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                Contract
      No

                Date
      of signature:

              
	
                THE
      SELLER

                 

                UralDial
      LLC

                 

                Juridical address:
      620042, Russia, Sverdlovskaya Region, Ekaterinburg, Industry Street
      28, Office 138

                 

                Post address: 620028,
      Russia, Sverdlovskaya Region, Ekaterinburg, Kirova Street
28/1

                 

              	
                THE
      BUYER :

                 

                The
      company "IsoRay Medical Inc."

                 

                350
      Hills Street, Suite 106

                Richland,
      WA 99354-5411 USA

                 

                 

              
	
                Hereinafter
      referred to as the Parties of the Contract.

                 

              
	
                1.
      SUBJECT OF THE CONTRACT

                 

                The
      Seller shall sell and the Buyer shall buy radioactive preparation
      Cesium-131 (hereinafter referred to as Goods) in accordance to
      specification provided in Appendix 1 to this contract.

                 

              
	
                2.
      CONTRACT DURATION AND DELIVERY TERMS

                 

                2.1
      The Goods under the Contract shall be delivered from 15 December 2008
      through 31 December 2009 in the Seller’s non-returnable type A transport
      packaging by air on [**]
      terms (INCOTERMS 2000). The delivery terms can only be extended by mutual
      consent of the Parties in writing.

                 

                2.2
      The date and time of the Goods calibration is 12:00 p.m. local time in the
      airport of departure on the date of the shipment plus 4 days and 12 hours
      (“Calibration Date”).

                 

                2.3
      The Seller is responsible for delivery of the Goods to the Buyer at 12:00
      pm local time in the designated airport of delivery on the first Monday
      following the date of shipment.

                 

                2.4
      The Seller is responsible for the delivery of the Goods to the designated
      airport with the duration of delivery not exceeding 4 days and 12 hours
      from the date of shipment.

                 

                2.5
      When Seller becomes aware that delivery of the Goods will be delayed, the
      Seller shall notify the Buyer about such delay by fax, phone or electronic
      mail no later than five (5) days prior to the transfer of the Goods to the
      first shipper.

                 

                2.6
      Ownership of the Goods shall be transferred to the Buyer upon customs’
      clearance at the Buyer’s [**].

                 

                2.7
      The Buyer shall provide the Seller with the order forecast no later than
      30 days prior to date of delivery. Every order for Goods shall be
      delivered according to the Buyer’s separate written purchase order sent to
      the Seller not later than 10 (ten) days before the planned date of the
      Goods delivery. The ordered amount of Goods can be up to [**] less than
      the forecasted amount.

                 

                2.8
      The order shall contain the following information:

                 

                -Contract
      No.;

                -activity
      of the ordered isotope;

                -designated
      airport;

                -name
      and address of the consignee of the Goods

                -date
      and time of delivery.

                 

                2.9
      Seller shall individually nominate the forwarder at the border and shall
      send by facsimile or electronic mail the copies of the Air Way Bill (AWB),
      Dangerous Goods Declaration, Invoice, Packing Slip and Certificate of
      Quality to the Buyer on the day of the Goods departure.

                 

              


      

       

      ____________________________  

      
        [**]Certain
information in this document has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

      


      
        
           


        

        
           


          
            

          

        

        
           


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                3.
      PURCHASE PRICE AND CONTRACT VALUE

                 

                3.1
      The unit price of the Goods shall be [**]
      per Curie (1Ci) as calculated as of the Calibration Date.

                 

                3.2
      The unit price of the Goods is based on the minimum order volume of [**]
      Ci per month as averaged over any consecutive two month
      period.

                 

                3.3
      Solely for the purposes of ascertaining a total contract value but subject
      to actual delivery of Goods to Buyer as set forth herein, the contract
      value for the period of its duration is [**] for the quantity of the Goods
      delivered in the amount of [**] Ci of Cs 131.  The above
      mentioned quantity of Goods and contract value are considered as maximum
      values only, whereas the actual quantity of Goods and the contract value
      will be based on the Buyer’s written purchase orders.

                 

              
	
                4.
      PAYMENT

                 

                4.1
      The payment for the delivered Goods shall be executed by the Buyer within
      30 calendar days from the Goods’ delivery date.

                 

                4.2
      The payment shall be made in US dollars via wire transfer to the bank
      account of the Seller, after the Seller provides the following documents
      to Buyer:

                 

                -certificate
      of quality of the Goods

                -invoice

                -shipping
      paperwork

                 

                4.3
      The bank account information of the Seller is:

                 

                UralDial,
      LLC, 620042, Russia, Sverdlovskaya Region, Ekaterinburg, Industry Street,
      28, Office 138 

                VAT-number
      6671202119

                 

                Beneficiary Institution

                OJSC
      BANK URALSIB

                SWIFT:
      AVTBRUMMXXX

                MOSCOW,
      RUSSIA

                Ekaterinburg
      branch

                SWIFT:
      AVTBRUM1032

                Ekaterinburg,
      Russia

                Account
      # [**] for UralDial LLC

                 

                 

              


      

      ____________________________


        

      
        [**]Certain
information in this document has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

      


      
        
           


        

        
           


          
            

          

        

        
           


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                Intermediary Institution

                AMERICAN
      EXPRESS BANK, LTD

                SWIFT:
      AEIB US 33

                New
      York, USA

                 

                4.4
      The bank account information of the Buyer is:

                The
      Company “IsoRay Medical Inc.”

