prejudice to its rights hereunder. All sales
in the Territory shall constitute credit toward the minimum annual
order.

9.    Payment Terms

     Payment terms for the minimum initial order of not less than
     CDN$650,000.00 of the System shall be CDN$25,000 upon signature,
     $75,000 at 1 September 1999 the balance shall be 25% down upon
     purchase order and 75% upon delivery. Subsequent orders shall be
     paid 25% down upon the purchase order and the balance paid upon
     terms mutually agreed upon.

10.  Assignment

     The Distributor shall not have the right to assign, transfer,
     sublicense, sublet or encumber all or part of its interest in
     this agreement, or the rights granted to it, without the prior
     written consent of the Supplier (which consent shall not be
     arbitrarily or unreasonably withheld), provided that the
     assignee covenants to observe and perform all provisions of this
     agreement, mutatis mutandis, and further provided that such
     assignment, transfer, sublicense, sublet or encumbrance shall in
     no way discharge the Distributor from any of its obligations
     hereunder including without limitation the obligation to the
     minimum purchase requirement during the term of this agreement.

11.  Marketing

For the purpose of facilitating the sale of the System:

     A.   the Supplier shall promptly make available to the
          Distributor, at the Supplier's cost price, all promotional
          materials, including without limitation posters, brochures,
          product highlight sheets, and catalogues relating to
          the System;

     B.   the Supplier shall authorize and grant the Distributor the
          right and license to use the trade name or trade marks
          associated with the System as set forth in "Schedule C"
          hereto, the sole purpose of promoting the System; and

     C.   the Distributor shall display, utilize and promote in all
          of its advertising or marketing initiatives the Supplier's
          trade name and trade marks.




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     D.   the Supplier shall commit to an annual marketing budget of
          up to 25% of the total purchases during each term of the
          agreement, it shall be paid in accordance with cooperative
          funding and shall require mutual consent by both parties.
          Use of these funds shall remain the sole discretion of the
          Supplier.

12.  Supplier's Product Warranty and Servicing

     A.   The Supplier shall warrant all System for parts and labour
          for a period of forty-five (45) days from the date of
          purchase by the end user of the products from the
          Distributor. The Programming Station shall have a lifetime
          warranty under normal use. All servicing pursuant to this
          provision shall be conducted at the Supplier's facility in
          Edmonton, Alberta, Canada. The Distributor shall be
          responsible for all shipping charges incurred in sending
          the Products to the Supplier's  facilities in Edmonton,
          Alberta, Canada.

     B.   Except for the express warranties stated herein, the
          Supplier disclaims all warranties for or related to the
          System or their use, including without limitation all
          implied warranties or merchantability or fitness. The
          Supplier's liability shall in no circumstances exceed the
          amounts paid by the Distributor for the unit of the System.
          No claim for damages, including but not limited to special,
          indirect or consequential loss arising out of or in
          connection with the use or performance of the System shall
          be chargeable to the Supplier, whether for loss of profit,
          injury, or otherwise.

13.  Right to Use Technology

The Supplier warrants to the Distributor that it is either the owner
of, or lawfully entitled to use, apply, alter, and modify the
technology utilized by or incorporated into the System, and that it
has the sole right to grant the within distribution rights free of
any restrictions, except as set out herein. The Supplier shall
indemnify the Distributor from any intellectual property claims in
the Territory.

14.  Distributor to Cooperate

The Distributor covenants with the Supplier that it will not during
the term of this Agreement or any extensions thereof raise or cause
to be raised any questions concerning or any objection to the
validity of any claim of the Supplier to manufacture, sell or use the
technology, trademark, trade name, copyright, patent, literary,
artistic, dramatic, personal, private, civil, or property right or
the right to privacy, or any other right of any person, firm or
corporation, utilized by or incorporated into the Products on any
grounds whatsoever, and further agrees not to aid others in so doing.


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15.  Invention and Innovation

Any invention or innovation relating to the System, or the use of the
System, protectable by patent, copyright or other legal proprietary
protection made or conceived during the term of this agreement
whether by the Supplier or the Distributor, or their respective
agents, servants and employees shall be the sole property of the
Supplier.

16.  Confidentiality

The Distributor and the Supplier mutually acknowledge the proprietary
interest of each party to the information and materials which each
party is bound to disclose or otherwise make available to the other
party by virtue of this agreement. The Distributor and Supplier
mutually covenants to keep confidential and secret all information
and materials disclosed or otherwise made available pursuant to this
Agreement, except with the prior written consent of the Supplier. The
Distributor shall take all steps necessary and reasonable to maintain
the confidentially contemplated herein and shall ensure the
Supplier's interests herein are protected by the safeguarding of the
System and the information referred to herein.

18.   Disruption in Supply

In the event that the Supplier is unable to supply the System due to
disruptions in shipping, acts of civil or military authorities,
strikes, lockouts, embargoes, acts of God, or any other factors
beyond the Supplier's control, then the minimum annual purchase
amount required of the Distributor shall abate proportionately for
such period of time during which supply is interrupted, and the
Supplier shall not be liable to the Distributor for any loss or
damages as a result of such interruption in supply.

