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To Whom It May Concern:

It is the objective and desire of Primary Pharmaceuticals to comply with all Federal State and

local laws and to comply with the applicable provisions of the Food, Drug and Cosmetic Act

(hereinafter "FDCA"), the Prescription Drug Marketing Act of 1987 (hereinafter "PDMA"), and the

PDMA amendments of 1992 (collectively, the "Laws") and all subsequent revisions,

amendments, regulations and guidelines which have been promulgated by the Food and Drug

Administration (hereinafter "FDA"). As a result, Primary Pharmaceuticals represent and warrant

that the following statements are true and correct. We also require this warranty from all of our




1.  All products offered for sale by Primary Pharmaceuticals  (collectively, the "Products") are

      owned free and clear of any encumbrances or restrictions on title at the time of said sale. In

      addition, all products offered for sale are not "adulterated" or "misbranded" within the

      meaning of the FDCA and are not articles which may not be introduced into the interstate

      commerce under the FDCA and PDMA.


2.  Any products offered for sale by Primary Pharmaceuticals  have not been obtained through

      fraud, misrepresentation or concealment of any material facts.


3.  Primary Pharmaceuticals  shall comply fully with all Federal, State and local laws


4.  Primary Pharmaceuticals  warrants that they have established such internal controls as

      outlined in their policies and procedures to insure that all product purchased is stored and

      shipped at appropriate temperatures.


5.  Any products offered for sale by Primary Pharmaceuticals  have no restrictions on their resale

      by Primary Pharmaceuticals .


6.  Any products offered for sale by Primary Pharmaceuticals  are not in violation of the PDMA of

      1987, the PDMA Amendments of 1992, the FDCA or any other Federal, State or local law,

      ordinance or regulation.


7.  Primary Pharmaceuticals  warrants that none of the Products it sells were previously

      purchased by a public or private hospital or donated or supplied at a reduced price to a

      charitable organization.


8.  None of the Products are or will be adulterated or misbranded within the meaning of the FDCA

      or under any of the Laws. Nor shall any of the Products be a product or article that under any

      of the Laws may not be introduced into interstate commerce, sold to a wholesale distributor,

      or otherwise offered for sale to Primary Pharmaceuticals  for any reason whatsoever.


9.  All vendors that Primary Pharmaceuticals  purchase product from have agreed to the same

      warranty we are providing; they are all licensed and quality suppliers.


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