**Cooperation
        Establishment of “Tangdu**
 **Gamma
        Knife Therapeutic Center”**
  **Agreement**
     
  **Tangdu
        Hospital Affiliated to Fourth Military Medical University**
  **Masep
        Medical Science & Technology Development (Shenzhen) Co.,
        Ltd.**
  
  **Cooperation
        Establishment of**
 **“Tangdu** **Gamma Knife Therapeutic Center”**
 **Agreement**
   **Chapter** **I** **General
        Provisions**
  **Article
        1**  In
        accordance with the relevant laws & regulations of the People’s Republic of
        China and the principle of the equality
        and mutual-benefits, Tangdu Hospital Affiliated to the Fourth Military Medical
        University and Masep Medical Science & Technology Development (Shenzhen)
        Co., Ltd. agree to cooperatively establish “Tangdu Gamma Knife Therapeutic
        Center” in Xi’an Tangdu Hospital via friendly negotiation. The corresponding
        agreement is signed as follows:
  **Article
        2**  **Brief
        Introduction to Project**
  The
        gamma
        ray 3-dimension orientation therapeutic system, integrating
        3-dimension-orientation technology and radiation surgical technology, is
        3-dimension orientation radiation surgical therapeutic equipment
        mainly for treating cerebral disease (including various tumors in brain,
        the cerebrovascular abnormality and functional disease, etc.). It make a
        planned
        mass of gamma rays centrally focus on the pre-chosen target place in the
        body
        with gamma ray geometrical focusing type through precise 3-dimension
        orientation, which can thoroughly and fatally destroy the tissues in the
        target
        place so as to achieve the surgical operation removal or destroy therapeutic
        effect. Since this therapeutic system adopts gamma ray instead of scalpel,
        its
        irradiation scope has very obvious demarcation with the normal tissues during
        treatment and the edge is as uniform as cutting with scalpel. It is called
        the
“gamma knife”. The gamma ray 3-dimension-orientation therapeutic system is the
        most advanced radiation therapeutic equipment in the world at present; it
        is
        also called the non-wound medical pioneering equipment with broad clinical
        application prospect.
  In
        order
        to keep the pace with medical technology development and meet the challenge
        of
        medical market reform and competition, many of domestic hospitals have
        introduced the gamma knife therapeutic system respectively. As the gradual
        maturation of medical diagnosis therapeutic technology development and
        application both at home and abroad, with the encouraging policies of China’s
        western region development and boasting western region economy, Masep
        Medical Science & Technology Development (Shenzhen) Co., Ltd. plans to
        cooperate with Tangdu Hospital Affiliated to the Fourth Military Medical
        University and invest for “the gamma knife aiming at brain & body part” and
        establish “Tangdu Gamma Knife Therapeutic Center” via the mutual friendly
        negotiation and understanding with the Fourth Military Medical University
        in
        Xi’an City after investigating and knowing the medical sanitation facilities
        in
        five provinces in Northwest China and Shaanxi Province. With
        the
        regional advantage of Xi’an city and the long history, advanced & powerful
        technology strength, the academic status and outstanding medical role of
        Tangdu
        Hospital Affiliated to the Fourth Military Medical University in Northwest
        China
        and even the whole country, The center will stand in Xi’an and radiate 5
        provinces in Northwest China to boost and improve the integral medical clinical
        diagnosis therapeutic level, speed up military and northwestern regional
        medical
        technology development, serve for the good health of soldiery & civilian and
        exert more economic & social benefit.
  1
  **Chapter
        II** **Both
        Cooperative Parties**
  **Article
        3**  Both
        contracted parties, signing place and performance area:
  Party
        A: Tangdu
        Hospital Affiliated to the Fourth Military Medical University. Legal address:
        Xinsi Road, Baqiao District, Xi’an City. Legal person representative: Liu
        Zhenli, Post: President. Post Code: 710038, Fax: 86-29- 3577477,
        Tel: 86-29-3577001.
  Party
        B:
        Masep Medical Science & Technology Development (Shenzhen) Co., Ltd. Legal
        address: Room 909, New Century Hotel, North Huaqiang Road, Shenzhen City.
