EXHIBIT
10.15

    


    PROXY
AGREEMENT


    


    This
Shareholder’s Voting Rights Proxy Agreement (this “Agreement”) is made and
entered into as of September 28, 2010, by and between the following parties in
Guangzhou, the People’s Republic of China (“China” or the “PRC”):.

    


    Party A
:  Guangdong Hopsun Polypeptide Biological Technology Co.,
Ltd.

    Party
B:   Dongliang Chen, Shengfan Yan

    


        Each
of Party A and Party B shall be hereinafter referred to as a “Party”
respectively, and as the “Parties” collectively.


    


    RECITALS

    


    
      	
              (1)

            	
              Party
      A is a limited liability company duly incorporated under the laws of China
      which has the expertise in the business of polypeptide-related health
      product development, sales and marketing, related technical consultation,
      etc.

            


    

    


    
      	
              (2)

            	
              As
      of the date of the Agreement Party B is the sole shareholder of Guangdong
      Xinpu Polypeptide Research Co., Ltd. (the “Company”) by holding 100% of
      equity interests.

            


    

    


    
      
        	
                (3)

              	
                Party
      B desires to grant to Party A a proxy to vote all of Party B’s shares in
      the Company for the maximum period of time permitted by
    law.

              


      

    

    


    NOW THEREFORE, the parties
agree as follows:

    


    
      	
              1.

            	
              Party
      B hereby agrees to irrevocably grant and entrust Party A, for the maximum
      period permitted by law, with all of Party B's voting rights as a
      shareholder of the Company and to vote on his behalf for all matters
      requiring shareholder approval, including but not limited to, the sale,
      transfer, pledge, or disposition of his shareholding in the Company. Party
      A shall exercise such rights in accordance with and within the limitations
      of the laws of the PRC and the Articles of Association of the
      Company.

            


    

    


    
      	
              2.

            	
              Party
      A may from time to time establish and amend rules to govern how Party A
      shall exercise the powers granted to it by Party B herein, including, but
      not limited to, the number or percentage of directors of Party A which
      shall be required to authorize or take any action and to sign documents
      evidencing the taking of such action, and Party A shall only take action
      in accordance with such rules.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                3. 

              	
                All
      Parties to this Agreement hereby acknowledge that, regardless of any
      change in the equity interests of the Company, Party B shall appoint the
      person designated by Party A with the voting rights held by Party B. Party
      B shall not transfer its equity interests of the Company to any individual
      or company (other than Party A or the individuals or entities designated
      by Party A).

              


      

    

    


    
      	
              4.

            	
              This
      Agreement has been duly executed by the Parties as of the date first set
      forth above and shall be effective simultaneously and remains valid so
      long as Party B remains the shareholder of the
  Company.

            


    

    


    
      	
              5.

            	
              Party
      B represents and warrants to Party A that Party B owns all of the shares
      of the Company, free and clear of all liens and encumbrances, with the
      exception of the pledge set on the equity interest of Party B subject to
      Equity Pledge Agreement, and Party B has not granted to anyone, other than
      Party A, a power of attorney or proxy over any of such shares or in Party
      B's rights as a shareholder of the Company. Party B further represents and
      warrants that the execution and delivery of this Agreement by Party B will
      not violate any law, regulations, judicial or administrative order,
      arbitration award, agreement, contract or covenant applicable to Party
      B.

            


    

    


    
      	
              6.

            	
              This
      Agreement may not be terminated without the unanimous consent of both
      Parties, except that Party A may, by giving thirty (30) days prior written
      notice to Party B hereto, terminate this
  Agreement.

            


    

    


    
      	
              7.

            	
              Any
      amendment and/or rescission shall be agreed by the Parties in
      writing.

            


    

    


    
      	
              8.

            	
              The
      execution, validity, construction and performance of this Agreement shall
      be governed by the laws of PRC.

            


    

    


    
      	
              9.

            	
              This
      Agreement has been executed in two (2) duplicate originals in English and
      Chinese, each Party has received one (1) duplicate original, and all
      originals shall be equally valid.

            


    

    


    
      	
              10.

            	
              Any
      dispute arising from, out of or in connection with this Agreement shall be
      settled through friendly consultations between the Parties. In the event
      the Parties fail to reach an agreement on the dispute within 30 days after
      either Party's request to the other Parties for resolution of the dispute
      through negotiations, either Party may submit the relevant dispute to the
      local competent arbitration committee for arbitration, in accordance with
      its Arbitration Rules. The arbitration shall be conducted in Guangzhou,
      and the language used in arbitration shall be Chinese. The arbitration
      award shall be final and binding on all
Parties.

            


    

    


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    [SIGNATURE
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    IN WITNESS WHEREOF each party
hereto has caused this Proxy Agreement to be duly executed by itself or a duly
authorized representative on its behalf as of the date first written
above.

    


    PARTY A: Guangdong Hopsun
Polypeptide Biological Technology Co., Ltd.

    


    
      
        
          
            	 
      	
                    Legal/Authorized
      Representative:___________________

                  
	 
      	
                    Name:

                  


          

        

      

    

     

    PARTY B: Dongliang
Chen

    


    
      
        
          
            	 
      	 
      
	 
      	
                    By:

                  
	 
      	 
      


          

        

      

    

     

    PARTY B: Shengfan
Yan

    


    
      
        
          	 
      	 
      
	 
      	
                  By:

                


        

      

    

     

    
      
        
        

      

      
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