TERM SHEET Investment in China Medical Data Services Ltd. This term sheet describes the key terms upon which a to-be formed parent company to China Medical Data Services Ltd. (the "Company") will issue securities ("Financing") to a to be identified entity controlled by Dr. Richard Merkin (the "Investor," and together with the Company, the "Parties"). The Senior Note purchase agreement will reflect that the Financing will close but funds and Senior Note will not be released until there exists a signed agreement between Asia Gateway Healthcare Information Technology and any governmental party under the jurisdiction of the Ministry of Human Resources and Social Security of the P. R. China, having a value of no less than RMB I million, for use of the Asia Gateway Healthcare Insurance Information Processing And Analytics System [to be discussed]. This document is not intended to be a binding agreement of the signatories hereto with respect to the subject matter hereof, except for the provisions contained in Section II. A binding agreement with respect to the proposed terms and conditions in Section I would be subject to, among other things, the Conditions set forth herein. Until execution and delivery of definitive agreements, any signatory shall have the absolute right to terminate all negotiations for any reason without liability therefor except with respect to the provisions contained in Section II. All dollar amounts stated herein are in US dollars. The Parties agree to abide by all applicable law, including laws of the People's Republic of China that apply to the Company's business and all applicable securities laws, in connection with the negotiation of this term sheet, due diligence and issuance and purchase of shares. Section 1. Non-Binding Proposal of Terms and Conditions Topic Agreement The Company and its Subsidiary [Insert description of holding co] China Medical Data Services Ltd., a company registered in Hong Kong, is owned 100%