Exhibit
10.15

     

    AMENDED AND RESTATED
SUBSIDIARY GUARANTY

     

    1.           Identification.

    


    This
Amended and Restated Guaranty (the “Guaranty”), dated as
of May __, 2010, is entered into by [_______________________], a company
organized in the People’s Republic of China (“Guarantor”), for the
benefit of the Collateral Agent identified below and the parties identified on
Schedule A hereto (each a “Lender” and
collectively, the “Lenders”).

    


    2.           Recitals.

    


    2.1           Guarantor
is a direct or indirect subsidiary of China Yongxin Pharmaceuticals Inc., a
Delaware corporation (“Parent”).  The
Lenders have made and/or are making loans to Parent (the “Loans”).  Guarantor
will obtain substantial benefit from the proceeds of the Loans.

    


    2.2           The
Loans are and will be evidenced by certain senior secured promissory Notes
(collectively, “Note” or “Notes”) issued by
Parent on January 22, 2010 pursuant to a private placement that consummated on
January 25, 2010 (the “First Closing”), and a
second private placement that consummated on March 4, 2010 (the “Second Closing”) and
on or about or after the date of this Guaranty pursuant to subscription
agreements dated at January 22, 2010, March 4, 2010 and at about the date hereof
(“Subscription
Agreements”).  The Notes are further described on Schedule A
hereto and were and or be executed by Parent as “Borrower” for the benefit of
each Lender as the “Holder” thereof.  The securities issued under the
Subscription Agreements on or about or after the date of this Guaranty are being
issued in a third closing (“Third
Closing”).

    


    2.3           In
consideration of the Loans made and to be made by Lenders to Parent and for
other good and valuable consideration, and as security for the performance by
Parent of its obligations under the Notes and as security for the repayment of
the Loans and all other sums due from Debtor to Lenders arising under the Notes
(collectively, the “Obligations”),
Guarantor, for good and valuable consideration, receipt of which is
acknowledged, has agreed to enter into this Guaranty.

    


    2.4           The
Lenders have appointed Collateral Agents, LLC, a Delaware Limited Liability
Company as Collateral Agent pursuant to that certain Collateral Agent Agreement
dated at or about the date of this Agreement (“Collateral Agent
Agreement”), among the Lenders and Collateral Agent.

    


    3.           Guaranty.

    


    3.1           Guaranty.  Guarantor
hereby unconditionally and irrevocably guarantees, jointly and severally with
any other guarantor of the Obligations, the punctual payment, performance and
observance when due, whether at stated maturity, by acceleration or otherwise,
of all of the Obligations now or hereafter existing, whether for principal,
interest (including, without limitation, all interest that accrues after the
commencement of any insolvency, bankruptcy or reorganization of Parent, whether
or not constituting an allowed claim in such proceeding), fees, commissions,
expense reimbursements, liquidated damages, indemnifications or otherwise (such
obligations, to the extent not paid by Parent being the “Guaranteed
Obligations”), and agrees to pay any and all reasonable costs, fees and
expenses (including reasonable counsel fees and expenses) incurred by Collateral
Agent and the Lenders in enforcing any rights under the guaranty set forth
herein.  Without limiting the generality of the foregoing, Guarantor’s
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by Parent to Collateral Agent and the Lenders, but
for the fact that they are unenforceable or not allowable due to the existence
of an insolvency, bankruptcy or reorganization involving Parent.

     

    3.2           Guaranty
Absolute.  Guarantor guarantees that the Guaranteed Obligations
will be paid strictly in accordance with the terms of the Notes, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of Collateral Agent or the Lenders
with respect thereto.  The obligations of Guarantor under this
Guaranty are independent of the Guaranteed Obligations, and a separate action or
actions may be brought and prosecuted against Guarantor to enforce such
obligations, irrespective of whether any action is brought against Parent
or any other Guarantor or whether Parent or any other Guarantor is joined in any
such action or actions.  The liability of Guarantor under this
Guaranty constitutes a primary obligation, and not a contract of surety, and to
the extent permitted by law, shall be irrevocable, absolute and unconditional
irrespective of, and Guarantor hereby irrevocably waives any defenses it may now
or hereafter have in any way relating to, any or all of the
following:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)  any
lack of validity of the Notes or any agreement or instrument relating
thereto;

     

    (b)  any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations, or any other amendment or waiver of or any
consent to departure from the Notes, including, without limitation, any increase
in the Guaranteed Obligations resulting from the extension of additional credit
to Parent or otherwise;

     

    (c)  any
taking, exchange, release, subordination or non-perfection of any Collateral, or
any taking, release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Guaranteed Obligations;

     

    (d)  any
change, restructuring or termination of the corporate, limited liability company
or partnership structure or existence of Parent; or

     

    (e)  any
other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by Collateral Agent
or  the Lenders that might otherwise constitute a defense available
to, or a discharge of, Parent or any other guarantor or surety.