19.  Termination

This Agreement shall terminate at the discretion of the
non-defaulting party in the event of:

     A.   the bankruptcy of either party hereto; or

     B.   the winding up or liquidation of either party hereto; or

     C.   loss, by the Supplier, of the right to manufacture, sell or
          use the patent or technology utilized by or incorporated
          into the Products; or

     D.   the Distributor fails to make either the minimum initial
          order or minimum annual order; or

     E.   the Distributor fails to make or abide by the payment terms
          herein; or



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     F.   the Distributor sells or distributes the System outside the
          Territory or resale  outside the Territory.

The Distributor shall have the right to sell any remaining inventory
of the System or similarly, in the event that the Distributor loses
its right to sell the System because of a breach by the Supplier or
an infringement action against the Supplier, the Supplier shall
purchase back all units in the Distributor's inventory and all the
associated costs of shipping and handling.

20.  Waiver of Rights

The failure of either party to require performance by the other party
of any provision herein shall not in any way affect the full right to
require such performance at any time thereafter. Nor shall a waiver
by either party of a breach of any provision hereof constitute a
waiver of the provision itself.

21.  Notice

Any notice required to be served by the Supplier shall be deemed to
be served if delivered by prepaid courier, registered mail,
facsimile, and shall be deemed to have been received upon the actual
date of delivery if by courier, 72 hours following the posting if by
registered mail, or the time of confirmation of receipt if by
facsimile, to:

     Timely Devices Inc.
     PO Box 45011
     Edmonton, Alberta, Canada
     T6G 2Z6
     Facsimile: (403) 448-0511

or
     Mssers Bryan & Company
     Attn. Kim Silverberg
     2600 Manulife Place
     10180 - 101 Street
     Edmonton, Alberta, Canada
     T5J 3Y2
     Facsimile. (403) 428-6324

     Technilab Pharma
     17800, rue Lapointe
     MIRABEL QUEBEC J7J 1P3
     Mr. Jacques Boisvert
     Facsimile: (514) 979-6350

23.  Time is of the Essence

Time is of the essence in these presents.




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24.  Law to Govern

This agreement shall be governed by the Laws of the Province of
Alberta, Canada.


25.  Severability

Should any part of this agreement be declared void, voidablity or
otherwise unenforceable by any competent Court having jurisdiction
over the matter, the remaining provisions shall continue to remain in
full force and effect.

26. Inurement

This agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

27. Amendments and Alterations

This agreement may not be altered or amended except in writing
executed by both parties.

28. Entirety of Agreement

This agreement is the entire agreement between the parties, and there
are no representations, conditions understandings or agreements other
than those expressly set forth herein.

IN WITNESS WHEREOF the parties have duly executed this agreement as
of the day and year first written above by affixing their respective
corporate seals under the hands of their proper signing officers duly
authorized in that behalf.

Timely Devices Inc.                     Technilab Pharma

Per: /s/ illegible                      Per: /s/ illegible

                             SCHEDULE A

THE TERRITORY

1.   The Territory as agreed to herein is the Country of;

     Canada

2.   In the event that there is a customer with outlets in more than
     one Territory, it shall be deemed that the responsible
     Distributor is that in whose Territory resides the head office
     of the Customer.



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                            SCHEDULE  B


THE PRICE LIST:

PART NUMBER    DESCRIPTION    DISTRIBUTOR PRICE   RETAIL PRICE
10101          Programming    $125.00             $195.00
                Station

10102          ALARM             8.75               10.00

10103          Set Up Kit       30.00               40.00

10104          ALR(tm)          12.00               20.00
               Custom label

10105          Patient Cards     7.50               10.00
               (250)

10106          Tent Cards       10.00               15.00
               (10)

10107          Desk Mat          2.50                3.75

10108          AC Adaptor        6.50               11.00
               (12OV)

Prices are subject to change without notice. Prices are in CDN
Dollars, FOB Edmonton, Aberta, Canada,

Printed material in English & French only.

                             SCHEDULE C

TRADE NAME AND TRADE MARKS

A Little Reminder in Canada, ALR(tm) in United States.


Timely Devices Inc. trade name in Canada.















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TDI                                          A Little Reminder
Timely Devices Inc.                          ALR


                           PURCHASE ORDER

June 4, 1999

Invoice:  Technilab      PO: Jacques Bolsvert     Order: House
Shipped on:              Via: Courier             Back order: NO

Item                     Quantity       Unit Price     Total

Programming Station         750         $125.00        $ 93,750.00
ALR(tm)                  75,000         $  8.75        $656,250.00
Labels/Store Package        750         $ 30.00        $ 22,500.00
Shipping/Handling                                      $     10.00
Extra Clips              75,000         $  0.05        $  3,750.00
Subtotal                                               $776,260.00
GST                                                    $ 54,338.20;
TOTAL                                                  $830,598.20


Terms:    As per Section 9, Payment Terms, Distribution Agreement.
          GST #898316278RT

Accepted on behalf of Technilab Pharma

______________________________________







             18162 - 102 Avenue, Edmonton, AB T5S IS7
              Phone (780) 448-0510 Fax (780) 448-0511








