GEMINI GLOBAL ADVISORS

(GGA)

AND

JIMMY YU CHOWFAN
(JYZ)

AGENCY AGREEMENT

AGENCY AGREEMENT
THIS AGREEMENT IS MADE ON PARTIES: August 10, 2010

Gemini Global Advisors Limited Level 3, Three Pacific Place, 1 Queens Road East, Central, Hong Kong(GGA) Jimmy Yu Zou Your address (JYZ)

AND

OPERATIVE PROVISIONS

1.

Definitions
1.1

Capital Investors means any entity/person(s) referred by JYZ to GGA who provide a Financial Benefit to Gemini Global Medical Fund(the Fund). Financial Benefit means, equity investment, provision of debt financing, issue of shares, rights, options or any other form of security and any other transaction venture or arrangement where any form of financial consideration passes to the Fund (or the Fund's related entities or associates (for example an SPV));

1.2

2.

Appointment and grant

2.1

GGA appoints JYZ as its agent for the purpose of JYZ referring Capital Investors to GGA subject to the stipulations of this Agreement. JYZ accepts the appointment.

2.2

3.

Exclusivity
3.1

The engagement of JYZ by GGA is exclusive.

4.

Commencement 4.1 This agreement commences on the date stated at the head of this agreement.

5.

Duration 5.1 The term of this agreement is one month from the date stated at the head of this agreement.

6.

JYZ - functions and responsibilities 6.1 JYZ shall: 6.1.1 6.1.2 use its best endevours to introduce Capital Investors to GGA; maintain the confidentiality of any information or data concerning the Fund and its business and affairs that is not generally known or in the public domain or which has the characteristics of confidentiality except when disclosure is expressly permitted by GGA in the furtherance of introducing Capital Investors; act in good faith in its dealings with GGA.

6.1.3

7.

GGAs functions and responsibilities 7.1 GGA shall: 7.1.1 provide JYZ with all reasonable forms of assistance that are necessary or conducive to JYZ performing its duties and discharging its responsibilities under this Agreement; provide JYZ with promotional and technical materials to allow JYZ to introduce Capital Investors;

7.1.2

7.2

During the term of this Agreement, GGA must not: 7.2.1 attempt to deal with an entity referred by JYZ to its exclusion however it is intended that once JYZ makes a referral GGA will be free to make contact with the referral as it sees fit for the purpose of negotiating an arrangement.

7.2.2

seek, solicit, or procure any Financial Benefit from a Capital Investor contrary to the rights of JYZ set out in this agreement;

8.

Agency fee and benefits on successful closing 8.1 8.2 8.3 GGA agrees to pay to JYZ 5% of the total amount of the Financial Benefit raised by JYZ GGA shall appoint JYZ as a board of advisors to the Fund and pay a salary that is suitable for JYZs roles and responsibilities. GGA shall entitle JYZ to receive 0.5% of revenue generated by those clinics invested by the Fund in Guangdong province.

9.

Breach and indemnity 9.1 In the event of a breach of the terms of this Agreement by JYZ, GGA shall be entitled to an injunction restraining JYZ from committing any breach of this Agreement without showing or proving any actual damage sustained by GGA. JYZ hereby indemnifies GGA in respect of all damages flowing from any breach of this Agreement by JYZ or any related company or entity, director or related person of JYZ.

10. Assignment 10.1 10.2 JYZ is not permitted to assign the rights conferred on it by this Agreement to another entity without the express consent of GGA. GGA is not permitted to assign the rights conferred on it by this Agreement to another entity without the express consent of the JYZ.

11. Termination 11.1 Either party may terminate this agreement at any time by providing the other party with 1 week written notice.

12. Post-termination obligations

12.1 If this Agreement is terminated for any reason, the following stipulations apply: 12.1.1 12.1.2 12.1.3 JYZ must deliver up to GGA all of the documents and advertising and promotional material of GGA; JYZ must cease using any intellectual property of GGA; and JYZ must not hold itself or represent itself as the agent of GGA.

13. Choice of law and choice of forum 13.1 This agreement is governed by the laws of Hong Kong SAR

14. Entire agreement 14.1 This agreement contains the entire agreement of the parties concerning its subject matter. 14.2 JYZ acknowledges to GGA that it has not relied on any oral or written representations made by or on behalf of GGA as a material inducement to enter into this agreement. 14.3 This agreement supersedes any prior agreement between the parties concerning the agency but does not affect any accrued and unperformed obligations of the parties that are not replaced by any stipulation of this agreement.

15. Variation of agreement 15.1 This agreement and any of its obligations may be varied only by an instrument signed by or on behalf of the parties.

16. Independence and severability 16.1 16.2 Every stipulation of this agreement is independent of the others and has substantive effect. If any stipulation of this agreement is declared to be void or ineffective by any order or decree of any court, tribunal or other competent authority, then:

16.2.1 16.2.2

that stipulation is taken to be removed from this agreement. the parties must negotiate for a lawful stipulation or stipulations to replace that declared void or ineffective; and the parties must adjust the remaining stipulations of this agreement to achieve the purposes of this agreement as closely as possible to the original intention of the parties.

16.2.3

17. Execution This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart where on the same instrument.

Executed as a Agreement By Gemini Global Advisors Limited

Representative Director

By Jimmy

Chow