    


    This
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by Collateral Agent, the Lenders or any other entity
upon the insolvency, bankruptcy or reorganization of the Parent or otherwise
(and whether as a result of any demand, settlement, litigation or
otherwise), all as though such payment had not been made.

    


    3.3           Waiver.  Guarantor
hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that Collateral Agent or the Lenders exhaust any right or take any
action against any Borrower or any other person or entity or any
Collateral.  Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated herein and
that the waiver set forth in this Section 3.3 is knowingly made in
contemplation of such benefits.  Guarantor hereby waives any right to
revoke this Guaranty, and acknowledges that this Guaranty is continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in the
future.

    


    3.4       Continuing Guaranty;
Assignments.  This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until the later of the indefeasible cash
payment in full of the Guaranteed Obligations , (b) be binding upon Guarantor,
its successors and assigns and (c) inure to the benefit of and be enforceable by
the Lenders and their successors, pledgees, transferees and
assigns.  Without limiting the generality of the foregoing
clause (c), any Lender may pledge, assign or otherwise transfer all or any
portion of its rights and obligations under this Guaranty (including, without
limitation, all or any portion of its Notes owing to it) to any other Person,
and such other Person shall thereupon become vested with all the benefits in
respect thereof granted such Collateral Agent or Lender herein or
otherwise.

     

    3.5          Subrogation.  Guarantor
will not exercise any rights that it may now or hereafter acquire against the
Collateral Agent or any Lender or other Guarantor (if any) that arise from the
existence, payment, performance or enforcement of such Guarantor’s obligations
under this Guaranty, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification, whether or not such
claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Collateral Agent or any Lender or other Guarantor (if any), directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security solely on account of such claim, remedy or right, unless and
until all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been indefeasibly paid in full.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.6     Maximum Obligations.
Notwithstanding any provision herein contained to the contrary, Guarantor’s
liability with respect to the Obligations shall be limited to an amount not to
exceed, as of any date of determination, the amount that could be claimed by
Lenders from Guarantor without rendering such claim voidable or avoidable under
Section 548 of the Bankruptcy Code or under any applicable state Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or
common law.

     

    4.           Miscellaneous.

     

    4.1           Expenses.  Guarantor
shall pay to the Lenders, on demand, the amount of any and all reasonable
expenses, including, without limitation, reasonable attorneys’ fees, reasonable
legal expenses and reasonable brokers’ fees, which the Lenders may incur in
connection with exercise or enforcement of any the rights, remedies or powers of
the Lenders hereunder or with respect to any or all of the
Obligations.

    


    4.2           Waivers, Amendment and
Remedies.  No course of dealing by the Lenders and no failure
by the Lenders to exercise, or delay by the Lender in exercising, any right,
remedy or power hereunder shall operate as a waiver thereof, and no single or
partial exercise thereof shall preclude any other or further exercise thereof or
the exercise of any other right, remedy or power of the Lenders.  No
amendment, modification or waiver of any provision of this Guaranty and no
consent to any departure by Guarantor therefrom, shall, in any event, be
effective unless contained in a writing signed by the Guarantor and the Majority
in Interest (as such term is defined in the Collateral Agent Agreement) of the
Lender or Lenders against whom such amendment, modification or waiver is
sought, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.  The rights,
remedies and powers of the Lenders, not only hereunder, but also under any
instruments and agreements evidencing or securing the Obligations and under
applicable law are cumulative, and may be exercised by the Lenders from time to
time in such order as the Lenders may elect.

     

    4.3           Notices.    All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (a) personally served, (b) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (c)
delivered by a reputable overnight courier service with charges prepaid, or (d)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective upon hand delivery or
delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below if delivered on a
business day during normal business hours, or the first business day following
such delivery (if delivered other than on a business day during normal business
hours), (ii) on the first business day following the date deposited with an
overnight courier service with charges prepaid, or (iii) on the fifth business
day following the date of mailing pursuant to subpart (b) above, or upon actual
receipt of such mailing, whichever shall first occur.  The addresses
for such communications shall be:

     

    
      	 
      	
              To
      Guarantor, to:

            	
              China Yongxin Pharmaceuticals,
      Inc.

              927
      Canada Court

              City
      of Industry, CA 91748

              Attn: Yongxin Liu,
      CEO

              Fax:
      (626) 581-9138

            


    

     

    With a
copy by facsimile only to:

     

    
      	 
      	 
      	
              Richardson
      & Patel, LLP

              10900
      Wilshire Blvd., Suite 500

              Los
      Angeles, CA 90024

              Attn:
      Ryan Hong, Esq.

