Exhibit
      10.1

    


    Letter
      of Intent: FPA-CZ Executive Clinic (name
      subject to change)

    


    Joint
      Venture by US Flagship Patient Advocates and China Beijing Chengzhi Health
      Consultation

    


    Joint
      Venture Partner A: Flagship
      Patient Advocates or "FPA"

    


    Partner
      B: Beijing
      Chengzhi Health Consulting INC, "CZ"

    


    Name
      of the Joint Venture Company:  FPA-CZ
      Executive Clinic

    


    Background:

    


    Beijing
      Chengzhi Health Consulting INC
      had an
      initial investment of 8 million RMB (from four partners). The current CZ
      consists of 19 physicians, 16 nurses, 23 in management, marketing
      and sales. The current value of the assets of CZ is close to its initial
      investment and
      the
      actual value will be known after the completion of inventory and evaluation
      process. In the year 2005, there were 5,932 check ups, the total revenue was
      1,470,000 RMB; net profit: -4,539,515 RMB). For the first two quarters of 2006,
      the number of check ups is _____, total revenue is _______ RMB, net profit:
      ________ RMB).

    


    Chairman:
      Dong Xu

    


    Operation
      problems:

    


    CZ
      initially targeted the middle- and upper-class clients in the market, the clinic
      itself has not
      completely built up its overall healthcare platform yet - in 2005, its main
      business consisted of only check ups without other supporting health services.
      Personal check ups for the wealthy made up only 2.3 percent
      of the total revenue; while employees of local enterprises-the middle class-
      contributed to the other 97.7 percent.

    


    Flagship
      Patient Advocates
      is a
      physician-founded, membership-based, private medical group dedicated to the
      highest level of support service, whether you are at home or traveling. FPA
      offers the most prominent physician specialists to its members, as well as
      personalized advocacy for physician referral and emergency support needs, all
      linked by a sophisticated information-management system.

    


    FPA's
      physician network and patient services have already covered 50 states in the
      US
mainland,
      as well as Europe, the Caribbeans, and South America. It has developed its
      network to
      India,
      Singapore, Thailand and Hong Kong; it will continue expanding into the Asia
      market
      with its
      main focus on China. FPA is working everyday to expand its international
      coverage. FPA's
      parent Company is Patients and Physician Inc. FPA's four largest shareholders
      are Fred
      Nazem,
      Dr. Steve O'Brien, Everett LLC., and Laurus Master Fund.

    


    Chairman
      and CEO: Fred Nazem

    


    President
      and
      legal
      counsel: John Flood

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Content
      of the Joint Venture Letter of Intent:

    


    FPA-CZ
      Executive Clinic:
      CZ and
      FPA have reached an agreement establishing a new Joint Venture
      Entity.

    


    FPA
      will
      provide novel healthcare concepts, technology, products, management structure,
      and
      access
      to its US Flagship Physician network with a total capital investment of $1
      million in cash. In exchange for this investment, FPA shall own no less than
      51%
      of
      the
      total equity of the New Joint Venture Company. CZ will continue to provide
      facility renovation and maintenance; market development and governmental
      relations et al to own up to
      49% of
      the
      total equity of the new Joint Venture company (will be finalized after inventory
      and assets evaluation).

    


    The
      Goal: 
      Introduce FPA Healthcare concept into Chinese healthcare market and build up
      the
      highest
      level of wellness platform to provide the best healthcare service to its
      members.

    


    The
      Market: 
      Corporate Executives and employees, local government agency and university
      employees, Flagship members and international and domestic
      travelers.

    


    Focus: Physical
      check up, dental services, Medical Screening, Consultation and physician
      referral and access to the top medical centers, and later emergency and trauma
      centers.

    


    Joint
      Effort:

    


    
      	 	
              1.

            	
              Build
                up national-class physician network in
                China;

            


    

    
      	 	
              2.

            	
              Service
                to be provided:

            


    

    
      	 	
              a.

            	
              Annual
                physical check ups and Dental
                clinic.

            


    

    
      	 	
              b.

            	
              Medvault
                Implementation.

            


    

    
      	 	
              c.

            	
              Provide
                wellness consultation and disease
                management.

            


    

    
      	 	
              d.

            	
              Provide
                FPA membership services (see appendix
                I).

            


    

    
      	 	
              e.

            	
              Offer
                physician referrals to those need to be treated in top medical centers
                domestic and abroad.

            


    

    
      	 	
              f.

