Exhibit
10.32

    


    LETTER
OF INTENT

    


    (English
Translation)

    


    Shan
Gao

    742
Shengli Blvd., Kuancheng District

    Changchun,
Jilin Province

    People’s
Public of China

    


    Re:           Proposed Acquisition of
Changchun Retail Stores

     

    The
purpose of this letter (the “Letter”) is to set forth certain nonbinding
understandings and certain binding agreements between JILIN PROVINCE YONGXIN
CHAIN DRUGSTORE LTD. (“Party A”) and SHAN GAO, an individual (“Party B”) in
connection with the matters described below.  This Letter supersedes
and replaces, in its entirety, the Framework Agreement by and among the parties
herein, dated July 18, 2010.

    


    
      	
               
      

            	
              A.

            	
              NONBINDING
      PROVISIONS.

            


    

     

    The
following paragraphs in Section A of this Letter (collectively, the “Nonbinding
Provisions”) reflect our mutual understanding of the matters described, but each
party acknowledges that the Nonbinding Provisions are not intended to create or
constitute any legally binding obligation between Party A and Party B, and
neither Party A nor Party B shall have any liability to the other party with
respect to the Nonbinding Provisions until a fully integrated, definitive
agreement (the “Definitive Agreement”), and other related documents, are
prepared, authorized, executed and delivered by and between all
parties.  If the Definitive Agreement is not prepared, authorized,
executed or delivered for any reason, no party to this Letter shall have any
liability to any other party to this Letter based upon, arising from or relating
to the Nonbinding Provisions.

     

    
      
        	 
      	
                1.

              	
                Business to be
      Acquired.  Party A and Party B agree that Party B shall
      transfer its ownership of the Changchun Pharmaceutical Distribution Center
      and its 13 retail stores (the “Business”) to Party
  A.

              


      

    

     

    
      
        	 
      	
                2.

              	
                Licenses and
      Permits.  Party B shall assist Party A with completion of
      all relevant procedures and license applications (including delivery
      license) in connection with Party A’s acquisition of the said Business.
      The acquisition shall be deemed complete when Party A receives all
      necessary licenses and
permits.

              


      

    

     

    
      
        	 
      	
                3.

              	
                Representation and
      Warranties.  Party B and the shareholders of the Business
      represent and warrant, and will represent and warrant in the Definitive
      Agreement, that Party B holds complete and legally valid right title and
      interest in the Business, including the right to transfer and dispose of
      such Business, that the Business is not encumbered by any lien, mortgage,
      pledge, security or any third-party claim, and that the Business is not
      named in any lawsuit and is not subject to any potential
      lawsuit.  Party B further represents and will represent in the
      Definitive Agreement that the basic information regarding the retail
      stores and clinics that Party B has provided thus far to Party A is true
      and complete.  Party B represents and warrants, and will
      represent and warrant in the Definitive Agreement, that Party B has the
      complete and duly authorized use rights of the said Business and its
      properties and that after the transfer of ownership is complete, Party A
      will have assumed these rights and shall have secured the long-term leases
      of the properties of the
Business.

              


      

    

     

    
      
        	 
      	
                4.

              	
                Assets and
      Liabilities.  Prior to the transfer of ownership of the
      said properties, the parties agree that Party B shall clear all cash from
      accounts and inventories from the Business.  Party B and Party
      B’s shareholders shall bear all debts incurred before the date of the
      closing of the acquisition. The parties shall confirm all debts incurred
      prior to the date of the closing of the
  acquisition.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                5.

              	
                Purchase
      Price.  The acquisition price shall be calculated based
      on the current asset value of the Business. The proposed acquisition price
      is RMB 22,920,000.

              


      

    

    


    
      
        	 
      	
                6.

              	
                No
      Termination.  Party B and the shareholders of the
      Business shall ensure that their current employees will not terminate
      employment with Party B prior to the completion of the transfer of
      ownership to Party A.

              


      

    

     

    
      	
               
      

            	
              B.

            	
              BINDING
      PROVISIONS.

            


    

     

    Upon
execution by the parties of this Letter, the following numbered paragraphs of
this Letter (collectively, the “Binding Provisions”) will constitute the legally
binding and enforceable agreement of the parties (in recognition of the
significant costs to be borne by the parties in pursuing this proposed
transaction and in consideration of their mutual undertakings as to the matters
described herein).

     

    1.         Nonbinding Provisions Not
Enforceable.  The Nonbinding Provisions do not create or
constitute any legally binding obligations between Party A and Party B, and
neither Party A nor Party B shall have any liability to the other party with
respect to the Nonbinding Provisions until a Definitive Agreement, if one is
successfully negotiated, is executed and delivered by and between all
parties.  If the Definitive Agreement is not prepared, authorized,
executed or delivered for any reason, no party to this Letter shall have any
liability to any other party to this Letter based upon, arising from or relating
to the Nonbinding Provisions.

