THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED.

     

    NOT
      EXERCISABLE PRIOR TO ___________, 2008. VOID AFTER 5:00 P.M. EASTERN TIME,
      _________, 2013.

     

    PURCHASE
      OPTION

     

    FOR
      THE
      PURCHASE OF UP TO

     

    _______________
      SHARES OF COMMON STOCK

     

    OF

     

    HUIHENG
      MEDICAL, INC.

     

    (A
      NEVADA
      CORPORATION)

     

    1. Purchase
      Option.

     

    In
      consideration of $100.00 duly paid by or on behalf of ____________________
      (“Holder”), as registered owner of this Purchase Option, to Huiheng Medical,
      Inc. (“Company”), Holder is entitled, at any time or from time to time at or
      after ____________, 2008 (“Commencement Date”), and at or before 5:00 p.m.,
      Eastern Time, ____________, 2013 (“Expiration Date”), but not thereafter, to
      subscribe for, purchase and receive, in whole or in part, up to ________ (7%
      of
      Offering) shares of Common Stock of the Company, $0.001 par value (“Common
      Stock”). If the Expiration Date is a day on which banking institutions are
      authorized by law to close, then this Purchase Option may be exercised on the
      next succeeding day which is not such a day in accordance with the terms herein.
      During the period ending on the Expiration Date, the Company agrees not to
      take
      any action that would terminate the Purchase Option. This Purchase Option is
      initially exercisable at $______ per share of Common Stock purchased (125%
      of
      the initial public offering (“Offering”) price per share of Common Stock
      registered under the registration statement on Form SB-2 (No. 333-146975)),
      provided, however, that upon the occurrence of any of the events specified
      in
      Section 6 hereof, the rights granted by this Purchase Option, including the
      exercise price and the number of shares of Common Stock to be received upon
      such
      exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending
      on the context.

     

    2. Exercise.

     

    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price in cash or by certified check
      or official bank check for the shares of Common Stock being purchased. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., Eastern time, on the Expiration Date, this Purchase Option shall become
      and be void without further force or effect, and all rights represented hereby
      shall cease and expire.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.2 Legend.
      Each
      certificate for shares of Common Stock purchased under this Purchase Option
      shall bear a legend as follows unless such shares of Common Stock have been
      registered under the Securities Act of 1933, as amended (“Act”):

     

    “The
      shares of Common Stock represented by this certificate have not been registered
      under the Securities Act of 1933, as amended (“Act”) or applicable state law.
      The shares may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state
      law.”

     

    2.3 Conversion
      Right.

     

    2.3.1 Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price in the manner required by Section 2.1,
      the
      Holder shall have the right (but not the obligation) to convert any exercisable
      but unexercised portion of this Purchase Option into shares of Common Stock
      (“Conversion Right”) as follows. Upon exercise of the Conversion Right, the
      Company shall deliver to the Holder (without payment by the Holder of any of
      the
      Exercise Price in cash) that number of shares of Common Stock equal to the
      quotient obtained by dividing (x) the “Value” (as defined below), at the close
      of trading on the next to last trading day immediately preceding the exercise
      of
      the Conversion Right, of the portion of the Purchase Option being converted
      by
      (y) the “Market Price” (as defined below). The “Value” of the portion of the
      Purchase Option being converted shall equal the remainder derived from
      subtracting (a) the Exercise Price multiplied by the number of shares of Common
      Stock underlying that portion of the Purchase Option being converted from (b)
      the Market Price of the Common Stock multiplied by the number of shares of
      Common Stock underlying that portion of the Purchase Option being converted.
      As
      used herein, the term “Market Price” at any date shall be deemed to be the last
      reported sale price of the Common Stock on such date, or, in case no such
      reported sale takes place on such day, the last reported sale price for the
      immediately preceding trading day, in either case as officially reported by
      the
      principal securities exchange on which the Common Stock is listed or admitted
      to
      trading, or, if the Common Stock is not listed or admitted to trading on any
      national securities exchange or if any such exchange on which the Common Stock
      is listed is not its principal trading market, the last reported sale price
      as
      furnished by the The Financial Industry Regulatory Authority (“FINRA”) through
      the NASDAQ Global Market or NASDAQ Capital Market, or, if applicable, the OTC
      Bulletin Board, or if the Common Stock is not listed or admitted to trading
      on
      any of the foregoing markets, or similar organization, as determined in good
      faith by resolution of the Board of Directors of the Company, based on the
      best
      information available to it.

