EXHIBIT
      10.22

    


    MEMORANDUM
      OF UNDERSTANDING

     

    THIS
      MEMORANDUM OF UNDERSTANDING
      (this
“MOU”) is entered into this 18th day of September, 2003 by and between MEDI-HUT
      INT’L (MFG) CO., LTD., a corporation organized and existing under the laws of
      the Republic of Korea (“Korea”) with its principal offices at 4-1 Godeung-Ri,
      Sojung-Myun, Yeonki-Kun, Chunchungnam-Do, Korea (“MHI’) and MEDI-HUT CO., INC.,
      a corporation organized and existing under the laws of the State of Nevada,
      United States of America, with its principal offices at 1345 Campus Parkway,
      Wall Township, New Jersey 07753, United States of America (“MHUT”; together with
      MHI, collectively, the “Parties”).

     

    WITNESSETH:

     

    WHEREAS,
      MHI
      manufactured certain “Elite Safety Syringe” products, as more particularly
      described in the invoices attached hereto as Exhibit A (the “Products”), and
      sold them to MHUT for the total purchase price of DS$190,115 (the “Purchase
      Price”);

     

    WHEREAS,
      due to
      certain manufacturing and other problems associated with the Products the
      Parties have determined that the quality of the Products is not sufficient
      for
      sale .in the United States market; and

     

    WHEREAS,
      in view
      of such problems with the Products MHI has agreed to take the Products back
      from
      MHUT that are currently located at MHUT’s warehouse (the “Product Inventory”),
      refund the Purchase Price to MHUT, reimburse MHUT for certain expenses incurred
      by MHUT in connection with the purchase of the Products from MHI and undertake
      to do certain things with respect to such returned Products.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants and promises
      set forth herein below, the Parties, intending to be legally bound hereby,
      agree
      as follows:

     

    
      	
              Article
                1.

            	
              Return
                of the Product Inventory; Refund of the Purchase Price and Reimbursement
                of Certain Expenses

            


    

     

    
      	1.1	
              The
                Product Inventory being returned to MHI consists of 1,564,000 pieces
                that
                are described in the invoices attached hereto as Exhibit A. MHUT
                will
                return the Product Inventory to MHI, as set forth
                below:

            


    

     

    	·    	
            Consignee:               
              Medi-Hut
              Int’l.(Mfg.) Co., Inc.

          


    2nd
      Floor, Oyang Building, 33-7 Changchung-Dong I-Ga,

    Chung-Ku,
      Seoul, Korea

    	 	 


    	·    	
            Port
              of discharge:     Busan,
              Korea

          


    	 	 


    	·    	
            Place
              of delivery:      Medi-Hut
              Int’l (Mfg.) Co, Inc.

          


    4-1
      Godeung-Ri, Sojung-Myun, Yeonki-Kun,

    Chunchungnam-Do,
      Korea

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	·    	
            Shipment
              will be arranged on a container basis.

          


    	 	 


    	·    	
            Freight
              will be prepaid.

          


    	 	 


    	·    	
            After
              shipment, a copy of shipping documents will be sent to the consignee
              by
              facsimile.

          


    


    
      	1.2	
              Upon
                return of the Product Inventory as set forth in Section 1.1 above
                MHI
                agrees to pay the following amounts to
                MHUT:

            


    

     

    
      
        	
                Refund
                  of the Purchase Price:

              	 	 	
                US
                  $190,115

              	 
	
                Freight
                  and other expenses incurred by MHUT for the purchase of the Products:
                  

              	 	 	
                US
                  $21,980

              	 
	
                Freight
                  and other expenses incurred by MHUT for the return of the Products:
                  

              	 	 	
                US
                  $8,760

              	 
	
                Total:
                  

              	 	 	
                US
                  $220,855

              	 
	 	 	 	 	 



    

    
      
        
          	1.3	
                  The
                    amounts set forth in Section 1.2 above shall be paid to MHUT
                    by MHI as
                    follows:

                


        

      

    

     

    
      	
            	1.3.1	
              To
                the extent that MHI resells any portion of the returned Product Inventory
                in accordance with Article 2 below, any proceeds from such resale
                of the
                Product Inventory, after deducting any reasonable out-of-pocket expenses
                incurred by MHI in connection with such resale, shall immediately
                be paid
                to MHUT. MHI shall provide MHUT with appropriate documentation supporting
                any such out-of pocket expenses.