              Fax:
      (310) 208-1154

            


    

     

    
      	 
      	
              To
      Lenders:  

            	
              To
      the addresses and telecopier numbers set

              Forth
      on Schedule A

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	 
      	
              To
      the Collateral Agent:

            	
              Collateral
      Agents, LLC

              111
      West 57th Street,
      Suite 1416

              New
      York, NY 10019

              Attn:
      General Counsel

              Fax:
      (212) 245-9101

            


    

     

    If to
Guarantor, Lender or

    Collateral
Agent, with a copy by telecopier only to:

     

    
      	 
      	 
      	
              Grushko
      & Mittman, P.C.

              551
      Fifth Avenue, Suite 1601

              New
      York, New York 10176

              Fax:
      (212) 697-3575

            


    

     

    Any party
may change its address by written notice in accordance with this
paragraph.

    


    4.4           Term; Binding
Effect.  This Guaranty shall (a) remain in full force and
effect until payment and satisfaction in full of all of the Guaranteed
Obligations; (b) be binding upon Guarantor and its successors and permitted
assigns; and (c) inure to the benefit of the Lenders and their respective
successors and assigns.  All the rights and benefits granted by
Guarantor to the Collateral Agent and Lenders hereunder and other agreements and
documents delivered in connection therewith are deemed granted to both the
Collateral Agent and Lenders.  Upon the payment in full of the
Obligations, (i) this Guaranty shall terminate and (ii) the Lenders will, upon
Guarantor’s request and at Guarantor’s expense, execute and deliver to
Guarantor such documents as Guarantor shall reasonably request to evidence such
termination, all without any representation, warranty or recourse
whatsoever.

    


    4.5           Captions.  The
captions of Paragraphs, Articles and Sections in this Guaranty have been
included for convenience of reference only, and shall not define or limit the
provisions hereof and have no legal or other significance
whatsoever.

     

    4.6           Governing Law; Venue;
Severability.  This
Guaranty shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts or choice of
law.  Any legal action or proceeding against Guarantor with respect to
this Guaranty may be brought in the courts of the State of New York or of the
United States for the Southern District of New York, and, by execution and
delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and
in respect of its property, generally and unconditionally, the jurisdiction of
the aforesaid courts.  Guarantor hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with
this Guaranty brought in the aforesaid courts and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.  If any provision of this Guaranty, or the
application thereof to any person or circumstance, is held invalid, such
invalidity shall not affect any other provisions which can be given effect
without the invalid provision or application, and to this end the provisions
hereof shall be severable and the remaining, valid provisions shall remain of
full force and effect.  This Guaranty shall be deemed an
unconditional obligation of Guarantor for the payment of money and, without
limitation to any other remedies of Lenders, may be enforced against Guarantor by summary
proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or
any similar rule or statute in the jurisdiction where enforcement is
sought.  For purposes of such rule or statute, any other document or
agreement to which Lenders and Guarantor
are parties or which Guarantor delivered to Lenders, which may be convenient or
necessary to determine Lenders’ rights hereunder or
Guarantor’s obligations to Lenders are deemed a
part of this Guaranty, whether or not such other document or agreement was
delivered together herewith or was executed apart from this
Guaranty.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or
proceeding in connection with this Agreement or any other Transaction Document
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.  Each Guarantor irrevocably
appoints Parent its true and lawful agent for service of process upon whom all
processes of law and notices may be served and given in the manner described
above; and such service and notice shall be deemed valid personal service and
notice upon each such Guarantor with the same force and validity as if served
upon such Guarantor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.7           Satisfaction of
Obligations.  For all purposes of this Guaranty, the payment in
full of the Obligations shall be conclusively deemed to have occurred when the
Obligations have been indefeasibly paid pursuant to the terms of the Notes and
the Subscription Agreements.

    


    4.8           Counterparts/Execution.  This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument.  This Agreement may be executed by facsimile
signature and delivered by electronic transmission.

    


    [THE
BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed and delivered this Guaranty, as of the date first
written above.

    


    “GUARANTOR”

    


    [___________________________________________]

    a company
organized in the People’s Republic of China

    


    
      
        
          	
                  By: 

                	
                    

                
	 
      	 
      
	
                  Its:

                	
                    

                


        

      

    

    


    This
Guaranty Agreement may be signed by facsimile signature and

    delivered
by confirmed facsimile transmission.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule

     

    Schedule
prepared in accordance with Instruction 2 to Item 601 of Regulation
S-K

     

    The
Amended and Restated Subsidiary Guaranty Agreement dated May 3, 2010 are
substantially identical in all material respects except as to the
guarantors.

     

    
      
        	
                Guarantors

              	 
      	 
      
	
                Changchun
      Yongxin Dirui Medical Co., Ltd

              	 
      	 
      
	
                Jilin
      Province Yongxin Chain Drugstore Ltd.

              	 
      	 
      
	
                Jilin
      Dingjian Natural & Health Products Co., Ltd.

              	 
      	 
      
	
                Tianjin
      Jingyongxin Chain Drugstore Ltd.

              	 
      	 
      
	
                Baishan
      Caoantang Chain Drugstore Ltd.