        Legal
        person representative: Hui Xiaobing Post: Board chairman. Post Code: 518028,
        Fax: 86-(0755)3237273, Tel: 86-(0755)3231352
  Signing
        place of the agreement: Xi’an
  Actual
        performance place of the agreement: Xi’an
  **Chapter
        III**
  **Article
        4**  Both
        parties shall cooperatively establish “Tangdu Gamma Knife Therapeutic Center” in
        Tangdu Hospital in accordance with the relevant laws & regulations of the
        People’s Republic of China.
  **Article
        5**  Name
        of
        the center is “Tangdu Gamma Knife Therapeutic Center” (hereinafter referred to
        as the Center), the legal address of the Center is in Tangdu Hospital, Baqiao
        District, Xi’an City.
  **Article
        6**  The
        Center is an organization affiliated to Tangdu Hospital, and shall be
        responsible for accounting and the corresponding liability
        independently.
  **Article
        7**  All
        the
        activities launched in the Center must comply with the laws & regulations of
        the People’s Republic of China, and all the therapeutic activities must observe
        the medical treatment rules & regulations confirmed by both
        parties.
  **Article
        8**  The
        Center will conduct the independent accounting and open the independent
        accounts, accept the supervision and administration of the local competent
        organization. Party B shall assign the chief financial accountant and Party
        A
        shall assign the cashier.
  2
  **Article
        9**  The
        operation cost of the Center should include the necessary cost expenditure
        such
        as paying a part to the general logistics department (2% of the gross income),
        maintenance cost in the Center (building and equipment maintenance), salary
        for
        employee, bonus, electricity and water expense, gas & heating fee, public
        relationship expense, advertisement fee, communication, office expense and
        relevant premium, etc.
  If
        other
        expense is needed to pay by the Center, the detailed item should be decided
        by
        the Center administration commission.
  **Article
        10**  Financial
        settlement in the Center should be carried out once per month deducting the
        Center operation cost. The benefit made in Center should be shared according
        to
        the distribution proportion stipulated in the agreement of both
        parties.
  **Chapter
        IV** **Cooperation
        Purpose, Type and Distribution Scheme**
  **Article
        11**  Cooperation
        purpose: For realizing the will to accelerate radiation therapeutic technology
        advancement in northwestern region of China, introducing the modern advanced
        gamma ray 3-dimension orientation therapeutic system (hereinafter referred
        to as
        the Gamma Knife) at home and abroad and adopting the advanced management
        methodology for scientific operation, the Center can become a leading
        modernization medical treatment organization and obtain the better social
&
economic benefit.
  **Article
        12**  Cooperation
        type: Party A shall supply the building, operation facilities and medical
        technical personnel complying with the construction of Gamma Knife Center.
        Party
        B shall offer the fund to purchase the Gamma Knife therapeutic system and
        the
        auxiliary equipments.
  **Article
        13**  Cooperation
        period: The total cooperation period is 16 years, and it is calculated from
        the
        day when starting formal operation of the Center.
  **Article
        14**  Distribution
        proportion: Sixteen-year cooperation period can be divided into 5 distribution
        periods, and the settlement can be done once a year.
  The
        first
        period (2-year): The distribution proportion for Party A and Party B shall
        be
        10% and 90% respectively.
  The
        second period (5-year): The distribution proportion for Party A and Party
        B
        shall be 20% and 80% respectively.
  The
        third
        period (3-year): The distribution proportion for Party A and Party B shall
        be
        20% and 70% respectively.
  3
  The
        fourth period (3-year): The distribution proportion for Party A and Party
        B
        shall be 40% and 60% respectively.
  The
        fifth
        period (3-year): The distribution proportion for Party A and Party B shall
        be
        50% and 50% respectively.
  **Note:** If the
        state policies have impact to the Center during cooperation period, the charge
        standard for hospital equipment will decline and the decline scope is less
        than
        15%, the cooperation period shall not be changed. If the adjusting scope
        is over
        15%, the total cooperation period shall be extended and the detailed items
        can
        be negotiated and comfirmed by both parties.
