EXHIBIT
      10.36

     

    Lease
      Agreement of Standard Factory

    


    Lessor
      (Party A): Shanghai Feizhou Test Pressure Pump Co., Ltd.

    


    Lessee
      (Party B): Shanghai Winner Medical Apparatus Co., Ltd.

    


    Based
      on
      mutual benefit and though friendly negotiation, Party A and Party B have reached
      the following terms and conditions regarding the lease of standard factory
      (“Factory”) to Party B by Party A for manufacturing and operating
      purpose:

    


    
      	1.	
              Location
                of the Factory:
                No. 1 Jiechen Road, Shihudang Town, Songjiang District, Shanghai.
                Party A
                shall guarantee that this standard Factory is located in Shihudang
                Branch
                of Songjiang Industrial Park within the layout of Shanghai
                Government.

            


    

    


    
      	2.	
              Terms
                of Lease:
                Five years from March 1st
                2005 to February 28th
                2010. A Rent Free Period is granted to Party B from January 21st
                2005 to February 28th
                2005.

            


    

    


    
      	3.	
              Area
                of the Factory and Rent:

            


    

    The
      area
      of the factory building is 3500 square meters including office, refectory and
      warehouse.

    


    Rent
      is
      charged in the following way:

    
      	
            	1)	
              The
                first three years: RMB 0.40 /m2
                per day. Annual rent is RMB
                511,000.

            


    

    
      	
            	2)	
              The
                fourth year: RMB 0.41 /m2
                per day. Annual rent is RMB
                523,775.

            


    

    
      	
            	3)	
              The
                fifth year: RMB 0.42 /m2
                per day. Annual rent is RMB 536,550
                .

            


    

    


    
      	4.	
              Party
                A agrees that Party B may build constructions on the road between
                the two
                factory buildings according to the operation demand. Party A shall
                not
                collect any expenses on the
                constructing.

            


    

    


    
      	5.	
              Realty
                Management and Realty Management Fee:
                Party B shall pay an annual realty management fee to Party A. The
                realty
                management fee is mainly used for environmental virescence of the
                factory,
                security, garbage collection and disposal, maintenance of
                water/electricity facilities and repair to the building,
                etc.

            


    

    


    
      	6.	
              Payment
                Term:

            


    

    
      	
            	1)	
              Time
                of payment: Once a quarter, ten days in
                advance.

            


    

    
      	
            	2)	
              Term
                of payment: By cheque or transfer of account.


            


    

    


    
      	7.	
              Deposit:
                After
                signing this Agreement, Party B shall pay Party A RMB 40,000 as Deposit,
                which shall be fully refunded to Party B on its return of the Factory
                to
                Party A.

            


    

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    
      	8.	
              Party
                A shall provide Party B with supporting facilities such as water
                supply
                and electricity supply (100 KVA electricity supply free of charge).
                Party
                B shall pay water/electricity fee itself. Party B may apply for volume
                increase of electricity supply in accordance with operation demand.
                Party
                A shall be responsible for conducting the volume increase procedure
                while
                Party B shall bear the volume increase
                fee.

            


    

    


    
      	9.	
              Decoration:
                Party A agrees that Party B may decorate the Factory due to operation
                demand on condition that the main structure of the buildings is not
                affected. The decoration fee shall be born by Party
                B.

            


    

    


    
      	10.	
              On
                expiry of the Agreement or termination of the lease, Party B shall
                return
                the Factory with supporting facilities such as water supply and
                electricity supply to Party A in good condition. Party B is entitled
                to
                any movable decoration or constructions built by Party B. It shall
                remove
                the said decoration or constructions or sell to Party
                A.

            


    

    


    
      	11.	
              After
                expiry of the Agreement, Party B is entitled to a priority in signing
                a
                lease agreement under the same
                conditions.

            


    

    


    
      	12.	
              Insurance:
                Party A and Party B shall purchase insurance for their own properties
                and
                enjoy the rights of compensation. Party A shall purchase insurance
                for its
                factory buildings and relevant facilities. Party B shall purchase
                insurance for its equipments, raw materials,
                etc.

            


    

    


    
      	13.	
              To
                ensure the proper operation of Party B, Party A agrees that on signing
                this agreement it shall do no hesitate to conduct the procedure of
                industrial and commercial administration, taxation, environment
                protection, filing of production, products registration and import/export
                for Party B. Permit/Certificate fee shall be born by Party B. Party
                A
                shall assist Party B to apply for communication facilities such as
                phone
                and internet with the expenses born by Party B.


