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Sample Business Contracts

Sales Proposal - Cheung Laboratories Inc. and HBCI Inc.

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                           CHEUNG LABORATORIES, INC.
                                  [LETTERHEAD]

                                                  September 17, 1990
Dr. Haim I. Bicher
H.B.C.I., Inc.
12099 W. Washington Blvd.,  Suite 304
Los Angeles, CA  90066

RE:      Cheung Laboratories, Inc. proposal to H.B.C.I.

The following  proposal is to set forth  certain  understanding  between  Cheung
Laboratories, Inc. (hereafter referred to as CLI) located at 9140-Guilford Road,
Columbia, MD 21046 and H.B.C.I., Inc. located 12099 Washington Blvd., Suite 304,
Los  Angeles,  CA 90066.  Specifically,  this  proposal  outlines  the terms and
conditions of the sales of CLI's  Hyperthermia  System 100A, with  consideration
given  to  H.B.C.I.,   Inc.,  for  exclusive  assignments  of  certain  patents,
technology transfer and manufacturing rights.

1. CLI will sell H.B.C.I.,  Inc. one System 100A as specified at the sales price
of $149,950 F.O.B.,  Columbia,  MD. This System 100A comes with on-site training
and installation,  free software update and CLI's limited one full year warranty
on parts and labor.

2.       CLI will credit H.B.C.I., Inc. $79,950 for the following:

     (i) H.B.C.I.,  Inc. will fully and exclusively  license without  royalties,
the patent  rights of its microwave air cooled  applicators  patent  #4332260 to
CLI.  CLI will have the right to defend the  validity and content of said patent
with H.B.C.I.  technical help.  H.B.C.I.  will retain full rights to manufacture
and sell under said patent.

     (ii) H.B.C.I.,  Inc. will fully and exclusively  license without  royalties
its patent rights of its  thermocouple  probes patent  #4369795 to CLI. CLI will
have the right to defend the validity  and content of said patent with  H.B.C.I.
technical help. CLI will consider purchase of H.B.C.I.'s thermocouples. H.B.C.I.
will retain full rights to manufacture and sell under said patent.

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     (iii) CLI will explore the possibility of jointly  developing and marketing
the POPAS System.

     (iv) Upon acceptance of this proposal, H.B.C.I., Inc. shall Federal Express
a deposit of U.S. $30,000 to CLI. September 24, 1990.

     (v)  CLI,  on a best  effort,  shall  have the  System  100A  delivered  to
H.B.C.I.,  Inc. and installed the first week of October 1990. Upon  satisfaction
of  installation  and training,  H.B.C.I.,  Inc. shall  immediately  make us the
second payment, U.S. $30,000, plus delivery, crating if needed, and insurance.

     (vi) The balance of $10,000 shall be paid to CLI by H.B.C.I., Inc. no later
than 90 days after  delivery of System  100A.  H.B.C.I.,  Inc. at its option can
submit the payment of the balance or return the Luxtron  3000  Thermometry  unit
inclusive of extensions and probes in the same condition as received.

H.B.C.I.,  Inc. shall finalize license agreements of patent rights to CLI of the
patents  contained  in a. and b. above no later than 60 days after  signing this
agreement.

If the  foregoing  is in  accordance  with your  understanding  of the terms and
conditions agreed upon between the two parties,  please sign and date below, fax
and send  back to CLI.  CLI  shall  verify  and send  back to you a copy of this
agreement,  whereupon this shall become the agreement  between the parties,  and
shall not be modified  except by writing  agreed to and executed by both parties
hereto.

                                               CHEUNG LABORATORIES, INC.




                                                By  /s/
                                                   --------------------------- 
                                                   John Mon, Marketing Manager

Agreed and Accepted this ____ day of ___________, 1990.

H.B.C.I., Inc.



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By  /s/
   ----------------------
   Haim I. Bicher, M.D.
   H.B.C.I. President


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