  **Chapter
        V**
  **Article
        15**  Responsibilities
        for both parties
  (1)  Responsibilities
        for Party A:
  1.  Deal
        with
        the procedures of applying for establishing the Gamma Knife center cooperation
        medical treatment organization timely from the day when the contract is formally
        signed.
  2.  Apply
        for
        obtaining the “ *Application
        License of Large-size Medical Treatment Equipment* ”.
  3.  Supply
        the Center operation building based on the stipulated time and the place
        should
        be restrained in the legal address scope of Party A.
  4.  Cooperate
        with Party B to investigate & study, confirm and handle the relevant
        procedures for purchasing the Gamma Knife equipment and its approval,
        etc.
  5.  Cooperate
        with Party B to discuss and confirm the construction site and building
        reconstruction scheme of the Center.
  6.  Carry
        out
        the infrastructures such as water, electricity, communication and office
        facilities, etc.
  7.  Be
        responsible for recommending the required medical, technical and nursing
        personnel working in the Center.
  8.  Be
        responsible for coordinating the relationship between the Center and all
        the
        departments & sections of university and hospital.
  9.  Be
        responsible for handling other corresponding items.
  4
  (2)  Responsibility
        for Party B:
  1.  Review
        and investigate, confirm and handle relevant procedures for purchasing the
        Gamma
        Knife equipment together with Party A.
  2.  Ensure
        that all the equipments of Gamma Knife system confirmed by both parities
        can be
        reached, installed and commissioned so as to ensure their normal operation
        and
        usage according to the time table confirmed by both from the day when formally
        signing the agreement.
  3.  Cooperate
        with Party A to investigate and confirm the organization configuration and
        building reconstruction scheme.
  4.  Cooperate
        with Party A to research and manage the relevant matters such as operation
        and
        public relationship, etc. of the Gamma Knife Center.
  5.  Be
        responsible for handling other corresponding matters.
  (3)  The
        period in which both parties perform the respective obligation shall not
        exceed
        December 31, 2001.
  (4)  Both
        parties should prepare the written confirmation letter for the respective
        obligation performed.
  **Chapter** **VI** **Organization
        Form**
  **Article
        16**  “Tangdu
        Gamma Knife Therapeutic Center” cooperatively established by both parties shall
        be under the radiation therapeutic department of Tangdu Hospital to inside
        and
        the independent unit to outside. Both parties shall jointly set up the
        administration commission, and appoint 1 director and 1 deputy director in
        the
        administration commission. The director should be appointed by Party B while
        the
        deputy director should be appointed by Party A. The term of the director
        and
        deputy director is 4 years and they can be consecutive in office after
        recommendation of appointing party.
  **Article
        17**  The
        administration commission established by both parties shall be the supreme
        authority of the Center that can decide all the significant matters in the
        Center. The Center shall not have right to sign property right transfer,
        impawn,
        pledge, warrant and other contracts to undertake the relevant legal
        liability.
  Both
        parties should negotiate to make the decision for the following key items,
        otherwise the liability party should undertake the responsibility
        independently.
  1.  Working
        out and modification of the regulations in the Center;
  2.  Termination
        and cancellation of the Center;
  3.  Serious
        financial problems in the Center;
  5
  4.  The
        key
        human resource arrangement in the Center;
  5.  Other
        significant matters in the Center.
  **Article
        18**  If
        the
        director fails to implement his authority for some reasons, the deputy director
        should exert the authority. If the deputy director fails to implement his
        authority for some reasons, other principal appointed by the Center should
        exert
        the authority.
  **Article
        19**  The
        administration commission shall hold six meetings annually and once every
        two-month normally. The meeting should be cooperatively presided by the director
        and deputy director of both parties. Administration commission can hold the
        temporary meeting for emergence and important matters. Special record should
        be
        made in each meeting, which shall come into force with attending person’s
        signature and be kept in filing.
  **Chapter** **VII** **Administration
        Organization**
  **Article
        20**  The
        Center shall establish the office affiliated to the administration commission,
        which should be responsible for the daily affairs in the Center. One director
        and one deputy director should be arranged in the administrative office.