                350
      Hills Street, Suite 106

                Richland,
      WA 99354-5411 USA

                 

                Bank Information:

                Columbia
      River Bank

                Kennewick,
      WA, USA

                Account
      # [**]

                Routing
      # [**]

                 

                4.5
      The date of the payments for the goods is the date of the initiation of
      the wire transfer by the Buyer.  Buyer shall make the payment
      against the Seller's Invoice and notify the Buyer within twenty four (24)
      hours about the number and date of the wire transfer and the name and
      address of the bank which made the transfer. The Contract number and the
      Invoice number must be indicated in the outgoing payment-transfer
      document.

                 

                4.6
      All expenses and commissions of the Buyer’s Bank are responsibilities of
      the Buyer. Other expenses and commissions of all other Banks are
      responsibilities of the Seller.

                 

                4.7
      In the event of late payments, the Buyer is responsible for a late payment
      fee in the amount of [**] for each day past the payment due date not to
      exceed [**] of the invoice amount for the lot of Goods for which payment
      is late.

              
	
                5.
      QUANTITY OF THE GOODS AND QUALITY

                 

                5.1
      The quality of the Goods shipped by the Seller shall comply with the Buyer
      Specifications as provided in Appendix 1 to this contract.

                 

                5.2
      The Certificate of Quality shall be attached to each description of the
      Goods in a lot for each shipment.

                 

                5.3
      The quantity of the Goods delivered to the Consignee shall meet the
      requirements specified in the Purchase Order by the Buyer. The quantity of
      the Goods shall be measured by Seller with an error of no more than [**]
      of the specified quantity and shall be the amount on the Calibration
      Date.

                 

              
	
                6.
      PACKING AND LABELING

                 

                6.1
      The Goods shall be packed into a Type-A Package Design, which is provided
      by the Seller. The Type-A Package Design is a non-returnable
      package.

                 

                6.2
      The Seller shall label the Type-A Package Design in conformity with the
      ICAO and IATA regulations and the IAEA safety standards, Safety series No.
      6 (1990).

                 

                6.3
      The Seller is responsible for the safety of the package and compliance
      with all applicable laws.

                 

              


      

      


      
        
          
  [**]Certain
information in this document has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

      


      
        
           


        

        
           


          
            

          

        

        
           


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                7.
      SHIPMENT AND TRANSPORTATION

                 

                7.1
      The Seller or its appointed person shall inform the Buyer in writing of
      the Good’s readiness for shipment no later than 2 days before the
      shipment.

                 

                7.2
      Within one working day after the shipment is transferred to the air
      carrier the Seller or its appointed person shall provide the Buyer via
      fax/cable/e-mail with the following information:

                 

                -
      date of shipment;

                -
      Contract No;

                -
      denomination of Goods;

                -
      quantity of Goods;

                -
      quantity of packaging;

                -
      flight No. and Airway Bill No.

                 

                7.3
      In addition to the above, the Seller or its appointed person shall provide
      the Buyer a copy of the Shipping Specification, Commercial Invoice,
      Shipper’s Declaration for Dangerous Goods (DGD), Notification on Shipments
      of Radioactive Materials (DGN) Quality Certificate (originals included
      with the shipment) and any other required or necessary documentation to
      assure the customs clearance of the goods by the Buyer.

                 

              
	
                8.
      ACCEPTANCE OF THE GOODS, CLAIMS

                 

                8.1
      The Goods are considered delivered by the Seller or the Shipper and
      accepted by the Buyer with respect to quality and quantity in accordance
      with the Certificate of Quality and Shipping Specifications including an
      invoice.

                 

                8.2
      In case of nonconformity of the Goods quantity or quality to the documents
      referenced in Section 8.1 above or any other nonconformity, (e.g. damage
      or loss in transit), the Buyer shall inform the Seller no later than ten
      days after the receipt of the defective Goods by the Buyer.

                 

                8.3
      Claims in respect of the Goods quality and quantity shall be accompanied
      with a written statement drawn up at the place of destination with the
      participation of the Seller’s representatives and quality control
      department.

                 

                8.4
      The Claim must specify:

                 

                -           the
      numbers and dates of the following documents: the Contract, the Purchase
      Order, the AWB, the Packing Slip and the Certificate of
      Quality;

                -           information
      on the integrity of the Type-A Shipping package and its internal
      contents;

                -           detailed
      results of the analytical measurements including analysis methods
      used;

                -           the
      Buyer's conclusions regarding failure to meet the quality and/or quantity
      requirements of the Goods;

                -
      the cost calculation of a missing quantity of the Goods or the Quantity
      that cannot be used in production.

