Unassociated Document


     

    
      Exhibit
10.38

      


      Distribution
Agreement for 2010

      


      


      
        	
                Seller: 

              	
                Shanxi
      Yabao Pharmaceutical Distribution Co., Ltd. (hereafter referred to as
      “Party A”)

              


      

      
        	
                Purchaser: 

              	
                Changchun
      Yongxin Dirui Medical Co., Ltd. (hereafter referred to as “Party
      B”)

              


      

      


      This
Distribution Agreement (the “Agreement”) is entered into by and between Party A
and Party B through negotiation.

      


      
        
          	
                  Article
      1. 

                	
                  Party
      A shall supply products to Party B according to the Product Catalogue
      provided by Party B. Party A guarantees that all products are genuine
      products that satisfy national standards.  Party A will accept
      exchange or return for any products with quality related problems, unless
      such problems are the result of improper storage or transportation by
      Party B.

                


        

      

      


      
        
          	
                  Article
      2. 

                	
                  Party
      B shall distribute Party A’s products in the designated region at prices
      that are no less than the purchase price under this Agreement. Party B
      shall make payments to Party A on time, otherwise, Party A shall have the
      right to stop supplying products to Party
B.

                


        

      

      


      
        	
                Article
      3. 

              	
                After
      Party B pays the purchase price for the products, Party A shall pay the
      applicable rebate to Party B.

              


      

      


      
        
          	
                  Article
      4. 

                	
                  Party
      B shall distribute Party A’s products in Jilin Province. Party B has the
      obligation to provide Party A with access to Party B’s online order
      tracking system.

                


        

      

      


      
        
          	
                  Article
      5. 

                	
                  Party
      B agrees to purchase from Party A products with an aggregate purchase
      price of RMB 27 million during 2010, including RMB 10 million for Ding Gui
      Er Qi Tie and RMB 17 million for other
products.

                


        

      

      


      
        	
                Article
      6. 

              	
                Party
      B agrees to complete payment of the above agreed amount by December 31,
      2010.

              


      

      


      
        
          	
                  Article
      7. 

                	
                  Party
      A agrees to pay rebate to Party B if Party B fulfills its obligation under
      Articles 4, 5 and 6 by February 28,
2011.

                


        

      

      


      
        
          	
                  Article
      8. 

                	
                  Any
      dispute arising from the performance of this Agreement shall be resolved
      through negotiation. If no resolution can be reached through negotiation,
      the dispute shall be submitted to a court of law at Party A’s
      location.

                


        

      

      


      
        
          	
                  Article
      9. 

                	
                  This
      Agreement shall be executed into three duplicate originals. Party A holds
      two duplicate originals; Party B holds one duplicate original. All
      duplicate originals shall have the same legal effect. This Agreement shall
      become effective upon execution of both
parties.

                


        

      

      


      


      
        	
                Party
      A: 

              	
                /s/
      [signature of authorized
representative]

              


      

      Shanxi
Yabao Pharmaceutical Distribution Co., Ltd. (corporate seal)

      


      
        	
                Party
      B: 

              	
                /s/
      [signature of authorized
representative]

              


      

      Changchun
Yongxin Dirui Medical Co., Ltd. (corporate seal)

      


      Date:
January 27, 2010