     

    2.         Definitive
Agreement.  Party A and its counsel shall be responsible for
preparing the initial draft of the Definitive Agreement.  Party A and Party B
shall negotiate in good faith to arrive at a mutually acceptable Definitive
Agreement for approval, execution and delivery on the earliest reasonably
practicable date.  The Definitive Agreement shall not be binding on
either party until and unless it shall have been approved by Party A’s board of
directors.

     

    3.         Capital Increase; Payment of
Deposit.  Party A shall start the work on capital increase on a
date which is mutually acceptable to Party A and Party B.   Party
B shall pay a deposit of RMB 1,000,000 (“Deposit”).  Such Deposit
shall be applied toward Party A’s obligations to Party B under the Definitive
Agreement, except that:

     

    
      
        	 
      	
                a.

              	
                If
      Party A fails to complete the payment of the acquisition price within six
      months from the payment date of the Deposit, Party A shall not be entitled
      to a refund of the Deposit.

              
	 	 	 
	 
      	
                b.

              	
                If
      Party A discovers any material omission or misrepresentation in the
      documents, data, or other materials provided by Party B, Party A shall
      have the right to unilaterally terminate this Letter and/or the Definitive
      Agreement and obtain a full refund of its
  Deposit.

              


      

    

    


    The
remainder of the acquisition price shall be paid by Party A in one payment
within six months from the date of payment of the Deposit.  Upon
payment of the Deposit, Party B will immediately cease discussions with any
potential acquirer and shall not sell the Business to any third
party.

    


    4.         Access. Party B shall permit
Party A complete access to the Business’ facilities, books and records, and
those of its subsidiaries, during normal business hours and shall cause the
directors, employees, accountants and other agents and representatives
(collectively, “Representatives”) of the Business and its subsidiaries to
cooperate fully with Party A and Party A’s Representatives in connection with
its due diligence investigation of the Business and its assets, contracts,
liabilities, operations, records and other aspects.

     

    5.         Disclosure.  Except
as and to the extent required by law, without the prior written consent of the
other party, neither Party A nor Party B shall, and each shall direct its
Representatives not to, directly or indirectly, make any public comment,
statement or communication with respect to, or otherwise disclose or permit the
disclosure of the existence of discussions regarding, a possible transaction
between the parties or any of the terms, conditions or other aspects of the
transaction proposed in this Letter.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.         Confidentiality.  Each
party to this Letter agrees to maintain the confidentiality of all of the
information received from the other party and use such information only for the
purposes contemplated by this Letter; provided, however, that the
parties shall be permitted to disclose the materials and information they each
receive from the other to their respective advisors, representatives and agents
in connection with performing duties related to the transaction contemplated in
this Letter.  In the event of a termination of this Letter for any
reason, each party shall return to the other all documents (and any copies
thereof) and information provided to it by the other party.  The
obligation of confidentiality under this paragraph shall survive the termination
of this Letter.

     

    7.         Costs.  Party
A and Party B shall each be responsible for and bear all of its own costs and
expenses (including any broker’s or finder’s fees) incurred in connection with
the proposed transaction, including expenses of its Representatives, incurred at
any time in connection with pursuing or consummating the proposed
transaction.

     

    8.         Termination.  This
Letter shall expire if the proposed transaction described in this Letter does
not close prior to the one year anniversary of the date of this
Letter.

    


    [Signature Page
Follows]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    If the terms of this Letter are
acceptable to you, please sign below and return a copy to us.

    


    
      
        
          	
                   

                	 	      
                  Very
      truly yours, 

                
	 
      	 	 
      
	
                   

                	      
                  Party
      A:

                	
                  Jilin
      Province Yongxin Chain Drugstore Ltd.

                
	 
      	 	 
      
	 
      	 	
                  By:

                	
                  /s/ Yongxin Liu

                
	 
      	 	 
      	 
      
	 
      	 	
                  Name: 

                	
                  Yongxin Liu

                
	 
      	 	 
      	 
      
	 
      	 	
                  Title:

                	
                  Chief Executive Officer

                
	 
      	 	 
      
	 
      	 	
                  Date:       
      September 25, 2010

                
	 
      	 	 
      
	 
      	 	
                  (Seal)

                


        

      

    

    


    
      
        
          	
                  AGREED:

                
	 
      
	
                  Party
      B: 

                	
                  /s/ Shan Gao

                
	 
      	
                  Shan
      Gao

                
	 
      	 
      
	 
      	
                  Date: September
      25, 2010