Unassociated Document


    Exhibit
10.2

    


    Purchase
Contract of Cobalt-60 Radiation Sources Used in SGS-I

    


    Contract
Number: Co-Y-05-01

    


    Time of
Signing: September 1, 2005

    


    Place of
Signing: Beijing, China

     

    
      Party A:
Shenzhen Hyper Technology Incorporation

       

      Add.:
Building 507, Block B, Yinglida Digital Garden, Golden Flower Road, Fu Tian
Bonded Area, Shenzhen

      


      
        	
                Tel:
      0755-25331326

              	 	
                Fax:
      0755-25331366

              
	
                Postcode:
      518038

              	 	 
      


      

       

      Party B:
Beijing Atom High-Tech Co., Ltd.

       

      Add.:
Sub-Box 105, Mail Box 275, Beijing

      


      
        	
                Tel: 010 69358477

              	 	
                Fax:
      010 69357294

              
	
                Postcode:
      102413

              	 	 
      


      

       

    

    After friendly negotiation, Party A and
Party B agrees to enter this Contract, under which Party A consigns Party B the
matter related to processing and manufacture of Cobalt-60 radiation sources used
in SGS-I

    


    1.           Subject
Matter and Currency Amount:

    


    Party A orders from Party B of 10 sets
of Cobalt-60 radiation sources used in SGS-I. The price of each set is
RMB720,000. The total amount of this contract is RMB7,200,000.

    


    2.           Responsibilities
and obligations of Party A

    


    
      	
               
      

            	
              (1)

            	
              Party
      A shall provide one set of Cobalt source jacket drawings (appendix 1), one
      set of source cell (so-called “lift basket” for source loading) drawings
      (appendix 2), and “Technical Requirements for Cobalt-60 Radiation Sources
      Used in SGS-I” (appendix 3), one copy of “Quality Assurance Agreement of
      Cobalt-60 Radiation Sources Used in SGS-I” (appendix 4), and
      “Confidentiality agreement” (appendix 5).

            
	 	 	 
	 	
              (2)

            	
              Party
      A shall provide the tungalloy parts used in the Cobalt source
      jacket.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Party
      A shall provide the transportation for the above-mentioned Cobalt sources
      container.

            
	 	 	 
	 	
              (4)

            	
              Party
      A shall provide the gauges for inspecting the Cobalt source
      jackets.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.           Responsibilities
and obligations of Party B

    


    
      	
               
      

            	
              (1)

            	
              Party
      B shall examine and proof the sketch of Cobalt source jacket provided by
      Party A.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Party
      B shall perform the welding tests for at least 5 simulation sources and
      profile cutting in order to check the welding techniques and
      quality.

            


    

    


    
      	
               
      

            	
              (3)

            	
              Party
      B is responsible for manufacturing the Cobalt source
    jackets.

            


    

    


    
      	
               
      

            	
              (4)

            	
              Party
      B is responsible for manufacturing, sealed packing, and inspecting the
      sources as per the “Technical requirements for Cobalt-60 radiation sources
      used in SGS-I” (appendix 3).

            


    

    


    
      	
               
      

            	
              (5)

            	
              Party
      B should place and store the Cobalt sources in the transporting source
      cell (so-called “lift basket”) and lead container according to the
      technical requirements offered by Party
A.

            


    

    


    
      	
               
      

            	
              (6)

            	
              Party
      B should handle the Cobalt sources transportation
    formalities.

            


    

    


    
      	
               
      

            	
              (7)

            	
              Party
      B is responsible for shipping the Cobalt sources to the place designated
      by Party A. (The shipping cost would be paid by Party
  A).

            


    

    


    
      	
               
      

            	
              (8)

            	
              Party
      B should comply with the Confidential Agreement signed by both parties
      (appendix 5).

            


    

    


    4.           Date
of delivery

    


    Party A shall give Party B written
notice of the exact date of delivery for each set of Cobalt sources two months
before each source loading Party B shall guarantee the progress
requirements.

    


    5.           Payment

    


    
      	
               
      

            	
              (1)

            	
              After
      the contract takes effect, Party A shall pay Party B 30% of the total
      amount for the sources involved as advance payment upon the installation
      plan determined by both parties.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Upon
      the acceptance inspection by the two parties at the place where Party B
      locates, Party A shall pay Party B 60% of the total amount for such set of
      sources.

