Sales Agency Agreement

I. 

Beijing DeHaier to act as JMS's product distributor for two years authorized by Party A which is the Gerneral Agent in China of JMS. The authorized products are:  JMS Syringe  pump & Infusion pump.

2.

According to different limits of authority, distributors can be divided as general distributors and exclusive distributors.

 

a.

General distributor: Party A authorizes Party B to distribute certain type or certain range of products from Party A in certain area, while this does not rule out the possibility that Party A authorize other distributors to distribute that type or range of products in that area.

 

b.

Exclusive distributor: Party A authorizes Party B to exclusively distribute certain type or certain range of products from Party A in certain area, while Party A will not authorize other distributor to distribute that type or range of products in that area, however, Party B has to order in time and accomplish certain amount of sales volume within certain period of time.

3.

Both Party A and Party B will not bear any legal liabilities caused by commercial activities, legal activities and operating loss of each other.

4.

Party B has the right and obligation to evaluate operations of Party A (including distribution, market and commercial activities) and give suggestions. Party A should reply in time and modify its defects and limitations.

5.

Party B should acquire necessary legal documents for distributing the products and provide a copy of corporate business license, tax registration certificate and registration certificate for medical devices with official seal. Party B should ensure the authenticity of the documents and go through yearly check in time. If there is any problem with the qualification of Party B, Party B should bear the loss or effect on Party A. If there is any change of above items, Party B should provided Party A in written form in time and provide new certificate.

6.

Both Party A and Party B should follow the rules in this agreement and supervise each other with the aim of better fulfilling of the agreement.

1.

Business indicator means the committed ordered quantity or sales volume of Party B in certain period of time.

2.

The committed ordered quantity of Party B within the validity of its dealership in above mentioned area is 100 sets.

3.

Only after Party A receives 100% payment from Party B, the ordered quantity or sales volume will be taken as Party B's sales performance.

1.

If the price of the product changed within the validity of Party B's dealership, Party A should inform Party B 10 days in advance in written form.

2.

Party B should not break the price system of Party A. If Party B needs to lower the price, it should apply to Party A in written form.

3.

Party A has the righting of pricing. Both Party A and Party B should take pricing information as commercial secretes.

4.

Prices of the products distributes by Party B including: settlement price, minimum distribution price, minimum retailing price, guide price and public quoted price.

1.

Within 3 days after Party B received products mentioned in this agreement, engineers with Party A will be responsible for production installation and on-site guidance.

2.

Warranty period of the products is one year, while life-long maintenance will be chargeable.

3.

After sale service will be responsible by Party A.

1. 

Provide products brochure;

2. 

Provide support to Party B during the ordinary sales, including human resource, information, etc.,

3. 

Keep Party B with the latest products information and sales policies;

4. 

Products training and market support;

1.

During the term of this agreement, Party B can not sell competitive products;

2. 

Do not disclose the content of this agreement;

3. 

Report to Party A about the market dynamic of competitors;

4. 

Can not sell products across district without written permission of Party A;

6. 

Can not do any hostile completive sales activities;

7. 

Report to Party A the biding information in Party B's district.

8.

If the customer need to investigate the situation of the products, Party B should notice Party A in advance for arrangement.

I.

This support is for the exhibitions, promotion events and academic meetings in the sales area belongs to Party B.

2.

Party B will pay their own fees if Party B decide to join the above said events. Party A can decide whether provide product models for Party B according to the market requirement and Party B should pay the logistic fee.

3.

If Party B need Party A to provide technical support, all the related fees belong to Party A.

1.

The training is Party A's responsibility.

2. 

The products training will be divided into 4 parts and will be finished in 4 months.

3.

Before the due date, if Party B requires more training content and times, they must provide written applications.

1.

Marketing Dept: response to the products exhibitions and trainings;

2.

District Managers: Manage and coordinate the distributors in the same district, responsible for the training of sales skill;

3.

Offices: Coordinate the ordinary sales of Party B and supervise the sales volume promised by Party B. Provide materials and technical support to the sales of Party B and provide the initial products training.

4.

Party B can provide advice to Party A and ask for assistance.

Party A’s signature: /s/ Zhao Qing Ping

Party B’s signature: /s/ Chen Ping

Date: November 1, 2010