            


    

     

    
      	
            	1.3.2	
              Any
                remaining balance of the amounts set forth in Section 1.2 above (the
                “Balance”) shall be paid by MHI by granting to MHUT a 5% discount off the
                purchase price (which purchase price shall be determined pursuant
                to a
                separate agreement between MHI and MHUT) for each future shipment
                of
                “Elite Safety Syringe” products until the aggregate amount of such
                discount equals the Balance; provided, however, that if MHI fails
                to
                become capable of manufacturing “Elite Safety Syringe” products in
                compliance with MHUT’s requirements therefore (including, without
                limitation, compliance with any applicable good manufacturing practices)
                by December 31, 2003 and if such failure is due to a cause attributable
                to
                MHI, the Balance shall be paid to MHUT in cash upon reasonable notice
                by
                MHUT.

            


    

     

    Article
      2.    Undertakings
      Relating to the Returned Product Inventory

     

    
      	
            	2.1	
              It
                is expressly acknowledged and agreed by the Parties that the Product
                Inventory is being returned to MHI for destruction unless such Product
                Inventory is re-sterilized pursuant to a process that is specifically
                approved by MHUT in advance in
                writing.

            


    

     

    
      	2.2	
              MHI
                may not resell any portion of the Product Inventory unless and until
                (i)
                such Product Inventory has been re-sterilized pursuant to a process
                that
                is approved by MHUT as set forth in Section 2.1 above and (ii) MHI
                obtains
                from MHUT final approval with respect to such re-sterilized Product
                Inventory.

            


    

     


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    Article
      3.    Governing
      Law and Dispute Resolution

     

    
      	3.1	
              This
                MOU shall be governed by and construed and enforced in accordance
                with the
                laws of Korea without giving effect to the conflict of laws principles
                thereof. 

            


    

     

    
      	3.2	
              All
                disputes, disagreements or questions which might arise between the
                Parties
                out of or in connection with this MOU, which cannot be amicably settled
                by
                the Parties, shall be submitted to the International Chamber of Commerce
                (“ICC”) for arbitration in accordance with the ICC Rules of Conciliation
                and Arbitration in effect at the time of arbitration. Arbitration
                shall
                take place in Seoul, Korea in the English language before a panel
                of three
                arbitrators. The award or decision 0 f t he arbitrators shall b e
                final
                and binding upon the Parties and shall be enforceable in any court
                having
                jurisdiction over the party against whom the award or decision was
                issued.
                Nothing set forth herein shall prevent a party from seeking and obtaining
                preliminary injunctive or other equitable relief from any court of
                competent jurisdiction pending the final award or decision of the
                arbitrator.

            


    

     

    Article
      4.    Notices

     

    Any
      notices or other communications required or permitted hereunder shall be in
      writing and shall be deemed sufficiently given if personally delivered, sent
      by
      registered or certified mail, return receipt requested, postage prepaid, or
      transmitted by facsimile, in each case addressed as follows or to such other
      address as any party hereto shall have notified the other party in accordance
      with the provisions of this Article:

     

    If
      to
      MHI:

     

    Medi-Hut
      Int’l (Mfg.) Co., Ltd.

    4-1
      Godeung-Ri, Sojung-Myun

    Yeonki-Kun

    Chunchungnam-Do,
      Korea

    Attention:
      Representative Director

    Facsimile:
      82-41-862-5700

    


    If
      to
      MHUT:

     

    Medi-Hut
      Co., Inc.

    1345
      Campus Parkway

    Wall
      Township, New Jersey 07753

    United
      States of America

    Attention:
      President

    Facsimile:
      1-732-919-2799

     


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    With
      a
      copy to:

     

    Kim,
      Chang & Lee

    171
      Wonseo-Dong,Chongro-Ku

    Seoul,
      Korea

    Attention:
      Moon Han, Esq.