            


    

    


    
      	
               
      

            	
              (3)

            	
              Within
      30 days upon the receipt of each set of the finished sources, acceptance
      inspection and completion of the installation of sources, Party A shall
      pay Party B the remaining payment for the set of
  sources.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (4)

            	
              Within
      1 week upon the receipt of the total amount for each set of sources, Party
      B shall issue formal value-added tax invoice to Party A as
      beneficiary.

            


    

    


    6.           Quality
control and acceptance inspection

    


    
      	
               
      

            	
              (1)

            	
              Upon
      the completion of manufacture of Cobalt source jackets , Party B shall
      examine them as per the drawings with 100% certainty. When the Cobalt
      source jackets are confirmed to be qualified and approved through the
      recheck of Party A, sealed packing by welding can be
      processed.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Before
      the Cobalt sources are installed into the lead container, Party A shall
      appoint someone to conduct the inspection according to relevant articles
      under the appendix 1, 2, 3 and 4 upon the receipt of the notification for
      acceptance inspection from Party B; meanwhile, the Cobalt sources shall be
      deemed as being delivered. If there are problems with the quantity,
      quality, and technical problems during the inspection process, Party A is
      entitled the right to request Party B to compensate for the
      loss.

            


    

    


    
      	
               
      

            	
              (3)

            	
              Product
      acceptance inspection shall be carried out in accordance with “Technical
      requirements for Cobalt-60 radiation sources used in SGS-I” (Appendix 3)
      and “Quality Assurance Agreement of Cobalt-60 Radiation Sources Used in
      SGS-I” (Appendix 4).

            


    

    


    7.           Delivery
and transportation

    


    
      	
               
      

            	
              (1)

            	
              15
      days before the delivery of each set of the Cobalt sources, Party A shall
      send Party B a written notification of the place of delivery (in China
      only) and the evidence documents for the installation of the radiation
      sources approved by the relevant local authorized administration
      department where Cobalt sources is
delivered.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Party
      B shall transport the finished sources to the place designated by Party A.
      Before the shipment, Party B must provide Party A one duplicate of all the
      documents and information required for the sources
      transportation.

            


    

    


    
      	
               
      

            	
              (3)

            	
              Party
      A shall bear the for transportation fee for the sources from the place
      where Party B is located to the
hospital.

            


    

    


    8.           Liabilities
for breach of contract

    


    If Party B delays in delivery, for each
day of delay, Party B should pay to Party A 0.1% of the total amount for the
goods delayed as a penalty. Any delay due to the Cobalt source quantity, quality
or technical problems, it shall be deemed as the delay of Party B. If the reason
of delay is because Party A can not pickup the goods on time, then after 30 days
that Party B keep the Cobalt source free of charge. Party A shall pay Party B
0.1% of the total amount for the goods delayed as the warehouse
fee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    9.           Force
Majeure

    


    In the event of earthquake, typhoon,
flood, fire, war, or other unforeseen events, the happening and consequences of
which are unpreventable and unavoidable, the affected party shall notify the
other Party About the regarding the events of the force majeure in time by
telegraph, and within 15 days thereafter, the affected party shall provide
detailed information of the events and a valid document explaining the reason
for its inability to perform the contract. Such valid document shall be issued
by the local notary department where the event occurs. According to the effects
of the event on the performance of the contract, both parties shall, through
consultation, decide whether to terminate the contract, or to exempt part of
obligations for implementation of the contract, or whether to delay the
performance of the contract.

    


    10.           The
Modification and Supplement of the Contract

    


    After the contract takes effect, both
parties are not allowed to modify or terminate it at will. In case of any
matters not mentioned herein, both parties shall agree to reach an agreement
through consultation, and only after both parties sign a supplemental contract
modification or supplement of the contract shall come into effect.. The
supplementary contract shall have the equal validity of the
contract.

    


    11.           Arbitration

    


    Any disputes arising from carrying out
the contract, both parties should negotiate friendly for settlement. If
negotiation fails to resolve the dispute, either party is entitled to file a
suit related to the Cobalt source radioactivity to the National Institute of
Metrology; other suits shall be filed to a People’s Court.

    


    12.           Reclamation
of decommissioned sources

    


    Party B is responsible for the
reclamation of the decommissioned sources when the Cobalt sources involved in
the contract complete their services. The disposal charge would be paid by Party
A. The exact charge is subject to further negotiation.

    


    13.           Appendixes
of contract

    


    5 appendixes attached to the contract
are the inseparable parts of the contract and have the equal validity of the
contract.