                 

                The
      Claim must be signed by the Buyer.

                 

                Each
      claim shall be provided in English and Russian.

                One
      copy of the claim shall be sent to the Seller via express mail and another
      copy shall be sent via fax or electronic mail.

                 

                8.5
      Seller shall confirm the Claim receipt via fax or electronic mail and
      issue a reply no later than 7 (seven) business days after the Claim
      receipt.  The reply must be sent in the same manner as the
      Claim, as described in Section 8.3 above.

                 

                8.6
      Other than with respect to Goods which are damaged in transit by the
      Shipper or delayed beyond the time for delivery as required by Section 2.3
      as a result of Shipper’s sole actions alone, the Buyer shall pay only for
      the Goods actually received that can be used in production. Payment
      amounts shall be based on the corrected invoice provided by the Seller, as
      adjusted for failures in quantity and quality described in Section 8.2
      above. The copy of the corrected invoice shall be sent to the Buyer via
      fax or electronic mail.

                 

                8.7
      Notwithstanding that title to the Goods does not transfer to Buyer until
      [**]

                 

              


      

      


      

        

      

       

        [**]Certain
information in this document has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

      


      
        
           


        

        
           


          
            

          

        

        
           


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                9.
      TERMINATION

                 

                9.1
      Buyer may terminate this Contract upon 5 days written notice to Seller,
      upon failure to deliver the Goods meeting the quality and quantity
      specifications set forth in Section 8.1 above, requested by Buyer for
      shipment within 7 days of the Monday scheduled for delivery over any
      consecutive four (4) week period regardless of the reason delivery has not
      occurred whether as a result of delays caused by a shipper, closure of
      reactor facilities, or any other factors outside control of the Buyer
      causing the delay in receipt of the Goods.

                 

                9.2  Seller
      may terminate this Contract upon 5 days written notice if Buyer fails to
      pay any Invoice within 10 days of the due date, provided that no invoice
      involving a shipment subject to a Claim shall be due until after such
      claim is either mutually resolved by the Parties or settled by Arbitration
      under Section 10.

                 

              
	
                10.
      ARBITRATION

                All
      disputes or differences, which arise out of or in connection with the
      Contract, shall be settled by means of negotiations between the Parties.
      If the Parties can not settle any such dispute or differences within 21
      days from beginning negotiations, then such dispute or difference shall be
      subjected to settlement, jurisdiction of ordinary courts being excluded,
      by arbitration conducted in accordance with the International Commercial
      Arbitration Court at the Chamber of Commerce and Industry of Russian
      Federation in Moscow in compliance with the rules and procedure of the
      said Court and in compliance with the Laws of Russia.

                 

                The
      award of the Court is final and binding upon both Parties.

                 

              
	
                11.
      MISCELLANEOUS PROVISIONS

                 

                11.1
      This Contract shall commence on the date of its signing by the authorized
      representatives of the Parties and unless terminated pursuant to Section 9
      shall remain in effect until December 31, 2009. The contract is extendable
      by mutual consent of the parties in writing.

                 

                11.2
      The Seller applies all reasonable efforts to ensure availability of supply
      of the Goods from 2 (two) reactor facilities at all times.

                 

                11.3
      The Seller ensures supply of the Goods to the Buyer on exclusive basis
      regardless of the reactor facility used in the Goods
      production.

                 

                11.4
      Any changes and/or appendixes to the Contract are valid only if they are
      made in writing and signed by the duly authorized representatives of the
      Parties.

                 

                11.5
      The Contract shall be considered legally binding if provided by a
      facsimile transmission.

                 

                11.6
      After signing the Contract all preceding negotiations and correspondence
      connected with this Contract is considered annulled.

                 

                11.7
      Ekaterinburg is considered to be the place of signing the
      Contract.

                 

                11.8
      This Contract is originally drafted and signed in English and Russian.
      Both the English and Russian versions of the Contract are of equal
      force.

                 

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


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                12.

              
	
                THE
      SELLER

                 

                UralDial
      LLC

                 

                Juridical address:
      620042, Russia, 

                Sverdlovskaya
      Region, Ekaterinburg, Industry 

                Street
      28, Office 138

                 

                Post
      address:  620028, Russia, Sverdlovskaya 

                Region,
      Ekaterinburg,
      Kirova Street 28/1

                 

                Phone: (343)
      270-75-29

                 

                Fax:        (343)
      246-91-56

                 

                E-mail:
      d_bugaev@mail.ru

                 

                 

                Signed
      by:

                 

                    /s/ D.P.
      Bugayev                

                D.P.
      Bugayev, General Director

              	
                THE
      BUYER

                 

                 

                The
      company "IsoRay Medical Inc."

                 

                350
      Hills Street, Suite 106

                Richland,
      WA 99354-5411 USA

                 

                Phone
      (50) 375-1202

                e-mail:
      isotope@isoray.com

                 

                 

                 

                 

                 

                 

                 

                 

                Signed
      by:

                 

                    /s/
      Lori Woods                

                Lori
      Woods, COO