    Facsimile:
      82-2-725-8727 .

     

    Article
      5.    Miscellaneous

     

    
      	5.1	
              If,
                at any time subsequent to the date hereof, any provision of this
                MOU shall
                be held by any court or arbitral tribunal of competent jurisdiction
                to he
                illegal, invalid or unenforceable, such provision shall be of no
                force or
                effect, but the illegality, invalidity or unenforceability of such
                provision shall have no effect upon and shall not impair the validity
                or
                enforceability of any other provision of this MOU. The Parties shall
                be
                obliged to replace such illegal, invalid or unenforceable provision
                by a
                new provision having similar
                effect.

            


    

     

    
      	5.2	
              This
                MOU may be amended, supplemented or changed, and any provision hereof
                may
                be waived, only by written instrument making specific reference to
                this
                MOU or to such provision to be waived, signed by the party against
                whom
                enforcement of such amendment, supplement, modification or waiver
                is
                sought.

            


    

     

    
      	5.3	
              This
                MOU shall be binding upon and shall inure to the benefit of the Parties
                and their respective successors and permitted assigns; provided,
                however,
                that neither this MOU nor any rights or obligations hereunder maybe
                assigned, transferred or delegated by any party without the prior
                written
                consent of the other party.

            


    

     

    
      	5.4	
              This
                MOU embodies the entire agreement of the Parties with respect to
                the
                subject matter hereof and supersedes and cancels any and all prior
                agreements and understandings, oral or written, which may exist in
                relation thereto.

            


    

     

    
      	5.5	
              This
                MOU may be executed in any number of counterparts, each of which
                shall be
                deemed an original, but all of which, taken together, shall constitute
                one
                and the same instrument.

            


    

     

    
      	5.6	
              This
                MOU is executed in the English language, which shall be controlling
                in all
                respects between the Parties. No translation hereof shall be of any
                force
                or effect in the interpretation of this
                MOU.

            


    

     

    [Signatures
      on the following page]

     


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this MOU to be duly executed on the date first written
      above.

     

    
      	MEDI-HUT INT’L (MFG) CO., LTD.	 	 	MEDI-HUT CO., INC.
	 	 	 	 
	 	 	 	 
	/s/ Young-Kil
              Shin	 	 	/s/ David
              R. LaVance
	
              

            	 	 	
              

            
	Name:  
              Young-Kil Shin
Title:     President	 	 	Name:  
              David R. LaVance
Title:     Chief Financial
              Officer



     

     


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    Copies
      of
      the Invoices Describing the Products

     

    
 

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


     

    
      	
              COMMERCIAL
                INVOICE

            
	
              Seller:

              MEDI-HUT
                INTL (MFG) CO INC

              2ND
                FLOOR, OYANG BLVD.

              NO.
                33-7 CHANGHUNG-DONG 1-GA

              CHUNG-KU
                SEOUL KOREA

            	
              Invoice
                No. and date

              MD03-104 JAN.
                29, 2003

            
	
              L/C
                No. and date

              1254639NJY JAN.
                06, 2003

            
	
              Consignee:

              TO
                THE ORDER OF PNC BANK N.A.

            	
              Buyer
                (if other than consignee)

              MEDI-HUT
                CO., INC.

              1345
                CAMPUS PKWY.

              WALL
                TWSP., NJ 07753

            
	
              From

              BUSAN,
                KOREA

            	
              TO

              NEW
                YORK, NY USA

            	
              Other
                Reference

            
	
              Vessel/flight

              HJ
                BARCELONA 069E

            	
              Departure
                date:

              JAN.
                29, 2003

            	
              Terms
                of delivery and payment

              FOB
                BUSAN

            
	 
	
              Shipping
                Marks No.&
                Kind of pkgs:

            	
              Goods
                description

            	
              Quantity

            	
              Unit
                price

              /PER
                BOX(100 PCS)

            	
              Amount

            
	
              MEDI-HUT
                CO., INC.

