0001047469-05-003737 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 14th, 2005 • China Hospitals Inc • California

THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of December 18, 2002, is by and between Liu Yaping, an individual ("PURCHASER"), and China Hospitals, Inc., a Delaware corporation ("SELLER") (collectively, the "PARTIES").

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CHINA HOSPITALS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 14th, 2005 • China Hospitals Inc • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this day of , , by and between China Hospitals, Inc., a Delaware corporation ("Company"), and (referred to herein as the "Optionee"), with reference to the following recitals of facts:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 14th, 2005 • China Hospitals Inc • California

THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of November 24, 2003, is by and between Kai-Ye Fung, an individual ("PURCHASER"), and China Hospitals, Inc., a Delaware corporation ("SELLER") (collectively, the "PARTIES").

EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2005 • China Hospitals Inc • California

THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of December 28, 2002 ("Effective Date"), by and between China Hospitals, Inc. ("Company"), and Kangmao Wang, an individual ("Employee").

Share Pledge Agreement
Share Pledge Agreement • February 14th, 2005 • China Hospitals Inc

Party B is a citizen of the People's Republic of China ("China"), and holds 0.1% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China engaging in hospital investment and management business. Party C intends to acknowledge the respective rights and obligations of Pledgor and Pledgee under this Agreement, and to provide any necessary assistance in registering the Pledge;

Exclusive Option Agreement
Exclusive Option Agreement • February 14th, 2005 • China Hospitals Inc

Party A: China Hospitals, Inc., a limited liability company organized and existing under the laws of Cayman Islands ("Cayman"), with its address at Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands;

ADVISORY BOARD AGREEMENT
Advisory Board Agreement • February 14th, 2005 • China Hospitals Inc • California

This ADVISORY BOARD AGREEMENT made as of this 18th day of November, 2003 by and between China Hospitals, Inc., a Delaware corporation, (the "Company") and Kaiye Fung, an individual (the "Advisor").

Exclusive Business Cooperation Agreement
Business Cooperation Agreement • February 14th, 2005 • China Hospitals Inc

This Exclusive Business Cooperation Agreement (this "Agreement") is made and entered into by and between the following parties on April 29, 2004 in Beijing.

Loan Agreement
Loan Agreement • February 14th, 2005 • China Hospitals Inc

This Loan Agreement (this "Agreement") is made and entered into by and between the parties listed below as of the 9th day of April, 2004 in Beijing:

Finder's Agreement
S Agreement • February 14th, 2005 • China Hospitals Inc • New York

FINDER'S AGREEMENT dated as of December 1, 2003, between China Hospitals, Inc., a Delaware corporation ("Company"), and Adamson Brothers, Inc. ("Agent").

CHINA HOSPITALS, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • February 14th, 2005 • China Hospitals Inc • Delaware

THIS STOCK OPTION AGREEMENT is made and entered into as of this day of , , by and between China Hospitals, Inc., a Delaware corporation ("Company"), and (referred to herein as the "Optionee"), with reference to the following recitals of facts:

ADVISORY BOARD AGREEMENT
Advisory Board Agreement • February 14th, 2005 • China Hospitals Inc • California

This ADVISORY BOARD AGREEMENT made as of this 18th day of November, 2003 by and between China Hospitals, Inc., a Delaware corporation, (the "Company") and Ann N. James, Ph.D., an individual (the "Advisor").

PLACEMENT AGENT WARRANT AGREEMENT
Placement Agent Warrant Agreement • February 14th, 2005 • China Hospitals Inc • New York

WARRANT AGREEMENT dated as of December 1, 2003, between China Hospitals, Inc., a Delaware corporation ("Company"), and Adamson Brothers, Inc. ("Agent").

REGISTRATION RIGHTS AGREEMENT Dated as of [ ], 2003 by and among CHINA HOSPITALS, INC. and CERTAIN INVESTORS LISTED ON THE SIGNATURE PAGE
Registration Rights Agreement • February 14th, 2005 • China Hospitals Inc • California

This Registration Rights Agreement (the "Agreement") is made and entered into as of this day of 2003 by and among China Hospitals, Inc., a California corporation (the "Company"), and the persons identified on the signature page(s) hereof (collectively, the "Investors").

ANQIU CITY PEOPLE'S HOSPITAL ASSETS TRANSFER AGREEMENT
China Hospitals Inc • February 14th, 2005

Due to the need for economic developments, the Anqiu City Committee and City Governments decided to transform the ownership system of the state-owned Anqiu City People's Hospital through the method of transferring state-owned assets, in order to bring in outside finance and advanced management system.

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