Pledge Agreement

Equity Pledge Agreement







By and among





The Indivudual Shareholders of Shanghai Atrip Medical Technology Co., Ltd.





Anhante (Beijing) Medical Technology Co., Ltd.





and





Shanghai Atrip Medical Technology Co., Ltd.









April 14, 2008








Equity Pledge Agreement






EQUITY PLEDGE AGREEMENT



THIS EQUITY PLEDGE AGREEMENT (hereinafter referred to as "this Agreement") is entered into in Shanghai, People's Republic of China ("PRC") as of April 14, 2008 by the following parties:



(1) The Individual Shareholders of Shanghai Atrip Medical Technology Co., Ltd.

(hereinafter collectively called "Party A" or "Pledgors")



Name of the

Shareholders Shareholding

Ratio ( % ) ID Card No. Contact Address
Chen Zhong 93.9 310106196809272814 Room 202, No.60 of Nong 362, Taixing Road, Shanghai

Yang Fang 4.25 320504197607243041 Room401, Building 10, Lingtang Xin Cun, Suzhou, Jiangsu Province.


(2) Anhante (Beiijng) Medical Technology Co., Ltd. (hereinafter called "Party B" or "Pledgee")



Registered Address: Suite1708E-3, Floor 17, Qingyun Dangdai Palaze, No. 9

Building, Manting Fangyuan Community, Qingyunli, Haidian District, Beijing

Legal Representative: Chen Zhong



(3) Shanghai Atrip Medical Technology Co. Ltd. (hereinafter called "Party C" or the "Company")



Registered Address: Suite 1440-6B, Hongqian Road, Changning District, Shanghai

Legal Representative: Chen Zhong



(Pledgors, Pledgee and the Company may be collectively called the "Parties" or " Each Party" respectively hereunder.)



WHEREAS,



1. The Company is a domestic company incorporated and validly existing under PRC Laws, and its business license No. is 310105000284533;

2. The Pledgors, as the PRC citizens, legally hold 98.15% of equity interests in the Company;



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Equity Pledge Agreement






3. The Pledgee, as a wholly foreign-owned enterprise, is duly incorporated and validly existing under the PRC Laws;

4. The Company signed a loan agreement (the "Loan Agreement") on April 14, 2008 with Party B and Party A. According to this agreement, Party B will entrust a local bank to grant the loan to the Company and Party A agrees to pledge all their equities in the Company as a guaranty of the repayment of the loan thereunder.

5. Party B signed a consigned management agreement the ("Consigned Management Agreement") on April 14, 2008 with Party C and Party A, and Party A agrees to pledge all their equities in Party C to Party B as a guaranty for the performance of the obligations thereunder.

6. Party B signed a technology service agreement (the "Technology Service Agreement") on April 14, 2008 with Party C and Party A, and Party A agrees to pledge all their equities in Party C to Party B as a guaranty for the performance of the obligations thereunder.

7. The Parties together with Shanghai Health Industry Development Center signed an exclusive purchase option agreement (the "Exclusive Purchase Option Agreement") on April 14, 2008, and the Parties agree that Party A shall pledge all their equities in Party C to Party B as a guaranty of the performance of the obligations assumed by Party A and Party C thereunder.


NOW THEREFORE , the Parties, through friendly negotiations, hereby enter into this Agreement with respect to the equity pledge.



1. Definitions and Interpretation


Unless otherwise provided in this Agreement, the following terms shall have the following meanings:



1.1 "PRC" refers to the People's Republic of China, excluding the HongKong Special Administrative Region, Macao Special Administrative Region and Taiwan Province.

1.2 "PRC Laws" refers to all PRC laws, administrative regulations and government rules in effect.

1.3 "Pledged Equity" refers to all the equity in the Company as provided in Article2.1.

1.4 "Main Agreements" refers to the Loan Agreement, Consigned Management Agreement, Technology Service Agreement and Exclusive Purchase Option Agreement and the Appendixes thereof (if applicable).



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Equity Pledge Agreement






1.5 "Right of Pledge" refers to the right owned by the Pledgee to be first compensated from the money converted from or the proceeds from the auction or sale of the Pledged Equity by the Pledgors to the Pledgee in the event of default of Pledgors and/or Party C, and such right shall cause the Pledgee to be entitled to the bonus arising from Pledged Equity.

1.6 "ABIC" refers to the competent Administration Bureau of Industry and Commerce with authorization in accordance with PRC Laws to register the Pledged Equity hereunder, namely, the Shanghai Changning District Bureau of Industry and Commerce where the Company has registered.

1.7 "Event of Default" refers to the event as defined in Article 8 hereunder.

1.8 "Business Day" refers to any day except Saturday, Sunday and other public holidays as permitted by PRC Laws.


2. Equity Pledge


2.1 The Parties agree that Pledgors shall pledge all 98.15% of Equities in the Company to the Pledgee as a guaranty for the performance of the obligations assumed by the Pledogors and/or the Company under each of the Main Agreements.

2.2 In case the Pledgors increase the registered capital in the Company during the term of this Agreement, such increased capital held by the Pledgors shall be equally deemed as the Pledged Equity.

2.3 In case any act conducted by the Pledgors or the Company may cause the Right of Pledge damaged so as to harm the interests of the Pledgee, the Pledgee is entitled to require the Pledged Equity to be auctioned or sold in advance and the proceeds from such auction or sale shall be used to discharge the debt secured by the Pledged Equity in advance.


3. Registration of the Pledge


3.1 Upon the execution of this Agreement, the Pledgors shall cause the Company to record the Right of Pledge in the register of shareholders and deliver it with the common seal of the Company as well as the original of equity contribution certificate of the Pledgors to the Pledgee for keeping. Within the term of this Agreement, Party B shall return the register of shareholders and equity contribution certificate to the Company for modification registration with ABIC, and the Company shall complete the modification registration within 10 days upon receipt of the register of shareholders and equity contribution certificate, and the Party A and the Company shall continue to deliver such modified register of shareholders and equity contribution certificate to Party B within 2 days following the completion of the aforesaid registration.



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Equity Pledge Agreement






3.2 The Parties agree that the Pledgors and the Pledgee will promptly cause the Pledged Equity under this Agreement to be recorded at ABIC within 3 days following the effectiveness of this Agreement, the Pledgee shall give full cooperation.

3.3 After the signing of this Agreement, the Pledgors shall in accordance with the Pledgee's written request which may be made by the Pledgee from time to time, together with the Pledgee, notarized this agreement as well as the register of shareholders with the recorded Pledged Equity in a notary public office as designated by the Pledgee, and Party A and the Company shall give assistant with respect to the notarization following the delivery of the notice with the request of notarization by Party B.


4. Representations and Warranties


4.1 Each Party under this Agreement represents and warrants to other Parties that:

(1) it has relevant power, rights and authorizations for the execution hereof, and performance of the obligations hereunder;

(2) the execution and performance of this Agreement shall not violate or conflict with any of the terms and conditions of other agreements sighed between the Parties.


4.2 The Pledgors represent and warrant to the Pledgee that:

(1) they are the legal owner of the Pledged Equity, and Yang Fang has fulfilled its obligation of capital contribution in the registered capital of the Company in accordance with the PRC Laws and the articles of association of the Company;

Mr. Chen Zhong has not paid up its capital contribution of RMB 2,565,000 to the Company (which shall be paid before April, 2008), it hereby warrants to the Pledgee that they will make full capital contribution in time in accordance ...