            	
              3CC
                SAFETY SYRINGE ELITE BRAND 690 CASES 8 BOXES

            
	
              1345
                CAMPUS PARKWAY

            	
              PER
                PROFORMA INV. 1226 DATED DEC. 26, 2002 FREE ON BOARD
                KOREA

            
	
              WALL
                TOWNSHIP, NJ 07753

            	 	 	 	 
	
              U.S.A.

            	
              3CC
                25G X 5/8:

            	
              356,000PCS

            	
              U$12.10

            	
              U$43,076.00

            
	
              MADE
                IN KOREA

            	
              3CC
                25G X 1”

            	
              28,000PCS

            	
              U$12.10

            	
              U$3,388.00

            
	
              LOT
                NO:

            	
              3CC
                25G X 1 1⁄2”

            	
              48,000PCS

            	
              U$12.10

            	
              U$5,808.00

            
	
              EXPIRATION
                DATE:

            	
              3CC
                23G X 1”

            	
              120,000PCS

            	
              U$12.10

            	
              U$14,520.00

            
	
              UPC
                NO:

            	
              TOTAL

            	
              552,000PCS

            	 	
              U$66,792.00

            
	
              PRODUCE
                CODE NO.

            	 	 	 	 


    

     

    *MEDI-HUT
      INTL. (Mfg) CO., INC. REGISTRATION NUMBER 9710558

    *MEDICAL
      DEVICE LISTING NUMBER (ELITE SAFETY SYRINGE): C014623

    *FDA
      REGISTRATION NUMBER (MEDI-HUT CO., INC.): 2246574

     

     

    MEDI-HUT
      INT’L (Mfg.)
      Co., LTD.

     

     

    /s/
      Y.K.
      Shin

      
        

      

    

    Y.K.
      Shin, Managing Director

     


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


     

    
      	
              COMMERCIAL
                INVOICE

            
	
              Seller:

              MEDI-HUT
                INTL (MFG) CO INC

              2ND
                FLOOR, OYANG BLVD.

              NO.
                33-7 CHANGHUNG-DONG 1-GA

              CHUNG-KU
                SEOUL KOREA

            	
              Invoice
                No. and date

              MD02-148B NOV.
                1, 2002

            
	
              L/C
                No. and date

              1252000NJY SEP.
                13, 2002

            
	
              Consignee:

              TO
                THE ORDER OF PNC BANK N.A.

            	
              Buyer
                (if other than consignee)

              MEDI-HUT
                CO., INC.

              1935
                SWARTHMORE AVENUE

              LAKEWOOD,
                NJ 08701

            
	
              From

              BUSAN/SEOUL,
                KOREA

            	
              TO

              NEW
                YORK

            	
              Other
                Reference

            
	
              Vessel/flight

              PENANG
                SENATOR 0024E

            	
              Departure
                date:

              NOV.
                01, 2002

            	
              Terms
                of delivery and payment

              FOB
                BUSAN

            
	 
	
              Shipping
                Marks No. &
                Kind of pkgs:

            	
              Goods
                description

            	
              Quantity

            	
              Unit
                price

              /1000
                PCS

            	
              Amount

            
	
              MEDI-HUT
                CO., INC.

            	
              ELITE
                SAFETY SYRINGES

            
	
              1935
                SWARTHMORE AVE

            	
              AS
                PER PROFORMA P/I NO. 0911 DATED SEPTEMBER 10, 2002

            
	
              LAKEWOOD,
                NJ 08701

            	
              FREE
                ON BOARD SEOUL, KOREA

            
	
              U.S.A.

            	
              3CC
                W/O NEEDLE

            	
              48,000PCS

            	
              U$121.38

            	
              U$5,826,240

            
	
              MADE
                IN KOREA

            	
              3CC
                20G X 1”

            	
              24,000PCS

            	
              U$121.38

            	
              U$2,913,120

            
	
              LOT
                NO:

            	
              3CC
                20G X 1 1⁄2”

            	
              12,000PCS

            	
              U$121.38

            	
              U$1,456,560

            
	
              EXPIRATION
                DATE:

            	
              3CC
                21G X 1”

            	
              24,000PCS

            	
              U$121.38

            	
              U$2,913,120

            
	
              UPC
                NO:

            	
              3CC
                21G X 1 1⁄2”

            	
              552,000PCS

            	
              U$121.38

            	
              U$1,456,560

            
	
              PRODUCE
                CODE NO.