     

    2.3.2 Mechanics
      of Conversion.
      The
      Conversion Right may be exercised by the Holder on any business day on or after
      the Commencement Date and not later than the Expiration Date by delivering
      the
      Purchase Option with a duly executed exercise form attached hereto with a
      completed Conversion Right section to the Company, exercising the Conversion
      Right and specifying the total number of shares of Common Stock that the Holder
      will purchase pursuant to such Conversion Right.

     

    
      
        
        

      

      
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    3. Transfer.

     

    3.1 General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell, transfer or assign or hypothecate this Purchase Option prior
      to the Commencement Date to anyone other than (i) an officer or partner of
      such
      Holder, (ii) an officer of either Chardan Capital Markets, LLC, the
      representative of the underwriters (“Underwriters”) of the Offering with respect
      to which this Purchase Option has been issued, or an officer or partner of
      the
      underwriting syndicate or any selected dealer in connection with the Company's
      public offering with respect to which this Purchase Option has been issued,
      or
      any selected dealer or member of the underwriting syndicate . On and after
      the
      Commencement Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto duly executed and completed, together with the Purchase Option and
      payment of all transfer taxes, if any, payable in connection therewith. The
      Company shall immediately transfer this Purchase Option on the books of the
      Company and shall execute and deliver a new Purchase Option or Purchase Options
      of like tenor to the appropriate assignee(s) expressly evidencing the right
      to
      purchase the aggregate number of shares of Common Stock purchasable hereunder
      or
      such portion of such number as shall be contemplated by any such
      assignment.

     

    3.2 Restrictions
      Imposed by the Act.
      This
      Purchase Option and the shares of Common Stock underlying this Purchase Option
      shall not be transferred unless and until (i) the Company has received an
      opinion of counsel for the Holder that this Purchase Option or the shares of
      Common Stock, as the case may be, may be transferred pursuant to an exemption
      from registration under the Act and applicable state law, the availability
      of
      which is established to the reasonable satisfaction of the Company (the Company
      hereby agreeing that an opinion of Loeb & Loeb LLP shall be deemed
      satisfactory evidence of the availability of an exemption), or (ii) a
      registration statement relating to such Purchase Option or shares of Common
      Stock, as the case may be, has been filed by the Company and declared effective
      by the Securities and Exchange Commission (“Commission”) and in compliance with
      applicable state law.

     

    4. New
      Purchase Options to Be Issued.

     

    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and funds sufficient
      to pay any Exercise Price and/or transfer tax, the Company shall cause to be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the aggregate number of shares of Common Stock purchasable
      hereunder as to which this Purchase Option has not been exercised or
      assigned.

     

    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification, the Company shall execute and deliver a new Purchase Option
      of
      like tenor and date. Any such new Purchase Option executed and delivered as
      a
      result of such loss, theft, mutilation or destruction shall constitute a
      substitute contractual obligation on the part of the Company.

     

    
      
        
        

      

      
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    5. Registration
      Rights.