    


    Appendix 1: One set of the Cobalt
source jacket drawings

    


    Appendix 2: One set of the source cell
drawings (source cell: so-called “lift basket” for source loading)

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Appendix 3: “Technical requirements for
Cobalt-60 radiation sources used in SGS-I”

    


    Appendix 4: “Quality assurance
agreement of Cobalt-60 radiation sources used in SGS-I”

    


    Appendix 5: “Confidential
agreement”

    


    Party A:
Shenzhen Hyper Technology Incorporation

    


    Representative:
/s/ HUANG
JIAN

    


    Date:
September 1, 2005

    


    Party B:
Beijing Atom High-Tech Co., Ltd.

    


    Representative:
/s/ YANG
RUIJIN

    


    Date:
August 30, 2005

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    Appendix
3:

    


    Technical
Requirements for Cobalt-60 Radiation Sources Used in SGS-I

    


    
      	
              1.

            	
              The
      total radioactivity for each set of Cobalt-60 radiation sources is not
      less than 5400Ci+10%, and total 18 Cobalt source jackets are in sealed
      packing as 18 single sources, and the activity of each single source is
      300Ci+10%.

            


    

    


    
      	
              2.

            	
              Each
      single source is made up of the Cobalt grain with 220-240Ci/g in specific
      radioactivity, 1mm in diameter, and 1mm long, sealed packed in stainless
      jacket by welding. The radioactivity consistency of 18 sources meets the
      requirement that the difference between the max and min is not more than
      10%.

            


    

    


    
      	
              3.

            	
              The
      source jacket drawings (Appendix 1) are offered by Party A. Party B can
      make modification to the sketch drawings according to the welding
      techniques, the Cobalt grain actual specific activity and the heat
      expansion dimension of the source jacket based on experience and
      simulation experiments, but the final drawing has to be approved by Party
      A.

            


    

    


    
      	
              4.

            	
              The
      measurement of the radioactivity of the sources must be standardized.
      Considering the self-absorption of the sources and the revision of the
      measurement environment, the uncertainty of the measurement is limited
      within +/-10%.

            


    

    


    
      	
              5.

            	
              The
      safety of the sources needs to be inspected according to
      GB18871-2002.

            


    

    


    
      	
              6.

            	
              The
      service life of the sources is ten years and within the service life, no
      radiation leakage or contamination is
allowed.

            


    

    


    
      	
              7.

            	
              Party
      B must have fairly accurate measurement of the source outside diameter and
      constant temperature in a hot cave, for example, by the gauge inspection,
      etc.

            


    

    


    
      	
              8.

            	
              Party
      B must clean and remove the rust from the source cell (“lift basket”)
      which transports the Cobalt-60 radiation sources used in SGS-I, and Party
      B should offer Party A the source loading and source acquisition
      procedure.

            


    

    


    
      	
              9.

            	
              For
      the sealed source to be installed into the SGS-I, the arrangement of the
      sources in the source cell, and the coupling of the source cell with the
      lead container, are designed by Party A specially according to the
      registration data of the sources, which would be presented to Party
      B.

            


    

    


    
      	
              10.

            	
              Each
      sealed source must be registered by Party B for its radioactivity, safety
      class, manufacturing date and measurement date. And Party B should offer
      the measurement reports to Party A.

            


    

     

    
      
        
          
            	
                    Party
      A: Shenzhen Hyper Technology Incorporation

                  	 	
                    Party
      B: Beijing Atom High-tech Co., Ltd.

                  
	 
      	 	 
      
	
                    Representative:
      /s/ HUANG
JIAN

                     

                    
                      Date:
      September 1, 2005

                    

                  	 	
                    Representative:
      /s/ YANG
      RUIJIN

                     

                    
                      Date:
      August 30, 2005

                    

                  


          

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

        

      

    

    Appendix
4:

    


    Quality
Assurance Agreement of Cobalt-60 Radiation Sources Used in SGS-I

    


    Shenzhen Hyper Technology Incorporation
(Party A) and Beijing Atom High-tech Co., Ltd. (Party B) now comes to the
agreement hereunder after friendly negotiation, in the respect of the quality
assurance of the Cobalt-60 radiation sources used in SGS-I that Party A
commissioned Party B to manufacture. The stipulated clauses in this agreement
have to be strictly followed.

    


    
      	
              1.