            	
              3CC
                22G X 1 1⁄2”

            	
              24,000PCS

            	
              U$121.38

            	
              U$2,913,120

            
	 	
              3CC
                23G X 1”

            	
              42,400PCS

            	
              U$121.38

            	
              U$5,146,512

            
	 	
              3CC
                25G X 5/8”

            	
              39,200PCS

            	
              U$121.38

            	
              U$4,758,096

            
	 	
              3CC
                25G X 1:

            	
              48,000PCS

            	
              U$121.38

            	
              U$5,826,240

            
	 	
              TOTAL

            	
              273,600PCS

            	 	
              U$33,209,568

            


    

     

    *MEDI-HUT
      INTL. (Mfg) CO., INC. REGISTRATION NUMBER 9710558

    *MEDICAL
      DEVICE LISTING NUMBER (ELITE SAFETY SYRINGE): C014623

    *FDA
      REGISTRATION NUMBER (MEDI-HUT CO., INC.): 2246574

    


     

    MEDI-HUT
      INT’L (Mfg.)
      Co., LTD.

     

     

    /s/
      Y.K.
      Shin

      
        

      

    

    Y.K.
      Shin, Managing Director

    


     


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    
      	 
	
              COMMERCIAL
                INVOICE

            
	
              Seller:

              MEDI-HUT
                INTL (MFG) CO INC

              2ND
                FLOOR, OYANG BLVD.

              NO.
                33-7 JANGCHUNG-DONG 1-GA

              CHUNG-KU
                SEOUL KOREA

            	
              Invoice
                No. and date

              MD02-148 OCT.
                06, 2002

            
	
              L/C
                No. and date

              1252000NJY SEP.
                13, 2002

            
	
              Consignee:

              TO
                THE ORDER OF PNC BANK N.A.

            	
              Buyer
                (if other than consignee)

              MEDI-HUT
                CO., INC.

              1935
                SWARTHMORE AVENUE

              LAKEWOOD,
                NJ 08701

            
	
              Departure
                date:

              OCT.
                06, 2002

            	 	
              Other
                Reference

               

            
	
              Vessel/flight

              MING
                AMERICA 0065E

            	
              From
                

              BUSAN/SEOUL,
                KOREA

            
	
              TO

              NEW
                YORK

            	
              Terms
                of delivery and payment

              FOB
                BUSAN

            
	 
	
              Shipping
                Marks No. &
                Kind of pkgs:

            	
              Goods
                description

            	
              Quantity

            	
              Unit
                price

            	
              Amount

            
	
              MEDI-HUT
                CO., INC.

            	
              ELITE
                SAFETY SYRINGE

            
	
              1935
                SWARTHMORE AVE

            	
              AS
                PER PROFORMA P/I NO. 0911 DATED SEPTEMBER 10, 2002

            
	
              LAKEWOOD,
                NJ 08701

            	
              FREE
                ON BOARD SEOUL, KOREA

            
	
              U.S.A.

            	
              3CC
                25g x 5/8”

            	
              220,000PCS

            	
              @U$121.38/1,000
                PCS

            	
              US$26,703,600

            
	
              MADE
                IN KOREA

            	
              3CC
                23G X 1”

            	
              53,600PCS

            	
              U$121.38/1,000
                PCS

            	
              $6,505,968

            
	
              LOT
                NO:

            	 	 	 	 
	
              EXPIRATION
                DATE:

            	
              TOTAL

            	
              273,600PCS

            	 	
              US$33,209,568

            
	
              UPC
                NO:

            	 	 	 	 
	
              PRODUCE
                CODE NO.

            	 	 	 	 


    

     

    *MEDI-HUT
      INTL. (Mfg) CO., INC. REGISTRATION NUMBER 9710558

    *MEDICAL
      DEVICE LISTING NUMBER (ELITE SAFETY SYRINGE): C014623

    *FDA
      REGISTRATION NUMBER (MEDI-HUT CO., INC.): 2246574

    


     

    MEDI-HUT
      INT’L (Mfg.)
      Co., LTD.