        The
        director should be recommended by Party A and the deputy director should
        be
        assigned by Party B. The term of director and the deputy director is 4 years
        and
        they can be consecutive in office after employment of the administration
        commission. The medical, technical and nursing personnel in the Center should
        be
        examined and employed by the Center Administrative Office.
  **Article
        21**  Responsibility
        of the office director are to exert various resolutions made by the
        administration commission, plan and arrange the daily management work of
        the
        Center. The deputy director should help the director in work.
  **Article
        22**  If
        the
        director or deputy director is abuse of the power and the serious dereliction
        of
        duty, the medical, technical and nursing personnel can’t be competent for the
        assignment work; the administration commission can dismiss them at any time
        and
        their corresponding responsibility can be investigated by law.
  **Chapter** **VIII** **Labor
        Management**
  **Article
        23**  The
        employment and dismission of the medical, technical and nursing personnel
        in the
        Center should be based on the allocation of Party A. Salaries labor insurance,
        labor protection, life welfare and rewards & punishment system, etc. For the
        medical, technical and nursing personnel in the Center shall be handled in
        accordance with the regulations of military and relevant labor management
        in
        Xi’an City, or the administration commission can discuss and work out the scheme
        with which the Center signs the labor contract with employees to formulate
        the
        detailed items. The Party, political, labor union and youth member relationship
        of the personnel employed by the Center should be uniformly managed in
        hospital.
  6
  **Article
        24**  Employment,
        salary treatment, social insurance, welfare and travel expense standard,
        etc. of
        the working personnel in the Center should be decided by the administration
        commission.
  **Chapter** **IX** **Financial
        Management**
  **Article
        25**  The
        Center shall conduct the business independently and be responsible for its
        own
        profits and losses. Party B should assign one financial supervisor and Party
        A
        should assign one cashier to control the finance in the Center. Calculate
        the
        cost monthly, the profit after deducting the cost should be distributed based
        on
        the contracted proportion of both parties.
  **Article
        26**  The
        Center should draw employee’ welfare and rewarding fund in accordance with the
        stipulations of the relevant laws and regulations issued by the Ministry
        of
        Health of the People’s Republic of China, the General Logistics Department and
        Xi’an Municipal People’s Government. Annual drawing proportion should be decided
        based on the actual income and expenditure in the Center by the administration
        commission.
  **Chapter
        X** **Property
        Right Ownership**
  **Article
        27**  The
        ownership of the land and gamma knife room in the Center should belong to
        Party
        A. The ownership of the gamma knife and its auxiliary equipments in the Center
        during cooperation period (including advance termination and cancellation
        period
        of the contract) should belong to Party B. After expiration of cooperation,
        the
        equipment should be depreciated in accordance with depreciation term and
        proportion on large-size medical equipment stipulated in the “Management
        Regulation for Medical Equipment in the Military Hospital”. If there is residual
        value, the residual value should belong to both parties. Party A should have
        the
        priority of the transferee right, and purchase the equipment based on 50%
        of the
        residual value from Party B.
  The
        ownership for purchasing the equipment after establishment of the Center
        should
        belong to the Center. The disposal principle after expiration should be the
        same
        as that in above article.
  **Chapter** **XI** **Insurance**
  **Article
        28**  Various
        insurances in the Center should be insured in the insurance company. The
        insurance type, insurance value and insurance period, etc. should be decided
        by
        the Center administration commission according to the regulations in insurance
        company. If the insured value incurs, each partys should get 50% of it according
        to the distribution principle.
  7
  **Chapter** **XII** **Modification,
        Alternation and Cancellation of Contract**
  **Article
        29**  Any
        alternation or cancellation for the agreement and its appendix shall not
        become
        effective till both parties’ negotiation and the written agreement
        signed.
  **Article
        30**  If
        the
        agreement can’t be executed because of the force majeure, in this case, the
        agreement can be terminated in advance via both parties’ negotiation and
        confirmation.
  **Chapter** **XIII** **Special
        Stipulations for Breach Liability**
  **Article
        31**  If
        either
        party fails to perform the obligations regulated in the agreement or breach
        of
        the regulations; the Center can’t operate or can’t reach the operation purpose
        stipulated in the agreement, which should be deemed to be breach. The party
        that
        breaks the regulations should pay RMB three million as penalty to the other
        party and the other party can terminate the agreement unconditionally. During
        claiming the penalty, the other party can ask the breach party to continually
        perform its obligation until the completion of the contract.