            	
              Party
      B shall manufacture the Cobalt sources strictly comply with the technical
      requirements for Cobalt-60 radiation resources used in SGS-I (appendix 3)
      and the Cobalt-60 radiation source jacket drawings (appendix 1) confirmed
      by both parties. Thus, Party B shall provide to Party A with qualified
      products.

            


    

    


    
      	
              2.

            	
              Party
      B shall make detailed quality plan as for the Cobalt-60 radiation sources
      manufacturing, and provide a copy of the plan before the start of the
      manufacturing s. After review and check of the plan according to the
      related requirements of the quality management procedure, Party A has the
      right to present opinions and request Party B to make change accordingly.
      The quality plan shall include at least the following
      contents:

            


    

    


    
      	
            	
              a.

            	
              Quality
      assurance measure

            


    

    


    
      	
            	
              b.

            	
              Quality
      control procedure

            


    

    


    
      	
            	
              c.

            	
              Organization
      structure and scope of authority

            


    

    


    
      	
            	
              c.

            	
              Quality
      elements, quality standard and application
  documents.

            


    

    


    
      	
              3.

            	
              Party
      A is entitled to send someone to do the quality follow-up check on the
      site where Party B manufactures the devices. Party B should provide
      on-site cooperation and convenience to assist Party A to complete the
      check. The objective for Party A to do such quality follow-up check is to
      monitor and control the quality during the manufacture process, but such
      monitor and control shall neither exempt nor reduce Party B’s
      responsibilities under this Contract and the appendixes hereunder on
      quality, delivery schedule and
etc..

            


    

    


    
      	
              4.

            	
              Party
      B should do classified designing and performance test strictly following
      the classification requirements in the ANSI N542-1997 for sealed radiation
      sources, and keep the test records. Party A is entitled to review these
      test records during the process of the ex-works inspection on the Cobalt
      sources.

            


    

    


    
      	
              5.

            	
              It’s
      a mandatory procedure to take welding tests for at least 10 simulation
      sources, and do profile cutting in order to check the welding technique
      and quality.

            


    

    


    
      	
              6.

            	
              Party
      B shall provide Party A with the radioactivity measurement or calculation
      methods, error analysis, leakage test methods, and contamination test
      methods of single Cobalt source.

            


    

    


    
      	
              7.

            	
              After
      the manufacture of the Cobalt source jacket completes, Party B shall set
      up quality hold point. Before the process of sealed packing by welding
      starts, it is mandatory to perform the following procedures strictly and
      step over the hold point discretionarily is not
  allowed.

            


    

    


    
      	
               
      

            	
              a.

            	
              Party
      B shall inspect all parts as per the drawings requirements with 100%
      completion, and record inspection in
details.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              b.

            	
              The
      heat and cool dimension of the outmost layer jacket of each Cobalt source
      should be measured strictly inside a hot cave(room?). The dimension shall
      be kept consistent with the requirements indicated in
      drawings.

            


    

    


    
      	
               
      

            	
              c.

            	
              With
      under qualified products, Party B shall print permanent obvious mark on
      such products and separate them from
outside.

            


    

    


    
      	
               
      

            	
              d.

            	
              Party
      A shall recheck the products which have been passed the examination by
      Party B and shall signed recognition an on the Party B’s examination
      report, upon the satisfaction of the
recheck.

            


    

    


    Until the above procedures complete and
the standards meet the above mentioned requirements completely , the products
are not allowed to transfer to the sealed packing.

    


    
      	
              8.

            	
              It
      is mandatory to measure the normal temperature of each Cobalt source when
      each has been done with sealed packing by welding but not been loaded into
      the source cell (“lift basket”). At least 5 single sources need to be
      measured and the average of the result should be recorded in the test
      report.

            


    

    


    
      	
              9.

            	
              Upon
      the acceptance examination of first set of Cobalt sources, Party B shall
      provide Party A with the following
documents:

            


    

    


    
      	
            	
              a.

            	
              Quality
      plan

            


    

    


    
      	
            	
              b.

            	
              Sealed
      source classified design, test methods and
  results

            


    

    


    
      	
            	
              c.

            	
              Welding
      technique and quality examination
records

            


    

    


    
      	
            	
              d.

            	
              The
      heat and cool dimension of the outmost layer
  jacket

            


    

    


    
      	
            	
              e.

            	
              The
      normal temperature of single source

            


    

    


    
      	
            	
              f.

            	
              Radioactivity
      measurement methods and error
analysis

            


    

    


    
      	
            	
              g.

            	
              Radioactivity
      measurement certification

            


    

    


    
      	
            	
              h.

