0001144204-06-037696 Sample Contracts

Dated 23 March 2004 POLY TECHNOLOGIES, INC. and ITALIAN MOTORS (SALES & SERVICE) LTD and FERRARI S.p.A EQUITY JOINT VENTURE CONTRACT relating to the establishment of Ferrari Maserati Cars International Trading (Shanghai) Co., Ltd.
Equity Joint Venture Contract • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

Poly Technologies, Inc., a limited liability company incorporated under the laws of the PRC with its registered office at 11/F Poly Plaza, 14 Dongzhimen Nandajie, Dongcheng District, Beijing, PRC (“Poly Technologies”) and whose legal representative is Mr Chen Hong Sheng (Chairman of the board whose nationality is Chinese);

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CONVERSION AGREEMENT
Conversion Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

This Conversion Agreement is dated as of July 26, 2006 (the “Conversion Agreement”) by and among the persons listed on the signature page hereto (each a “Lender” and collectively, the “Lenders”), on the one hand, and XACT AID, Inc., a Nevada corporation (the “Company”), on the other hand. The Lenders and the Company are collectively referred to herein as the “Parties.” This Conversion Agreement is made with reference to the following:

Dated 15 July 2006 XACT AID, INC. and HAPPY EMERALD LIMITED
Consultancy Services Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations • Hong Kong

WHEREAS the Company wishes the Consultant to provide certain services to the Group (as hereinafter defined) in connection with its business operations and the Consultant is willing to provide such services in accordance with the terms and conditions set out herein.

DEED OF INDEMNITY
Deed of Indemnity • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
CONVERSION AGREEMENT
Conversion Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

This Conversion Agreement (the “Agreement”) is made and entered into as of this day of September 5, 2006, by and between Xact Aid, Inc., a Nevada corporation, (the “Company”) and Edward Withrow III, (the “Holder”) the Holder and the Company are collectively referred to herein as the “Parties.” This Conversion Agreement is made with reference to the following:

Re: Letter of Variation to “Import and Distribution Agreement” dated January 1, 1992.
Import and Distribution Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

WHEREAS - a continuous Agreement, the “Import and Distribution Agreement” dated January 1, 1992, exists between FERRARI and ITALIAN MOTORS, for the territory of Hong Kong and Macau;

Dated 4 November 2004 AUTO ITALIA LIMITED And FERRARI MASERATI CARS INTERNATIONAL TRADING (SHANGHAI) CO, LTD. SERVICES AGREEMENT
Services Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations
Italian Motors (Sales and Service) LTD
Import Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

We herewith confirm our understanding that, as from the Effective Date (as hereinafter defined), the territory of the People’s Republic of China shall no longer be a territory for which the provisions of the Agreement apply. Italian Motors shall therefore, as from the Effective Date (as hereinafter defined), no longer be entitled to import and/or distribute Contract Products (as defined in the Agreement) in the territory of the People’s Republic of China based on the Agreement or otherwise.

DATED THE 31ST DAY OF MARCH 1993
Shareholder Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations • Hong Kong

Happyland Company Limited whose registered office is situate at First Floor - B, 46 Bonham Strand, Hong Kong and which is a company limited by shares incorporated in Hong Kong (together the “Existing Shareholders”); and

IMPORT AGREEMENT ITALIAN MOTORS (Service & Sales) Hong Kong 01.01.1992 — 31.12.1992
Import and Distribution Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

the resale and delivery of CONTRACT AUTOMOBILES to end users, the warranty, non—warranty and free service on Ferrari passenger cars and the resale of FERRARI ORIGINAL PARTS, through the RETAIL NETWORK,

Dated: 30 December 2005 ITALIAN MOTORS (SALES & SERVICE) LTD and FERRARI S.p.A. EQUITY INTEREST TRANSFER AGREEMENT in respect of Ferrari Maserati Cars International Trading (Shanghai) Co., Ltd.
Equity Interest Transfer Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

Unless expressly provided otherwise or the context otherwise requires, the terms in bold text in the Chinese version of this Agreement, and the terms with capitalised initials in the English version of this Agreement have the meanings ascribed to them in Part A of Schedule 1.

Re: Importship Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st 1996 between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A. (“Maserati”)
Importship Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations

This letter is issued in duplicate, if you agree with and consent to the terms of this letter, please sign the originals and we’ll then return one of the originals to you.

SERVICE AGREEMENT
Service Agreement • September 8th, 2006 • Xact Aid Inc • Pharmaceutical preparations • Hong Kong
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