Unassociated Document


    Exhibit
10.35

    


    Sales
Agreement

    


    


    Party A:
Changchun Central Hospital

    Address:
1810 Renmin Blvd., Changchun, Jilin Province

    


    Party B:
Changchun Yongxin Dirui Medical Co., Ltd.

    Address:
2152 Nanhuan Rd., Changchun, Jilin Province.

    


    This
Sales Agreement (the “Agreement”) is entered into by and between Party A and
Party B in connection with sales of pharmaceuticals.

    


    Party A
agrees to purchase pharmaceuticals from Party B of an estimated amount of RMB1.2
million in the contract year (an estimated amount of RMB100,000 per
month).

    


    
      	
              I.  

            	
              General
      Provisions

            


    

    


    
      	
              1.   
       

            	
              Party
      B shall supply pharmaceuticals to Party A according to the Hospital’s Drug
      Schedule provided by Party A.

            


    

    


    
      	
              2.   
       

            	
              Party
      B shall guarantee that drugs sold to Party A are genuine and qualified
      drugs that are in accordance with national standards and applicable laws
      and regulations.

            


    

    


    
      	
              3.   
       

            	
              The
      sales price of drugs will be further determined through joint agreement
      between the parties based on the
following:

            


    

    
      	
              ·    
       

            	
              Bidding
      price; or

            


    

    
      	
              ·      

            	
              Market
      price, with a discount applied to drugs that are not subject to
      bidding.

            


    

    


    
      	
              4.   
       

            	
              Party
      A will place one or two orders with Party B per week. Party B shall
      deliver the ordered products within 24 hours after receipt of the
      order.

            


    

    


    
      	
              5.   
       

            	
              Party
      B shall provide Party B with invoices, inventory checklists and product
      inspection reports upon delivery of products. If Party B cannot provide
      the invoice upon delivery, it shall send the invoice to Party A by the end
      of the month during which the delivery was
made.

            


    

    


    
      	
              6.   
       

            	
              Party
      A and Party B shall verify the sales books and records on the 27th day of
      every month and shall correct any errors or discrepancies as soon as
      possible.

            


    

    


    
      	
              7.   
       

            	
              Party
      A shall claim any return of products within 6 months before the expiration
      date of such products. If Party A fails to claim a return within the above
      mentioned time period, Party B shall help Party A contact the manufacturer
      in good faith and claim for a return, and Party A shall bear any loss in
      the event that no return is accepted by the
  manufacturer.

            


    

    


    
      	
              8.   
       

            	
              Party
      A shall notify Party B of any quality related issues for the products.
      Party B shall contact the supplier or manufacturer of such products and
      clarify the liabilities of all parties. However, Party A shall be liable
      for any damages that are resulted from misuse or improper storage of
      products by Party A.

            


    

    


    
      	
              II.  

            	
              Payment

            


    

    


    Party A
shall pay for the first month’s purchase price within 10 days following the end
of the 6th months from the beginning of the contract year.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              III.  

            	
              Breach
      of Agreement

            


    

     

    
      
        	
                1.  

              	
                If
      either party breaches any term or condition under the Agreement for the
      first time, the non-breaching party may give warnings and the parties may
      resolve the breach through negotiation. If the same party breaches the
      Agreement twice, the non-breaching party shall have the right to terminate
      the Agreement.

              


      

      


      
        	
                2.  

              	
                If
      any terms or conditions under this Agreement disagree with or conflict
      with any Medical Reform Policies issued by the government, this Agreement
      shall be terminated. Under such circumstance, the parties agree to consult
      with one another in order to resume business in a manner that conforms
      with the government’s policies.

              


      

      
        


        
          	
                  IV.  

                	
                        
                    Rights
      and Obligations

                  

                


        

         

      

      
      

      
        	
                A.  

              	
                Rights
      and Obligations of Party A

              


      

      


      
        	
                1.  

              	
                Party
      A has the right to make or amend the Hospital’s Drug Schedule at its own
      discretion;

              


      

      
        	
                2.  

              	
                Party
      A has the right to request expedite delivery of
  products;

              


      

      
        	
                3.  

              	
                Party
      A has the right to assess the quality of products sold by Party B;
      and

              


      

      
        	
                4.  

              	
                Party
      A has the obligation to make payments on
time.

              


      

      


      
        	
                B.  

              	
                Rights
      and Obligations of Party B

              


      

      


      
        	
                1.  

              	
                Party
      B has the right to require Party A to pay on
  time;

              


      

      
        	
                2.  

              	
                Party
      B has the obligation to guarantee the amount and quality of products
      supplied;

              


      

      
        	
                3.  

              	
                Party
      B has the obligation to provide satisfactory pre-and-after-sales services;
      and

              


      

      
        	
                4.  

              	
                Party
      B has the obligation to guarantee the quality of products meets the
      requirements under laws and
regulations.

              


      

      


      
        	
                V.  

              	
                This
      Agreement becomes effective upon execution of both parties. This Agreement
      shall be executed into three duplicate originals. Party A shall hold one
      duplicate original; Party B shall hold two duplicate originals. Each
      duplicate original shall have the same legal
  effect.

              


      

      


      
        	
                VI.  

              	
                This
      Agreement is effective from January 1, 2010 to December 12,
      2010.

              


      

      


       

      Party A:
Changchun Central Hospital (corporate seal)

      


      Party B:
Changchun Yongxin Dirui Medical Co., Ltd. (corporate seal)