     

    /s/
      Y.K.
      Shin

      
        

      

    

    Y.K.
      Shin, Managing Director

     


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    
 

    
      
        	
                COMMERCIAL
                  INVOICE

              
	
                Seller:

                MEDI-HUT
                  INT’L (MFG) CO., INC.

                2ND
                  FLOOR OYANG BLVD.

                NO.
                  33-7 JANGCHUNG-DONG 1-GA

                CHUNG
                  KU SEOUL KOREA

              	
                Invoice
                  No. and date:

                MD0-2-148A  OCT.
                  16, 2002

                 

                L/C
                  N. and date:

                1252000NJY  SEPT.
                  13, 2002

              
	
                Consignee:

                TO
                  ORDER OF PNC BANK N.A

              	
                Buyer:

                MEDI-HUT
                  CO., INC.

                1935
                  SWARTHMORE AVENUE

                LAKEWOOD,
                  NJ 08701

              
	
                
                  From:
BUSAN/SEOUL,
                  KOREA

              	
                
                  To:
NEW
                  YORK

              	 

                Other
                  reference:

              
	
                Vessel/flight

              	
                Departure
                  date:

              	
                Terms
                  of delivery and payment:

              
	
                MISC
                  MATILDE 003A

              	
                OCT.
                  16, 2002

              	
                FOB
                  BUSAN

              
	
                Shipping
                  marks No. &
                  King of Packages

              	
                Goods
                  description

              	
                Quantity

              	
                Unit
                  price

                /1000PCS

              	
                Amount

              
	
                MEDI-HUT
                  CO., INC.

              	
                ELITE
                  SAFETY SYRINGE

              	 	 	 
	
                1935
                  SWARTHMORE AVE.

              	
                AS
                  PER PROFORMA P/1 NO. 0911 DATED SEPTEMBER 10, 2002

              
	
                LAKEWOOD,
                  NJ 08701

              	
                FREE
                  ON BOARD SEOUL, KOREA

              
	
                U.S.A.

              	
                3CC
                  25GX 1"

              	
                48,000PCS

              	
                U$121.38

              	
                U$5,826.24

              
	
                MADE
                  IN KOREA

              	
                3CC
                  24GX 1 1/2"

              	
                48,000PCS

              	
                U$121.38

              	
                U$5,826.24

              
	
                LOT
                  NO.:

              	
                3CC
                  22GX 1" 

              	
                120,000PCS

              	
                U$121.38
                  

              	
                U$14,565.60

              
	
                EXPIRATION
                  DATE:

              	
                3CC
                  21GX 1 1/2"

              	
                12,000PCS

              	
                U$121.38

              	
                U$1,456.56

              
	
                UPC
                  NO.:

              	
                3CC
                  23GX 1"

              	
                24,000PCS

              	
                U$121.38

              	
                U$2,913.12

              
	
                PRODUCT
                  CODE NO.:

              	
                3CC
                  22G X 1 1/2"

              	
                24,000PCS

              	
                U$121.38

              	
                U$2,913.12

              
	 	
                3CC
                  20G X 1 1/2"

              	
                12,000PCS

              	
                U$121.38

              	
                U$1,456.56

              
	 	
                3CC
                  25G X 5/8" 

              	
                180,800PCS

              	
                U$121.38
                  

              	
                U$21,945.50

              
	 	
                TOTAL

              	
                468,800PCS

              	 	
                U$56,902.944

              


      

    

    


    *MEDI-HUT
      INTL. (Mfg) CO., INC. REGISTRATION NUMBER 9710558

    *MEDICAL
      DEVICE LISTING NUMBER (ELITE SAFETY SYRINGE): C014623

    *FDA
      REGISTRATION NUMBER (MEDI-HUT CO., INC.): 2246574

    


     

    MEDI-HUT
      INT’L (Mfg.)
      Co., LTD.

     

     

    /s/
      Y.K.
      Shin

      
        

      

    

    Y.K.
      Shin, Managing Director

     

     

    
      
         

      

        -10-