     

    5.1 Demand
      Registration.

     

    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at
      least 51% of the Purchase Options and/or the underlying shares of Common Stock
      (“Majority Holders”), agrees to register on one occasion, all or any portion of
      the Purchase Options requested by the Majority Holders in the Initial Demand
      Notice and all of the shares of Common Stock underlying such Purchase Options
      (collectively the “Registrable Securities”). On such occasion, the Company will
      file a registration statement covering the Registrable Securities within sixty
      (60) days after receipt of the Initial Demand Notice and use its best efforts
      to
      have the registration statement declared effective promptly thereafter. If
      the
      Company fails to comply with the provisions of this Section 5.1.1, the Company
      shall, in addition to any other equitable or other relief available to the
      Holder(s), be liable for any and all incidental, special and consequential
      damages sustained by the Holder(s). The demand for registration may be made
      at
      any time during the five year period commencing after the closing of the
      Offering (“Closing”). The Company covenants and agrees to give written notice of
      its receipt of any Initial Demand Notice by any Holder(s) to all other
      registered Holders of the Purchase Options and/or the Registrable Securities
      within ten days from the date of the receipt of any such Initial Demand
      Notice.

     

    5.1.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, but the Holders shall pay any and all underwriting
      commissions and the expenses of any legal counsel selected by the Holders to
      represent them in connection with the sale of the Registrable Securities. The
      Company agrees to use its best efforts to cause the filing required herein
      to
      become effective promptly and to qualify or register the Registrable Securities
      in such States as are reasonably requested by the Holder(s); provided, however,
      that in no event shall the Company be required to register the Registrable
      Securities in a State in which such registration would cause (i) the Company
      to
      be obligated to register or license to do business in such State or submit
      to
      general service of process in such State, or (ii) the principal stockholders
      of
      the Company to be obligated to escrow their shares of capital stock of the
      Company. The Company shall cause any registration statement filed pursuant
      to
      the demand right granted under Section 5.1.1 to remain effective for a period
      of
      at least twelve consecutive months from the date that the Holders of the
      Registrable Securities covered by such registration statement are first given
      the opportunity to sell all of such securities.

     

    5.2 “Piggyback”
      Registration.

     

    5.2.1 Grant
      of Right.
      In
      addition to the demand right of registration, the Holders of the Purchase
      Options shall have the unlimited right during the five year period commencing
      after the Closing, to include the Registrable Securities as part of any other
      registration of securities filed by the Company (other than in connection with
      a
      transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
      to
      Form S-8 or any equivalent form) as long as such registration covers securities
      with a market value on the date of the initial filing of such registration
      statement in excess of $200,000; provided, however, that if, in the written
      determination of the Company's managing underwriter or underwriters, if any,
      for
      such offering, the inclusion of the Registrable Securities, when added to the
      securities being registered by the Company or the selling stockholder(s), will
      exceed the maximum amount of the Company's securities which can be marketed
      (i)
      at a price reasonably related to their then current market value, or (ii)
      without materially and adversely affecting the entire offering, the Company
      shall nevertheless register all or any portion of the Registrable Securities
      required to be so registered but such Registrable Securities shall not be sold
      by the Holders until 90 days after the registration statement for such offering
      has become effective and provided further that, if any securities are registered
      for sale on behalf of other stockholders in such offering and such stockholders
      have not agreed to defer such sale until the expiration of such 90 day period,
      the number of securities to be sold by all stockholders in such public offering
      during such 90 day period shall be apportioned pro rata among all such selling
      stockholders, including all holders of the Registrable Securities, according
      to
      the total amount of securities of the Company owned by said selling
      stockholders, including all holders of the Registrable Securities.

     

    
      
        
        

      

      
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    5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, but the Holders shall pay any and all underwriting
      commissions and the expenses of any legal counsel selected by the Holders to
      represent them in connection with the sale of the Registrable Securities. In
      the
      event of such a proposed registration, the Company shall furnish the then
      Holders of outstanding Registrable Securities with not less than thirty (30)
      days written notice prior to the proposed date of filing of such registration
      statement. Such notice to the Holders shall continue to be given for each
      registration statement filed by the Company until such time as all of the
      Registrable Securities have been sold by the Holder. The holders of the
      Registrable Securities shall exercise the “piggyback” rights provided for herein
      by giving written notice within twenty (20) days of the receipt of the Company's
      notice of its intention to file a registration statement. The Company shall
      cause any registration statement filed pursuant to the above “piggyback” rights
      to remain effective for at least twelve months from the date that the Holders
      of
      the Registrable Securities are first given the opportunity to sell all of such
      securities. The demand and “piggyback” rights set forth in this Section 5 shall
      cease at such time that the underlying shares of common stock are saleable
      under
      Rule 144(k) promulgated under the Act.