  **Chapter** **XIV** **Force
        Majeure**
  **Article
        32**  Because
        of the force majeure such as earthquake, flood, fire, war or other incident
        that
        can’t be foreseen and its results can’t be prevented or avoided, one party
        should inform the accident to its counterparty timely via fax, and supply
        the
        detailed accidents, the effective certifying documents to explain the failure
        performance of the contract, or the reason for deferring within 15 days since
        the accident happens, the certifying documents should be issued by the
        notarization office where the accident happens. Both parties should decide
        whether to cancel the agreement or partially exempt the liability for performing
        the agreement or defer to perform the agreement or based on the impact degree
        for performance of the agreement because of the accident.
  **Chapter** **XV** **Applicable
        Law**
  **Article
        33**  Formulation,
        effective force, interpretation, performance and interpretation for the disputes
        of the agreement should be protected and ruled by the laws of the People’s
        Republic of China.
  8
  **Chapter** **XVI** **Disputes
        and Settlement**
  **Article
        34**  All
        the
        disputes caused because of performance of the agreement or relating with
        the
        agreement, which should be solved via both parties’ friendly negotiation. If it
        fails to solve, the disputes should be submitted to the arbitration organization
        or the people’s court signed in the agreement for arbitration and
        solving.
  **Article
        35**  During
        arbitration or litigation, the agreement should be continually performed
        except
        the articles that are being arbitrated or litigated by both
        parties.
  **Chapter** **XVII** **Legal
        Effect and Other Items of Agreement**
  **Article
        36**  The
        agreement and its appendix shall go into legal effect after signing them
        by the
        legal representative or authorized representative of both parities.
  **Article
        37**  Either
        party should timely inform its counterparty with written form on right and
        responsibility involved. The legal address listed in the agreement should
        be the
        mail address of each party.
  **Article
        38**  The
        replacement for the legal person representatives of both parties should not
        influence the normal performance of the agreement.
  **Article
        39**  Other
        items not covered in the contract should be friendly negotiated by both
        parties.
  **Article
        40**  The
        agreement is made in quadruplicating, each party shall take two copies of
        original, which will have the equal legal effect.
  **Party
                    A (common seal):**
                **Legal
                    representative****(signature):****Party
                    B (common seal):**
                **Legal****representative
                    (signature):****Signed
                    date: May 18, 2001**
  9







































































**Cooperation
          Establishment of**
 **“Tangdu
          PET Diagnosis Center” and**
 **“Tangdu
          Y Knife Therapeutic Center”**
  
  **Supplementary
          Agreement**
 
  
   **Tangdu
          Hospital Affiliated to the Fourth Military Medical University**
  **Masep
          Medical Science & Technology Development (Shenzhen) Co.,
          Ltd.**
  
  **Cooperation
          Establishment of “Tangdu PET Diagnosis**
 **Center”
          and “Tangdu Y Knife Therapeutic Center”**
   **Supplementary
          Agreement**
  Based
          on
          the principal agreement of “Tangdu PET Diagnosis Center” and “Tangdu Y Knife
          Therapeutic Center” and in order to ensure the successful performance of the
          cooperation agreement, and comply with the principles of friendly negotiation,
          mutual benefit and sharing the risk together, Tangdu Hospital Affiliated
          to the
          Fourth Military Medical University (Party A) and Masep Medical Science
&
Technology Development (Shenzhen) Co., Ltd. (Party B) confirm and sign
          the
          supplementary agreement as follows.
  **I.**  **Total
          Amount of Investment:** The
          assets invested because of the performance of the contract that is written
          confirmed by both parties shall be predominated.
  Masep
          Company: 1 PET; 2 Cyclotron; 3 PET auxiliary equipments; 4 Y knife on brain
          part; 5 Y knife on body part.
