DISTRIBUTION
AGREEMENT

      


      This
Distribution Agreement made and entered into as of this 1st day of March 2009 by
and between Hyperera Inc. (hereinafter refered to as “Hyperera”), having its
principal offices at 2316 South Wentworth Avenue, Chicago, IL 60616, USA, and
Beijing Chaoran Chuangshi Technology Co., Ltd. (hereinafter refered to as
“Beijing Chaoran”), having its principal offices at No.28 Mujiu Road, Mujiayu
Town, Miyun,  Beijing, China (collectively, the “Parties”).   

      


      Recitals

      


      WHEREAS, Hyperera Inc is
Clinical Information System (“CIS”) distributor in China and throughout Asia and
eventually throughout the world.

      


      WHEREAS, Beijing Chaoran
Chuangshi Technology Co., Ltd.  is an developer of CIS systems,
including surgery anesthesia clinic management software and ICU management
system product lines and seller of related computer hardware. Beijing Chaoran is
a leading developer in China of CIS product lines. Beijing Chaoran also has the
design capability on the CIS system.

      


      WHEREAS, Hyperera and Beijing
Chaoran believe that (1) the market for CIS will have the large growth in the
next 3 years in China and Asia and elsewhere in the world; (2) the integrated
design and development will be helpful to ensure the functionality and quality
of the surgery anesthesia clinic management software and ICU management and
other CIS system product lines; (3) the experienced system supplier of the
surgery anesthesia clinic management software and ICU management and other CIS
system product lines systems will be more competitive than regular
developers.

        

      NOW, THEREFORE, the Parties
agree as follows:


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Part 1 – Cooperation on CIS
product lines

      


      
        	
              	
                A.

              	
                Beijing Chaoran will design and
      develop CIS systems with input from Hyperera, Inc.  All design
      and development responsibility shall be solely that of Beijing
      Chaoran.

              


      

      


      
        	
              	
                B.

              	
                Beijing Chaoran authorizes
      Hyperera to be its exclusive sales agent for the CIS product lines,
      including the surgery anesthesia clinic management software and ICU
      management systems, all over the world. The CIS product lines shall
      include the products that Beijing Chaoran developed before this
      Cooperation Agreement signed and additional CIS system products that will
      be developed by Beijing Chaoran.  All products shall be
      developed solely by Beijing
Chaoran.

              


      

      


      
        	
              	
                C.

              	
                Both Parties agree that Hyperera
      will be the Party to sign up all kinds of Agreement with the clients
      during the product development period and the supplying period, in
      addition, Hyperera will be the party to take the orders from the Clients.
      Under the above Agreement, Beijing Chaoran will be the only design and
      supply resource to Hyperera. Hyperera commits to use Beijing Chaoran as
      its only supplier for CIS system products and related computer
      hardware.

              


      

      


      
        	
              	
                D.

              	
                The purchase price Hyperera will
      pay for all products subject to this agreement will be comparable to what
      Hyperera would have paid a non-related party in arm’s-length
      transactions

              


      

      


      Part 2 – Responsibilities
for Both Parties

      


      
        	
              	
                A.

              	
                Hyperera’s
      responsibilities:

              


      

      


      
        	
              	
                i)

              	
                Communicates with clients to get
      the technical, commercial information in order to develop and supply the
      products.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
              	
                ii)

              	
                Negotiates and signs up the
      Design and Development Agreement as well as the Supplying Agreement with
      the clients.

              


      

      


      
        	
              	
                iii)

              	
                After getting the orders from the
      Clients, Hyperera issues the orders to Beijing Chaoran. Hyperera should
      give the clear instruction to Beijing Chaoran to produce the products and
      give the clear information on delivery address, payment term and other
      commercial information.

              


      

      


      
        	
              	
                iv)

              	
                Deals with the client claim and
      provides the customer care service whenever
    necessary.

              


      

      


      
        	
              	
                B.

              	
                Beijing Chaoran’s
      responsibilities:

              


      

      


      
        	
              	
                i)

              	
                Designs and develops the products
      according to the requirement from the
  Clients.

              


      

      


      
        	
              	
                ii)

              	
                Supplies the products to Client
      through Hyperera, meet the quality and time expectation from the
      Clients.

              


      

      


      
        	
              	
                iii)

              	
                Be responsible for its own
      investment plan in order to produce the
  products.