            


    

    


    
      	14.	
              To
                ensure the lawful operation of Party B, Party A shall submit the
                original
                of Property Certificate on signing this Agreement and provide Party
                B with
                a copy of the Property Certificate and of the lawful Certificate
                of the
                holder of the Property, which shall be the attachment of this Agreement.
                

            


    

    


    
      	15.	
              Breach
                of Agreement:

            


    

    
      	
            	1)	
              Expect
                for Force Majeure, both parties shall fully fulfill this Agreement.
                In
                case of breach of agreement, defaulting party shall pay non-defaulting
                party 30% of annual rent of the year as fine for breach of agreement.
                If
                the breach of Party A leads to move of Party B, Party A shall pay
                Party B
                moving fee and settlement allowance and compensate for other damages
                incurred except for fine for breach of
                agreement.

            


    

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	
            	2)	
              Under
                the following circumstances of Party B, Party A is entitled to terminate
                the Agreement and withdraw the
                houses.

            


    

    
      	
            	A.	
              Sublease
                the houses without the prior written consent of Party
                A.

            


    

    
      	
            	B.	
              Rent
                arrears for three month.

            


    

    


    
      	
            	3)	
              Within
                the lease term, Party A is responsible for repair of the house due
                to
                quality problem and other problems caused by Party A. Relevant expenses
                are born by Party A. Within the repairing period, rent for the period
                is
                exempted. If such problems have any negative effect on the operation
                of
                Party B, Party A shall compensate for damages incurred. If such negative
                effect continues for more than 15 days, Party A shall be deemed as
                breach
                of agreement and Party B shall be entitled to terminate this Agreement
                in
                addition to claim fine for breach of agreement and compensation for
                damages.

            


    

    


    
      	16.	
              Both
                parties can negotiate for supplement to the Agreement on non-mentioned
                issues.

            


    

    


    
      	17.	
              This
                Agreement is in four originals and all have the same legal effect.
                Both
                parties retain two originals.

            


    

    


     

    Party
      A
      (official seal): Shanghai
      Feizhou Test Pressure Pump Co., Ltd. 

    Representative:
      

    
 

    Party
      B
      (official seal)æ Shanghai
      Winner Medical Apparatus Co., Ltd.

    Representative:
      

     

    Signing
      Date: January 21st
      2005

    Signing
      Place: Shanghai

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    


    Supplementary
      Agreement to 

    Lease
      Agreement of Standard Factory

     

    


    Lessor
      (Party A): Shanghai Feizhou Test Pressure Pump Co., Ltd.

    Lessee
      (Party B): Shanghai Winner Medical Apparatus Co., Ltd.

    


    Location
      of the Factory: No. 1 Jiechen Road, Shihudang Town, Songjiang District,
      Shanghai.

    


    Since
      Party A cannot provide Party B with the Property Certificate and its copy
      temporarily but Party B have to conduct procedure of establishment, both parties
      have reached this Supplementary Agreement to the Lease Agreement of Standard
      Factory dated January 21st
      2005
      through friendly negotiation.

    


    
      	1.	
              Party
                A must provide Party B with the Property Certificate and the lawful
                Certificate of the holder of the Property on Party B’s paying the first
                installation.

            


    

    


    
      	2.	
              Party
                A shall provide Party B with any other documents or materials needed
                for
                conducting relevant procedure with competent authorities in
                time.

            


    

    


    
      	3.	
              Party
                A shall guarantee that all documents it provided will be deemed valid
                and
                will be accepted by competent authorities, otherwise it shall be
                deemed as
                breach of agreement.

            


    

     

    
      	4.	
              Breach
                of Agreement: On Party A’s breach of agreement, it shall refund the entire
                amount it has received to Party B in addition to the liability indicated
                in the Agreement.

            


    

    


    
      	5.	
              This
                Agreement is in four originals and all have the same legal effect.
                Each
                party retains two originals.

            


    

    


    


    Party
      A (official seal): Shanghai Feizhou Test Pressure Pump Co., Ltd.


    Representative:
      

    


    Party
      B (official seal): Shanghai Winner Medical Apparatus Co.,
      Ltd.

    Representative:
      

    


    Signing
      Date: January 21st
      2005

    Signing
      Place: Shanghai

    
      	 	 	 	 
	 	 	 	 
	
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