  Tangdu
          Hospital: 1 Location; 2 Equipment room (including civil engineering construction
          and inner decoration); 3 Professional technical personnel; 4 The brand of Tangdu
          Hospital Affiliated to the Fourth Military Medical University.
  **II.**  **Warranty,
          Maintenance and After-sales Service**
  1.  The
          warranty, maintenance and after-sales service for PET, cyclotron and the
          auxiliary equipments are seen in the appendix supplied by Adytech
          Company.
  2.  The
          warranty, maintenance and after-sales service for Y knife on brain part
          are seen
          in the appendix supplied by Masep Company.
  3.  The
          warranty, maintenance and after-sales service for Y knife on body part
          are seen
          in the appendix supplied by AOWO Company.
  **III.**  **Training
          for Technical Personnel**
  1.  Training
          for technical operator of PET and cyclotron shall be carried out according
          to
          the Appendix 3 supplied by Adytech Company.
  2.  Training
          for technical operator of Y knife on brain and body part shall be carried
          out
          according to the appendix supplied by Masep Company (including training
          number,
          time and place).
  2
  **IV.**  **Preparation
          Time of the Center Building Location**
  1.  Time
          of
          supplying the building location for Y knife on brain and body part should
          not be
          later than October 1, 2001.
  2.  Time
          of
          supplying the building location for PET and cyclotron should not be later
          than
          February 1, 2002.
  **V.**  **Formal
          Operation Time for the Center**
  1.  Formal
          operation time for Y knife on brain part won’t be later than December 31,
          2001.
  2.  Formal
          operation time for Y knife on body part shouldn’t be later than December 31,
          2001.
  3.  Formal
          operation time for PET and cyclotron shouldn’t be later than July 1,
          2002.
  **VI.**  If
          Party
          B plans to get a loan via equipment mortgage type in the location where
          the
          Center is situated, Party A shall give a help on loan. If Party B fails
          to repay
          the loan interest to the financial unit, Party B should undertake the
          responsibility for breach and compensate the loss.
  **VII.**  During
          paying the earnest money for the cyclotron, Party B should arrange the
          payment
          for the auxiliary equipments of PET and cyclotron (seen Appendix 2-l supplied
          by
          Adytech Company. List for Radio & Chemical Therapy Lab and Radio Protection
          Equipment in the PEC Center), the total amount is USD 200000. Taking the
          actual
          capital payment capacity of Party B carefully, Party A shall agree to help
          Party
          B advancing 50% of the total payment, namely USD 100000, the balance of
          USD
          100000 shall be paid by Party B. Both parties agree that Party B shall
          firstly
          repay USD 10000 (which Party A helps to pay for the equipment) to Party
          A from
          the distributed profit after formal operation and getting the profit in
          PET
          Center.
  **VIII.**  **Ownership
          of Equipments in Two Centers:** Separate
          shared ownership for both parties during cooperation period can be seen
          in the
          principal agreement. The property right residual value of all the equipments
          in
          two centers after agreement expiration will be depreciated based on 15
          years;
          Party A shall have the priority to purchase the equipments of the residual
          value
          part with 50% of the lowest price from Party B.
  3
  **IX.**  **Approved
          Documents for Production and Marketing of Radioactive Medicine:** Party
          A
          and Party B shall comply with the national relevant laws & regulations for
          production & marketing the radioactive medicine to apply for “ *Operation
          License Registration Certificate for Radioactive Medicine* ”
and
          “ *Authorization
          Certificate for Radioactive Medicine Preparation* ”
          carefully and actively. The cost for applying the license shall be listed
          for
          cost accounting in the Center.
  **X.**  **Performance
          of the National and Military Profit & Tax Policy:** During
          operation of the “two centers”, if the national or military policies are
          adjusted, the “Center” should abide by the national and military policy &
regulations to pay for the income tax and the “tax” should be listed for cost
          accounting in the Center.
  XI.  The
          supplementary agreement is made in quadruplicating, each party shall take
          two
          copies of the original, which will have the equal legal effect with
“ *Agreement
          for Cooperation Establishment of Tangdu PET Diagnosis Center* ”
and
          “ *Agreement
          for Cooperation Establishment of Tangdu Gamma Knife Therapeutic
          Center* ”.