            	
              Leakage
      inspection certification

            


    

    


    
      	
            	
              i.

            	
              Contamination
      inspection certification

            


    

    


    
      	
            	
              j.

            	
              The
      test results of the exposed dose after the loading into the lead
      container

            


    

    


    
      	
            	
              k.

            	
              Quality
      Certificate

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    For the subsequent Cobalt sources,
Party B shall provide Party A the “g” and “k” of the above documents
only.

    


    
      	
              10.

            	
              After
      Cobalt sources are shipped to the place of delivery designated by Party A,
      Party A shall notify Party B of the exact date of source loading. Party B
      is entitled to send someone to take part in the Cobalt source replacement
      for SGS-I and measurement process, and to have the delivery inspection of
      the Cobalt sources together with Party A. Party A shall offer convenience
      at work for the people designated by Party B. When the delivered sources
      are qualified after examination, the two parties sign the check acceptance
      certificate, the Cobalt sources thus being regarded as delivered. If Party
      B is unable to send someone to take part in the acceptance examination,
      the examination result from Party A is still considered effective. During
      the inspection, Party A is entitled to refuse the acceptance of the
      sources or lodge a claim under quality problems such as the Cobalt source
      total radioactivity does not meet the required specification, and the
      source jacket heat expansion leads to difficulties in source replacement
      or quantity is in shortage, etc.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      
        	
                Party
      A: Shenzhen Hyper Technology Incorporation

              	
                Party
      B: Beijing Atom High-tech Co., Ltd.

              
	 
      	 
      
	
                Representative:
      /s/ HUANG
JIAN

                 

                
                  Date:
      September 1, 2005

                

              	
                Representative:
      /s/ YANG
      RUIJIN

                 

                
                  Date:
      August 30, 2005

                

              


      

    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    Appendix
5 :

    


    Confidentiality
Agreement

    


    Shenzhen Hyper Technology Incorporation
(Party A) and Beijing Atom High-tech Co., Ltd. (Party B) came to the following
agreements for the confidentiality of the Cobalt-60 radiation sources used in
SGS-I that Party A commissioned Party B to manufacture.

    


    
      	
              1.

            	
              For
      the completion of the manufacturing of Cobalt-60 radiation sources used in
      SGS-I as per the requirements of Party A, Party A provides Party B the
      related technical information and technical requirements (“info.”
      hereafter)

            


    

    


    
      	
              2.

            	
              Party
      B guarantee that the info, shall only be used for Party A to the
      manufactures the Cobalt-60 radiation sources used in SGS-I, and shall not
      be for any other purposes. The Cobalt-60 radiation sources involved in the
      confidential agreement are the products that Party A ordered exclusively
      from Party B. Without written consent from Party A, Party B shall not be
      allowed to provide the product to any other
  party.

            


    

    


    
      	
              3.

            	
              The
      info, mentioned in the first clause of the agreement is provided only for
      the personnel who take part in the manufacturing and designing of the
      Cobalt-60 radiation sources used in SGS-I. Others, except the above
      mentioned personnel, shall not be allowed to have any contact with such
      info. Party B shall guarantee to adopt all the effective measures to keep
      strict confidentiality of all the info. (including the written, oral
      info., fax, or storage data, etc.), and guarantee that all the personnel
      who participate in shall not disclose the info, to anybody else as
      well.

            


    

    


    
      	
              4.

            	
              Without
      the written consent from Party A, Party B shall not be allowed to copy or
      transcribe the info.

            


    

    


    
      	
              5.

            	
              after
      Party B finishes the manufacturing of all the radiation sources, or both
      parties terminate the Purchasing Contract, Party B shall return Party A
      all the info.. (including the copies or floppy disks, etc. which are made
      with the consent of Party A.).

            


    

    


    
      	
              6.

            	
              If
      Party B violates the stipulations of the agreement, Party B shall agree to
      undertake the responsibility for breach of this Agreement, and compensate
      Party A for the loss.

            


    

    


    
      
        	
                Party
      A: Shenzhen Hyper Technology Incorporation

              	
                Party
      B: Beijing Atom High-tech Co., Ltd.

              
	 
      	 
      
	
                Representative:
      /s/ HUANG
JIAN

                 

                
                  Date:
      September 1, 2005

                

              	
                Representative:
      /s/ YANG
      RUIJIN

                 

                
                  Date:
      August 30, 2005

                

              


      

    

    


    
      
        
          
            
            

          

          
            11