Exhibit10.8 THIRDWAIVER OF RIGHTS AGREEMENT

The Purchasers agree to waive the Note Anti-Dilution Right and the Warrant Anti-Dilution right in connection with Pediatric’s entry into the New Funding.  Furthermore, the Purchasers agree to waive any anti-dilution or reset rights they may have whatsoever in connection with the Purchase Agreement, Notes, Warrants or any document related to the Closing (or any additional funding contemplated by the Closing) in connection with the sale of the New Notes and New Warrants and/or the subsequent conversion of the New Notes and/or exercise of the New Warrants.  The Purchasers further agree that there will be no affect on the conversion prices of the Notes or the exercise prices of the Warrants, or any other provision of the Purchase Agreement or any other document or agreement entered into in connection therewith (including any additional fundings contemplated by the Closing) as a result of the New Funding and/or any subsequent conversion of the New Notes and/or exercise of the New Warrants.

Each of the Purchasers individually confirms that it will receive valid consideration in connection with the Company’s New Funding.

Approval of the New Funding.

 

Each of the Purchasers individually agrees that it approves of and consents to the New Funding and the issuance of the New Notes and New Warrants, and agrees to waive any notice requirement, right of first refusal, potential event of default caused by or other funding right whatsoever provided by the Purchase Agreement or any agreement or document entered into in connection with and/or pursuant to the Purchase Agreement (including any additional fundings) relating to or from the New Funding.

This Amendment shall become effective upon execution by each of the Parties hereto.

Each of the Purchasers also agrees and understands that New Millennium and Pediatric currently anticipate entering into additional Securities Purchase Agreements for the sale of additional Notes and/or Warrants in the future, and as such, each of the Purchasers agrees to waive any and all rights waived and/or to give any and all approvals provided in Sections 1 and 2 above, in connection with any future fundings by and between New Millennium and/or any of the other Purchasers and Pediatric, without the need for the re-approval of such funding and/or waiver of such rights waived above.

(1)

Assignment.  All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

(2)

Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, excluding any provision of this Agreement which would require the use of the laws of any other jurisdiction.

(3)

Entire Agreement, Amendments and Waivers.  This Agreement constitutes the entire agreement of the Parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof.  No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent or such Party.

(4)

 Waiver.  No failure on the part of any Party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision.

(5)

Section Headings.  Section headings are for convenience only and shall not define or limit the provisions of this Agreement.

(6)

Construction.  The Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto.

(7)

Authority.  Each Party has all requisite power and authority, corporate or otherwise, to enter into and affect the transactions contemplated by this Agreement.

(8)

Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.