              


      

      


      
        	
              	
                iv)

              	
                Be responsible for the return,
      repair, rework and other related costs for the failure
      products.

              


      

      


      Part 3 -
Definitions

      


      When used
in this Agreement the following terms shall have the definitions stated in this
Part 3:


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
              	
                A.

              	
                “CIS Product
      Lines” refers to
      Clinical Information Systems including the surgery anesthesia clinic
      management software and ICU management systems. This cooperation can be
      also expanded to other similar CIS
  systems.

              


      

      


      
        	
              	
                B.

              	
                “Sales
      Region” refers to
      all over the world.

              


      

      


      
        	
              	
                C.

              	
                “Confidential
      Information” shall
      mean all information relating to Both
      Parties that is designated as confidential or that, given the nature of
      the information or the circumstances surrounding its disclosure,
      reasonably should be considered as confidential. Confidential Information
      includes, without limitation, all information relating to technology,
      customers, business plans, promotional and marketing activities, finances,
      other business affairs, as well as all information relating to third
      parties that Amazon may be obligated to keep
      confidential.  Confidential Information may be contained in
      tangible materials, such as drawings, data, specifications, reports and
      computer programs, or may be in the nature of unwritten
      knowledge.  Unless and except as otherwise agreed by the
      Parties, the content of all meetings, discussions, and communications
      relating to the negotiation of this Agreement, shall constitute
      Confidential Information.  Confidential Information shall not
      include (a) information that at the time of disclosure is generally and
      publicly available; (b) information that becomes generally and publicly
      available through no act or omission of Both Parties or its employees or
      agents; (c) information that Both Parties receive from a third party who
      has a right to disclose such information and who is not under an
      obligation of confidentiality to Both Parties; or (d) information that one
      Party expressly authorizes the other Party in writing to disclose in
      advance of making such
disclosure.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      Part 4 - Other
Cooperation

      


      
        	
              	
                A.

              	
                Hyperera and Beijing Chaoran
      shall both agree to not release the confidential information between each
      other.

              


      

      


      Part 5 -
Term

      


      This
Agreement shall have effect from the date first written above and, unless
terminated earlier by mutual consent, shall continue in force for a period of
Three (3) years.

      


      Part 6 - Governing
Law

      


      This
Agreement shall be governed, construed and interpreted in accordance with the
laws of the State of Nevada shall govern without regard to the conflicts of laws
provisions thereof.

      


      Part 7 – Entire
Agreement/Modifications/Authorization

      


      This
Agreement contains the entire agreement of the Parties concerning the subject
matter hereof, and supersedes any other prior agreements, either oral or
written.  No modification to this Agreement shall be effective unless
reduced to writing and signed by the duly authorized representatives of both
Hyperera and Beijing Chaoran.  Each signatory represents that he/she
is authorized by their respective Party to enter into this Agreement on such
Party’s behalf.

      


      Part 8 -
Notices

      


      Notices
to be given to a party shall be effective when delivered via
e-mail.



      
        
           


        

        
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      Part 9 -
Assignment

      


      No party
may assign any of its rights nor delegate any of its obligations under this
Agreement to any third party without the express prior written consent of the
other party; provided that,
notwithstanding the foregoing, Both Parties may assign this Agreement to
(a) any corporation or other entity resulting from any merger,
consolidation, or other reorganization, (b) any of the subsidiaries or
affiliates, or (c) any person to which it transfers all or substantially
all of the assets.  Any prohibited assignment shall be null and void
for all purposes.  This Agreement shall be binding upon the
successors, affiliates and permitted assigns of each of the
Parties.

       

      IN WITNESS WHEREOF, the
Parties having agreed to the terms and conditions set forth herein signify their
intention to be bound thereto through the signatures of their duly authorized
representatives which are set forth below.

        

      
        
          
            	
                    Hyperera
      Inc.

                  	 
      	
                    Beijing
      Chaoran Chuangshi Technology Co., Ltd.

                  
	 
      	 
      	 
      
	
                    By
      /s/ Zhi Yong Li

                  	 
      	
                    By
      /s/ Liancheng Li

                  
	 
      	 
      	 
      
	
                    Zhi
      Yong Li

                  	 
      	
                    Liancheng
      Li

                  
	
                    Chairman

                  	
                      

                  	
                    Chairman

                  


          

        

      


      
        
           


        

        
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