            	
              FPA
                provides novel healthcare concepts, technology, products, management
                structure, access to its US Flagship Physician network et al, CZ
                provides
                facility maintenance, market development and governmental relations
                et al
                (will be further discussed).

            


    

    
      	 	
              3.

            	
              FPA
                would own no less than 51% of the ownership (will be adjusted based
                on
                evaluation of total assets);

            


    

    
      	 	
              4.

            	
              The
                physician network will hold 10% of the ownership (each party surrenders
                5%
                respectively);

            


    

    
      	 	
              5.

            	
              The
                executive management will hold 10% of the stock (each party surrenders
                5%
                respectively);

            


    

    
      	 	
              6.

            	
              The
                Board: consisting of 5 members, FPA would elect 3 members, and CZ
                would
                elect 2 members;

            


    

    
      	 	
              7.

            	
              FPA
                recommends an accountant, CZ recommends a cashier, and the board
                will
                appoint a financial controller;

            


    

    
      	 	
              8.

            	
              Location:
                Tsinghua Science Park chuangxin building B tower,
                Beijing;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	 	
              9.

            	
              Time
                frame for expansion while continue the current
                operation:

            


    

    
      	 	
              a.

            	
              7/31/2006,
                upon signing the LOI, FPA commits expenses for Joint Venture
                legalization.

            


    

    
      	 	
              b.

            	
              8/30/2006,
                business expansion plans for FPA-CZ Clinic. Finish Budget and Proforma,
                continue preparation work for company registration and licensing;
                study
                all related regulations, taxation, central and local policies and
                supplemental policies and regulations et al, continue physician network
                development.

            


    

    
      	 	
              c.

            	
              9/30/2006,
                complete registration, licensing, and all related legal
                processes.

            


    

    
      	 	
              d.

            	
              9/30/2006,
                Get ready for Medvault installation and language conversion
                portal.

            


    

    
      	 	
              e.

            	
              10/30/2006,
                finalize initial services and operational model, start Medvault adoption
                (English & Chinese version).

            


    

    
      	 	
              f.

            	
              11/1/2006,
                testing period for whole system.

            


    

    


    The
      affairs which are not described in this letter of intent should be further
      negotiated between CZ and FPA.

    


    This
      is a
      binding letter of intent which reflects the intention of
      CZ and
      FPA and
      creates
      rights
      and
      obligations on the part of the parties hereto.

    



    Fred
      Nazem, Chairman
      and CEO, Flagship Patient Advocates, New York, NY

    


    
      	
              Signature:
                /s/ Fred
                Nazem                      ,

            	
              
                    
                  

              

            	
              Date:
                August 7,
                2006             
                

            


    

    


    


    Dong
      Xu, Chairman, China
      Beijing Chengzhi Health Consultation

     

    
      	
              Signature:
                /s/ Dong
                Xu                          ,

            	
              
                    
                  

              

            	
              Date:
                August 7,
                2006             
                

            




    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    Appendix
      I: FPA is
      a
      company
      of
      patient advocates, empowered by a host of unique clinical services
      coupled with a global network of renowned physician specialists. FPA's aim
      is to
      give its Members "Clinical Insurance," not the typical health insurance that
      revolves around money
      and
      financial
      insurance.
      With
      one phone call from
      anywhere
      at
anytime,
      our Members can
      enjoy
      unique privileges that include:

    


    
      	 	
              ·

            	
              An
                immediate response by the company's own in-house MedCiergeTM advocacy
                team-including doctors and registered nurses who attend personally
                and
                carefully to every Member who needs referrals to
                specialists.

            


    

    


    
      	 	
              ·

            	
              A
                thorough assessment and evaluation by an FPA Advocate of a Member's
                specific concerns as part of the process to direct needed clinical
                and
                other healthcare services.

            


    

    


    
      	 	
              ·

            	
              An
                Advocate securing a priority appointment for the Member with a physician
                from Medical SpeciaListTM-FPA's own network of physician specialists whose
                practice expertise best matches the Member's clinical
                needs.

            


    

    


    
      	 	
              ·

            	
              Additional
                services of special interest to frequent travelers provided by FPA's
                special 24/7 units such as MedEmergentCareTM and MedTrauma for emergency
                hospitalization, and a global air evacuation and transport
                service.

            


    

    


    
      	 	
              ·

            	
              A
                secure, personal electronic health record, My MedVaultTM, for Members to
                record, store and manage their health information. MedVault works
                synergistically with all FPA services as a Lifetime Personal Health
                Record
                and a Personalized Emergency Health
                Record.

            


    

    


    


    
      
         

      

      
        4