Article 4: The Equity JV is an enterprise legal person in China and subject to Chinese legal jurisdiction and protection. The Equity JV engaged in business activities must comply with Chinese Laws, Administrative Regulations, social ethics and business ethics, shall be honest and keep faith, shall accept the supervision from government and public, shall undertake social responsibility.

Article 5: Purpose of the Equity JV: social value and commercial value maximization

Article 6: Business Scope of the Equity JV: software and hardware of Medical IT industry, deployment of personal heath records products and professional office health records management systems products and other business scope that allowed by the PRC medical industry laws and regulations.

Article 7: Production scale of the Equity JV: 100 million RMB

Article 11: JV products should be provided by Party A and Party B as shall be determined by the Board of Directors after formation, JV product brand should be that defined by JV. Company name of product should be JV name, after-sales service should from JV.

Article 14: After the initial investment capital and cooperation conditions are provided by both parties, JV will hire accountant registered in China to verify JV investment and provide capital verification report, based on which JV will issue funding certificate.

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Article 16: If an investment company with local government background invests in JV (which shall require the approval of Party A and Party B), both parties shall respectively transfer same proportion shares to this company. The other party has first right of refusal when any party sell its shares.

Article 17: JV registered capital adjustment should be approved by BOD, and submit for approval by authority and filing changes to registration department.

Article 18: The date of registration of the Equity JV shall be the date of the establishment of the board of directors of the company

Article 20: The Board of Directors is the company's highest power organization. It shall decide all major issues. Resolution of matters will enter force after getting approval from more than 4 of the 5 BOD members; however, no material actions may be approved or taken by the board at a meeting unless all board members are present and voting at such meeting (in person or by video conference).

Matters shall be decided upon through concerted agreement by the directors participating in the meetings of the Board of Directors are:

1. Amending the company's articles of association
2. Dismissing the company
3. Adjusting the registered capital of the company
4. Pledging the company's capital
5. Transferring stock rights and cooperation condition of the company by one party or several parties
6. Merging or separating the company
7. Modifying or amending the marketing plan and operating budget, as well as the required capital to fund operations.

Additional material matters to be decided upon through concerted agreement by the directors participating in the meetings of the Board of Directors may be added at any time.

Article 21: The chairman of the Board is the legal representative of the company. When failing to fulfill his obligations, the chairman of the Board shall authorize vice chairman or other directors to represent the Equity JV to fulfill the obligation for him.

Article 22: The board of directors shall convene at least monthly by video conference during the initial 2 years of operations and, thereafter, at least four meetings in person or by video conference each year (with at least one such meeting being held in the United States), called and presided over by the chairman. In case the chairman is unable to call the meeting, he or she shall authorize the vice chairman of the board or other directors of the board to call and preside over the meeting. A meeting of the board of director may be convened upon a proposal by more than one-third of the directors. At each such meeting, the board shall discuss, at a minimum together with any other agenda items, the Equity JV's operating budget and planned expenditures for the following 90 days, the Equity JV's current performance as compared to the operating budget and marketing plan and discussion of any pending requests for quotation (RFQs).

The meeting of the Board of Directors can only be held with the presence of at least 4 of the directors; however, no material actions mentioned in Article 20 may be approved or taken by the board at a meeting unless all board members are present and voting at such meeting (in person or by video conference). A director, who fails to attend the meeting of the Board of Directors for some reason shall present a certificate of entrustment entrusting another person to attend the meeting on his behalf. A resolution of the material actions from the meeting shall be passed by total members of the board of directors. The director of the board who fails to attend the meeting in person or through a proxy without a reasonable reason shall be regarded as having attended the meeting and abstained from voting.

The notice for convening the meeting of the Board of Directors shall be distributed to all the directors 10 days before the meeting. The meeting can be held through telecommunication and make decisions.

The minutes of the meeting shall be kept on file.

Article 26: A resolution made by the board of supervisors shall be subject to adoption by more than half of the supervisors.

Article 27: The Equity JV shall establish a management office which shall be responsible for its daily management.

Article 28: The Equity JV shall have 1 general manager, 2 deputy general managers. The general manager shall be hired by the Board of Directors and the deputy general managers shall be hired by the general manager and approved by the Board of Directors.

Article 29: The general manager shall be responsible to the board of directors directly, carry out the decisions of the Board of Directors and organize the daily works on operation, technology and management of the Equity JV. The deputy general managers shall assist the general manager in his work, if necessary, shall exercise the duties of general manager after being authorized by General Manager or the Board of Director.

Article 30: General Manager and deputy general manager's term of office is 1 year and shall be renewed annually by the Board of Directors.

Article 31: In case general manger, deputy general managers and other senior administrative personnel conduct graft or serious dereliction of duty, they may be dismissed at any time upon the decision of the board.

Article 32: The Equity JV shall process tax, foreign exchange and prepare financial and accounting system in accordance with the related laws, regulations and rules of the People's Republic of China and shall record in the government related department.

Article 36: The employment, recruitment, dismissal and resignation of the staff and workers of the Equity JV and their salary, welfare, labor insurance, labor protection, labor discipline and other matters shall be handled according to the China labor and social security laws and regulations.

Article 38: Through mutual consensus, cancellation or bankruptcy or others, shall in accordance with the relevant laws and procedure of the People's Republic of China to execute the termination.

Article 39: The Equity JV should be in accordance with the relevant laws and procedure of the People's Republic of china to do the liquidation if bankrupt or terminate.

Article 40: Any disputes arising from the execution of the contract shall be settled through consultations between both parities. In case no settlement can be reached through consultations, the disputes can be submitted to the China court in Equity JV register place for arbitration.

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Article 41: Chinese is the language for this agreement and its supplementary article, under the premise of failure detailed description, English can be the supplementary language.