Exhibit
10.33

    


    LETTER
OF INTENT

    


    (English
Translation)

    


    Liwen
Tian

    48-9
Changchun Road

    Jilin
City, Jilin Province

    People’s
Public of China

    


    Re:           Proposed Consolidation and
Acquisition of
Baokang 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 LIWEN TIEN, 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 May 15, 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
      Consolidated and Acquired.  Party A and Party B intend to
      conduct a consolidation of 12 Baokang retail stores and clinics (the
      “Business”) and establish a new company to be named (in part) Baokang
      (“New Company”) in order to further develop the drug retail market in
      Jilin Province.

              


      

    

     

    
      
        
          	 
      	
                  2.

                	
                  Representations and
      Warranties.  Party B represents and will represent 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.

                
	 
      	 
      	 
      
	 
      	
                  3.

                	
                  Consolidation of
      Business and Formation of New Company.  The parties will
      take the following actions in forming the New
      Company:
 

                  a.    
      Party A will pay a total of RMB 8,520,000 in connection with the
      consolidation of the Business, of which RMB 5,540,000 shall be paid to
      Party B as consideration, and RMB 2,980,000 of which shall be contributed
      as capital to the New Company in exchange for a 65% interest in the New
      Company.
 

                  b.   
      The parties will increase Baokang’s capital by RMB 4,585,000 by
      contributing capital according to the parties’ percentage of shares held
      in the New Company (Party A will hold 65% and Party B will hold
      35%).  After this increase, the total capital of the New Company
      shall be RMB 6,920,000.

                


        

      

    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	
              c.   
      Party A shall contribute RMB 2,980,000 in capital to the New
      Company.
 

              d.   
      Party B shall contribute RMB 1,600,000 in capital to the New
      Company.
 

              e.   
      The new capital will be used in the development of the retail business of
      the New Company in Jilin Province.
 

              f.   
       The New Company shall be legally established and shall have its own
      acconting and independent operations, which will consist solely of the
      consolidated Business.  The New Company shall bear its own
      profit and loss. The profit of the New Company shall be distributed
      according to the percentage ownership each
      shareholder.
 

              g.   
      Party A shall hold 65% of the equity, and Party B shall hold 35% of the
      equity, of the New Company.

            


    

    


    
      
        	 
      	
                4.

              	
                Management of New
      Company.  The chairman of the board of directors and the
      financial officers of the New Company shall be appointed by Party A; the
      general manager shall be appointed by Party
B.

              


      

    

     

    
      
        	 
      	
                5.

              	
                Compliance.  All
      shareholders of the New Company shall comply with the Bylaws of the New
      Company and corporate laws and other relevant rules and regulations in
      performing its duties and
obligations.

              


      

    

     

    
      	
               
      

            	
              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.  Upon such
date, Party A shall pay a deposit to Party B of RMB 500,000
(“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 its agreed capital contribution
      to the New Company within the time provided by the Definitive Agreement,
      Party A shall forfeit the
Deposit.

              


      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                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.

              


      

    

     

    
      
        	
                 
      

              	
                c.

              	
                If
      Party B unilaterally breaches or terminates the binding portions of this
      Letter or the Definitive Agreement, as liquidated damages, Party B shall
      pay double the amount of the deposit to Party
A.

              


      

    

     

    The
remainder of the capital contributions and payments shall be made by Party A and
Party B 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 or agree to sell any
part of the Business to any third party.

     

    4.         Access. Party B shall permit
Party A complete access to the Baokang 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 Baokang and its subsidiaries to cooperate fully with Party
A and Party A’s Representatives in connection with its due diligence
investigation of Baokang and Baokang’s assets, contracts, liabilities,
operations, records and other aspects of its business.

     

    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

                  


          

        

      

    


    
      
         


      

      
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                  Title:

                	
                  Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	
                  Date:

                	
                  September
      25, 2010

                
	 
      	 
      	 
      
	 
      	 
      	
                  (Seal)

                


        

      

    

    


    
      
        
          	
                  AGREED:

                
	 
      
	
                  Party
      B: 

                	
                  /s/ Liwen Tian

                
	 
      	
                  Liwen
      Tian

                
	 
      	 
      
	 
      	
                  Date:    
       September 25,
2010

                


        

      

    

     

    
      
         


      

      
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