          The
          breach responsibility should be carried out referring to the principal
          agreement.
  XII.  The
          agreement shall become legal effective from the day when formally putting
          the
          signature of the legal representatives or authorized representatives of
          both
          parties.
  **Party
                        A (common seal):**
                    **Legal
                        representative****(signature):****Party
                        B (common seal):**
                    **Legal****representative
                        (signature):****Signed
                        date: May 18, 2001**
 4










































**Cooperation
        Modification Agreement**
   **Party
        A: Tangdu Hospital Affiliated to the Fourth Military Medical
        University**
 **Address:
        Baqiao District, Xi’an City, Shaanxi Province.**
 **Legal
        person representative: Cheng Shiyin**
  **Party
        B: Masep Medical Science & Technology Development (Shenzhen) Co.,
        Ltd.**
 **Address:
        B Section 1# Building B1, No.7 South Hi-tech Avenue, Shenzhen Hi-tech
        Zone**
 **Legal
        person representative: Danny Qiu**
  **Party
        C: Shaanxi New Century Science & Technology Investment Development Co.,
        Ltd.**
 **Address:
        No.28, South section of Hanguang Road, Xi’an City, Shaanxi
        Province.**
 **Legal
        person representative: Rao Yubin**
  As
        for
        the cooperation and the future operation development of above three parties,
        Party A, Party B and Party C agree to reach the following items on cooperation
        establishment of “Tangdu PET Diagnosis Center”:
  1.  Party
        B
        shall modify all the rights and responsibilities of Party B in the “ *Agreement
        for Cooperation Establishment of Tangdu Gamma Knife Therapeutic
        Center* ”,
        “ *Agreement
        for Cooperation Establishment of Tangdu PET Diagnosis Center* ”
and
        “ *Supplementary
        Agreement for Cooperative Establishment of Tangdu PET Diagnosis
        Center* ”
and
        “ *Tangdu
        Gamma Knife Therapeutic Center* ”
signed
        on May 18, 2001 by Party A and Party B ( hereinafter referred to as the
        Cooperation Agreement) into Party C under the precondition without influence
        for
        the right of Party A since March 1, 2006. Party A agrees the modification
        made
        by Party B, and Party C agrees to accept this modification.
  2.  Three
        parties agree that Party C will be responsible for the right and obligation
        of
        Party B stipulated in the cooperation agreement from March 1, 2006. Namely,
        Party C shall enjoy all the rights and perform the corresponding obligations
        of
        Party B stipulated in the cooperation agreement.
  3.  Party
        B
        promises to stamp the common seal on the initial cooperation documents,
        materials and financial documents copies related with “Tangdu PET and Gamma
        Knife Diagnosis Therapeutic Center” and hand over them to Party C within 3 days
        when the agreement becomes legal effective and Party B should withdraw its
        assigned financial supervision accountant before March 1, 2006.
  
  4.  Both
        Party A and Party C promise to strictly continuously perform the agreement
        in
        accordance with the items of cooperation agreement and either party should
        not
        modify or cancel the cooperation agreement without the written consent of
        the
        other party.
  5.  Both
        Party B and Party C should strictly perform the agreement as the stipulated
        items. The breach party should pay RMB 500000 of penalties to the counterparty
        and the counterparty has the right to ask the breach party to correct the
        breach
        behavior and continually perform the agreement.
  6.  Other
        items not covered in the agreement should be friendly negotiated by three
        parties and then, the three parties should sign the supplementary agreement
        for
        further confirmation.
  7.  The
        agreement is made in sextuplicate, either of Party A, Party B and Party C
        should
        take two copies of the original. The agreement shall become legal effective
        from
        the day when the three parties formally put their signature and stamp their
        common seal.
   Party
        A:
 Authorized
        representative:
    Party
        B:
 Authorized
        representative:
    Party
        C:
 Authorized
        representative:
  
  Signed date: February 2,
                2006