     

    5.3 General
      Terms.

     

    5.3.1 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys' fees and other expenses reasonably incurred in investigating,
      preparing or defending against any claim whatsoever) to which any of them may
      become subject under the Act, the Exchange Act or otherwise, arising from such
      registration statement but only to the same extent and with the same effect
      as
      the provisions pursuant to which the Company has agreed to indemnify the
      Underwriters contained in Section 5 of the underwriting agreement (“Underwriting
      Agreement”) between the Underwriters and the Company, dated the effective date
      of the Offering. The Holder(s) of the Registrable Securities to be sold pursuant
      to such registration statement, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company against all loss, claim,
      damage, expense or liability (including all reasonable attorneys' fees and
      other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent and with the same effect
      as
      the provisions contained in Section 5 of the Underwriting Agreement pursuant
      to
      which the underwriters have agreed to indemnify the Company.

     

    
      
        
        

      

      
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    5.3.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options prior to or after the initial filing of
      any
      registration statement or the effectiveness thereof.

     

    5.3.3 Documents
      Delivered to Holders.
      The
      Company shall furnish to each Holder participating in any of the foregoing
      offerings and to each underwriter of any such offering, if any, a signed
      counterpart, addressed to such Holder or underwriter, of (i) an opinion of
      counsel to the Company, dated the effective date of such registration statement
      (and, if such registration includes an underwritten public offering, an opinion
      dated the date of the closing under any underwriting agreement related thereto),
      and (ii) a “cold comfort” letter dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      a
      letter dated the date of the closing under the underwriting agreement) signed
      by
      the independent public accountants who have issued a report on the Company's
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants' letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer's counsel
      and in accountants' letters delivered to underwriters in underwritten public
      offerings of securities. The Company shall also deliver promptly to each Holder
      participating in the offering requesting the correspondence and memoranda
      described below and to the managing underwriter copies of all correspondence
      between the Commission and the Company, its counsel or auditors and all
      memoranda relating to discussions with the Commission or its staff with respect
      to the registration statement and permit each Holder and underwriter to do
      such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of FINRA. Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      as any such Holder shall reasonably request.

     

    5.3.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s) selected by any Holders whose Registrable Securities are being
      registered pursuant to this Section 5, which managing underwriter shall be
      reasonably satisfactory to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company, each Holder and such managing
      underwriters, and shall contain such representations, warranties and covenants
      by the Company and such other terms as are customarily contained in agreements
      of that type used by the managing underwriter. The Holders shall be parties
      to
      any underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the
      representations, warranties and covenants of the Company to or for the benefit
      of such underwriters shall also be made to and for the benefit of such Holders.
      Such Holders shall not be required to make any representations or warranties
      to
      or agreements with the Company or the underwriters except as they may relate
      to
      such Holders, their shares and their intended methods of
      distribution.

     

    
      
        
        

      

      
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    5.3.5 Documents
      to Be Delivered by Holder(s).
      Each of
      the Holder(s) participating in any of the foregoing offerings shall furnish
      to
      the Company a completed and executed questionnaire provided by the Company
      requesting information customarily sought of selling
      securityholders.

     

    6. Adjustments.

     

    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of shares of Common Stock underlying the Purchase
      Option shall be subject to adjustment from time to time as hereinafter set
      forth:

     

    6.1.1 Stock
      Dividends - Recapitalization, Reclassification, Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.2 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up, recapitalization or
      reclassification of shares of Common Stock or other similar event, then, on
      the
      effective date thereof, the number of shares of Common Stock issuable on
      exercise of the Purchase Option shall be increased in proportion to such
      increase in outstanding shares of Common Stock.

