Unassociated Document


    


    Exhibit
      10.2

    


     

    Letter
      of Intent: FPA-QB Wellness Center (name
      subject to change)

     

    Joint
      Venture by US Flagship Patient Advocates and China Qiaobo Indoor Ski World
      

     

    Joint
      venture Partner A: Flagship
      Patient Advocates (FPA)

     

    Partner
      B: Qiaobo
      Indoor Ski World (QB)

     

    Name
      of the Joint Venture Company:  FPA-QB
      Wellness Center

     

    Background:

     

    Qiaobo
      Indoor Ski World was
      established in July 2005 with the vision and concept of improving people’s
      living standard by Ms. Ye Qiaobo, the first world title of skating by an Asian.
      The initial investment is about 400 million Chinese Yuan, built on 59,000 M2 of
      land in the Olympic village north of Beijing. Current staff is 400 and its
      majority shareholders are Qiaobo Ice & Snow World Sport Development Co. Ltd.
      and Beijing Chuanyegu Real Estate Development Co. Ltd., a subsidiary of Tsinghua
      Science Park (Qidi Stockholding) derived from Tsinghua University. It is the
      first and the only indoor skiing Gymnasium facility in China.

     

    One
      of
      QB’s on going projects - Qiaobo International Convention Center just finished
      its 20,000 Sqm of construction and is at its last stage of renovation. It is
      expected to be opened by December 2006. The wellness center is to be located
      on
      the second floor of the Convention Center.

     

    Vice
      Chairman and CEO: Mr. Jiuyu Ren

     

    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 Caribbean, 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 Physicians, 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 Letter of Intent:

     

    QB
      and
      FPA have reached an agreement establishing a new Joint Venture Entity -
FPA-QB
      Wellness Center

     

    Initial
      investment is $2 million, $1 million from each partner. FPA provides novel
      healthcare concept, business model, physician network to own 51% of total equity
      of the Joint venture while QB owns 49%.

     

    Secondary
      investment is $1 million, $500,000 from each partner. This completes the total
      investment of $3 Million.

     

    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: 
      National
      athletes, Government Officials, Corporate Executives, and travelers


     

    Products
      Focus: Wellness
      (Prevention, Medical Screening, Consultation, Disease Management and
      Rehabilitation et al)

     

    
      	1.  	
              Build
                up national-class physician network (particularly orthopedic & sports
                medicine) in China;

            


    

    
      	2.  	
              Service
                to be provided by the JV wellness
                center:

            


    

    
      	a.  	
              Physical
                check ups (Medical screening) for National Athletes, government officials,
                high-end corporate executives, international
                travelers.

            


    

    
      	b.  	
              Rehabilitation
                service for national athletes, as well as international athletes
                competing
                at the Olympic games in 2008.

            


    

    
      	c.  	
              Provide
                members with “stay healthy and stay young” programs and offer wellness
                consultation and supplement to individual
                members.

            


    

    
      	d.  	
              Offers
                FPA membership services (see
                appendix I).

            


    

    
      	e.  	
              Provide
                members with physician referral and access to the top medical centers
                both
                domestic and abroad.

            


    

    
      	f.  	
              Functioning
                as a sport medicine center hub for 2008 Beijing Olympic
                Games.

            


    

    
      	g.  	
              Hosting
                domestic and international Medical conferences, especially preventive
                and
                sports medicine.

            


    

    
      	h.  	
              Organizing
                series of academic workshops such as wellness programs including
                anti-aging, diet, behavior modification, disease management et
                al.

            


    

    
      	3.  	
              FPA
                will provide novel healthcare concepts, technology, products, management
                structure, access to its US Flagship Physician network et al, QB
                will
                provide facility renovation and maintenance, market development and
                governmental relations et al (will be further
                discussed).

            


    

    
      	4.  	
              FPA
                holds 51% and QB holds 49% of the total
                equity;

            


    

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

            


    

    
      	6.  	
              The
                Executive Management Team holds 10% stock (each party surrenders
                5%
                respectively);

            


    

    
      	7.  	
              The
                Board: consisted by 5 members, FPA will elect 3 members, and QB elects
                2
                members;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	8.  	
              FPA
                recommends an accountant, QB recommends a cashier, and the board
                will
                appoint a financial controller;

            


    

    
      	9.  	
              Location:
                2nd
                floor of Qiaobo International Convention Center (2,500 Sqm, by lease)
                located in Olympic Village,
                Beijing;

            


    

    
      	10.  	
              Time
                frame:

            


    

    
      	a.  	
              7/31/2006,
                finish Budget and Proforma, continue preparation work for company
                registration and licensing; study all related regulations, taxations,
                central and local policies and supplemental policies and regulations
                et
                al, continue physician network
                development.

            


    

    
      	b.  	
              7/31/2006,
                upon signed LOI, both partners commit 10% of initial investment as
                preparatory fund to pay for registration, licensing, legal expenses,
                administration and other expenses related to the establishment of
                the
                Joint Venture et al.

            


    

    
      	c.  	
              8/30/2006,
                finish facility renovation design, FPA provides architectural input
                and
                functional requirement. Start hiring
                process.

            


    

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

            


    

    
      	e.  	
              9/30/2006,
                finish facility renovation, start purchasing process, medical and
                office
                equipment, furniture and supplies et al.


            


    

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

            


    

    
      	g.  	
              12/1/2006,
                testing period for whole system. Operation starts
                running.

            


    

    
      	h.  	
              1/1/2007,
                grand opening.

            


    

    


    Issues
      that are not addressed in this letter will be further discussed by both parties.
      

     

    This
      is a
      binding letter of intent which reflects the intention of
      QB 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:
              July
              31, 2006	 


    

     

    
 

     

    Jiuyu
      Ren, Vice Chairman
      and CEO, Qiaobo
      Indoor Ski World

     

    


     

    
       

      
        	Signature: /s/
                Jiuyu
                Ren              
                , Date:
                August
                13, 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.

            


    

     

    


    
      
        
        

      

      
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