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
Mechanical Electronics Manufacturing 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 Cooperation Agreement, along with
the Addendum in Exhibit A hereto (collectively, the “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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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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