     

    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.2, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, upon the effective date thereof, the number of shares of Common
      Stock issuable on exercise of the Purchase Option shall be decreased in
      proportion to such decrease in outstanding shares.

     

    6.1.3 Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      this Purchase Option is adjusted, as provided in this Section 6.1, the Exercise
      Price shall be adjusted (to the nearest cent) by multiplying such Exercise
      Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      this Purchase Option immediately prior to such adjustment, and (y) the
      denominator of which shall be the number of shares of Common Stock so
      purchasable immediately thereafter.

     

    6.1.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 hereof or which solely
      affects the par value of such shares of Common Stock, or in the case of any
      merger or consolidation of the Company with or into another corporation (other
      than a consolidation or merger in which the Company is the continuing
      corporation and which does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or other transfer, by a Holder of the number of shares
      of Common Stock of the Company obtainable upon exercise of this Purchase Option
      immediately prior to such event; and if any reclassification also results in
      a
      change in shares of Common Stock covered by Section 6.1.1, then such adjustment
      shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The
      provisions of this Section 6.1.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    
      
        
        

      

      
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    6.1.5 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of shares of Common Stock as are stated
      in
      the Purchase Options initially issued pursuant to the Underwriting Agreement.
      The acceptance by any Holder of the issuance of new Purchase Options reflecting
      a required or permissive change shall not be deemed to waive any rights to
      a
      prior adjustment or the computation thereof.

     

    6.2 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock upon the exercise or transfer of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up or down to the nearest whole
      number of shares of Common Stock.

     

    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      the
      Purchase Options, such number of shares of Common Stock or other securities,
      properties or rights as shall be issuable upon the exercise thereof. The Company
      covenants and agrees that, upon exercise of the Purchase Options and payment
      of
      the Exercise Price therefor, all shares of Common Stock and other securities
      issuable upon such exercise shall be duly and validly issued, fully paid and
      non-assessable and not subject to preemptive rights of any stockholder. As
      long
      as the Purchase Options shall be outstanding, the Company shall use its best
      efforts to cause all shares of Common Stock issuable upon exercise of the
      Purchase Options to be listed and/or quoted (subject to official notice of
      issuance) on all securities exchanges (or, if applicable on NASDAQ) on which
      the
      Common Stock issued to the public in connection herewith are then listed and/or
      quoted.

     

    8. Certain
      Notice Requirements.

     

    8.1 Holder's
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent or to receive notice as a stockholder for the election of directors
      or
      any other matter, or as having any rights whatsoever as a stockholder of the
      Company. If, however, at any time prior to the expiration of the Purchase
      Options and their exercise, any of the events described in Section 8.2 shall
      occur, then, in one or more of said events, the Company shall give written
      notice of such event at least fifteen days prior to the date fixed as a record
      date or the date of closing the transfer books for the determination of the
      stockholders entitled to such dividend, distribution, conversion or exchange
      of
      securities or subscription rights, or entitled to vote on such proposed
      dissolution, liquidation, winding up or sale. Such notice shall specify such
      record date or the date of the closing of the transfer books, as the case may
      be.

     

    
      
        
        

      

      
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    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its shares of Common Stock for the purpose of entitling them
      to
      receive a dividend or distribution payable otherwise than in cash, or a cash
      dividend or distribution payable otherwise than out of retained earnings, as
      indicated by the accounting treatment of such dividend or distribution on the
      books of the Company, or (ii) the Company shall offer to all the holders of
      its
      Common Stock any additional shares of capital stock of the Company or securities
      convertible into or exchangeable for shares of capital stock of the Company,
      or
      any option, right or warrant to subscribe therefor, or (iii) a dissolution,
      liquidation or winding up of the Company (other than in connection with a
      consolidation or merger) or a sale of all or substantially all of its property,
      assets and business shall be proposed.

     

    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price Notice”). The Price Notice shall describe the event causing the
      change and the method of calculating same and shall be certified as being true
      and accurate by the Company's President and Chief Financial
      Officer.

     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made on the date
      of
      delivery if delivered personally or sent by overnight courier, with
      acknowledgement of receipt to the party to which notice is given, or on the
      fifth day after mailing if mailed to the party to whom notice is to be given,
      by
      registered or certified mail, return receipt requested, postage prepaid and
      properly addressed as follows: (i) if to the registered Holder of the Purchase
      Option, to the address of such Holder as shown on the books of the Company,
      or
      (ii) if to the Company, to its principal executive office.

     

    9. Miscellaneous.

     

    9.1 Amendments.
      The
      Company and the Underwriters may from time to time supplement or amend this
      Purchase Option without the approval of any of the Holders in order to cure
      any
      ambiguity, to correct or supplement any provision contained herein which may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder which the Company
      and the Underwriters may deem necessary or desirable and which the Company
      and
      the Underwriters deem shall not adversely affect the interest of the Holders.
      All other modifications or amendments shall require the written consent of
      the
      party against whom enforcement of the modification or amendment is
      sought.

     

    
      
        
        

      

      
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    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    9.3 Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    9.4 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their respective successors, legal
      representatives and assigns, and no other person shall have or be construed
      to
      have any legal or equitable right, remedy or claim under or in respect of or
      by
      virtue of this Purchase Option or any provisions herein contained.

     

    9.5 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any process or summons to be served upon the Company may
      be
      served by transmitting a copy thereof by registered or certified mail, return
      receipt requested, postage prepaid, addressed to DLA Piper US LLP, 4365
      Executive Drive, Suite 1100, San Diego, CA 92121, Attention: Doug Rein. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim. The Company and the Holder, by
      acceptance hereof, agree that the prevailing party(ies) in any such action
      shall
      be entitled to recover from the other party(ies) all of its reasonable
      attorneys' fees and expenses relating to such action or proceeding and/or
      incurred in connection with the preparation therefor.

     

    9.6 Waiver,
      etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or
      non-fulfillment.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ____________ day of ____________,
      2008.

     

    
      	 	 	 
	 	
              HUIHENG
                MEDICAL, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Hui
                Xiaobing

              Chief
                Executive Officer

            
	 	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Form
      to
      be used to exercise Purchase Option:

     

    HUIHENG
      MEDICAL, INC.

     

    Date:_________________,
      20__

     

    The
      undersigned hereby elects irrevocably to exercise the within Purchase Option
      and
      to purchase ____ shares of Common Stock of Huiheng Medical, Inc. and hereby
      makes payment of $____________ (at the rate of $_________ per share of Common
      Stock and $______ per Warrant) in payment of the Exercise Price pursuant
      thereto. Please issue the Common Stock as to which this Purchase Option is
      exercised in accordance with the instructions given below.

     

    OR

     

    The
      undersigned hereby elects irrevocably to exercise the within Purchase Option
      and
      to purchase _________ shares of Common Stock of Huiheng Medical, Inc. by
      surrender of the unexercised portion of the within Purchase Option (with a
      “Value” of $_______ based on a “Market Price” of $__________.) Please issue the
      Common Stock as to which this Purchase Option is exercised in accordance with
      the instructions given below.

     

    
      	 	 
	 	
              Signature

            


    

     

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER.

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    
      	 	 
	
              Name

            	 
	 	
              (Print
                in Block Letters)

            
	 	 
	
              Address

            	 


    

    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Form
      to
      be used to assign Purchase Option:

     

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED,__________________________________ does hereby sell, assign and
      transfer unto _______________________ the right to purchase
      _______________________ shares of Common Stock of Huiheng Medical, Inc.
      (“Company”) evidenced by the within Purchase Option and does hereby authorize
      the Company to transfer such right on the books of the Company.

     

    Dated:____________________,
      20__

    
       

      
        	 	 	 
	 	 	
                Signature

              
	 	 	 
	 	 	 
	Signature Guaranteed	 	 


      

       

    

    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

     

    


     

    


    
      
        
        

      

      
        13