Unassociated Document


    
      Exhibit
10.1

       

      


       

      Independent
director contract

       

      (English
Translation)

       

      This
agreement (“Agreement”)
is entered into by and between Tongli Pharmaceuticals (USA), Inc. (the “Company”) and Zhijian Hao
(“Director”).

       

      The
Company desires to engage Director as an independent director and Director has
agreed to serve as a director of the Company and perform obligations as provided
in this Agreement.

       

      Both the
Company and the Director agree as follows:

       

      
        	
                1.  

              	
                Duties.

              


      

      Director
shall perform the following obligations:  (1) performing duties as
designated by the board of directors and (2) complying with Company’s bylaws and
obligations by laws. As an independent director, Director agrees to spend as
much time as necessary to fully perform the duties and obligations under this
Agreement.

       

      
        	
                2.  

              	
                 Term.

              


      

      This
Agreement will be effective from 1/01/2011 until 12/31/2013. After the
expiration date, the parties may renew or terminate this Agreement as
needed.

       

      
        	
                3.  

              	
                Compensation.

              


      

      Company
agreed to pay Director an annual salary of RMB 24,000, which shall be payable
monthly, and grant 30,000 shares of restricted common stock for each year he
services as a director (“Stock
Compensation”). Both parties may adjust the compensation according to
time period.

       

      
        	
                4.  

              	
                 Expenses.

              


      

      In
addition to the compensation provided in Article 3 above, the Company shall
reimburse the Director for expense incurred in connection with business trips
including tickets for flights between China and USA (economy class) and
accommodation, provided that such expenses have been approved by the Company in
writing. Director shall provide the Company with a list of expenses and
presentation of appropriate documentation for such expenses.

       

      
        	
                5.  

              	
                Confidentiality
      and Internal Placement.

              


      

      For the
purpose of performing obligations under this Agreement, Company and Director
acknowledge that by virtue of his services hereunder the Director has access to
the Company’s confidential and non-public information, include information
regarding business strategies, information system, financials and strategic
plan, etc. This information shall be the sole and exclusive property of the
Company. Director shall not disclose such information by any ways, directly or
indirectly, to individuals, companies, organization, agencies or other entities
or illegally trade on such information.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.  

              	
                Notification
      of changes of Company’s financials.

              


      

      Company
will notify Director of any adverse changes of Company’s financial as soon as
possible.

       

      
        	
                7.  

              	
                Termination.

              


      

      Either
Company or Director can terminate this Agreement upon a 10-day prior notice with
or without cause. Neither party shall initiate any legal proceedings against the
other party. If Director provides services under this Agreement for less than
one year, Director shall return half of the Stock Compensation.

       

      
        	
                8.  

              	
                Waiver.

              


      

      No waiver
of, or any breach of any provision herein contained shall be deemed a waiver of
any other provision herein contained.

       

      
        	
                9.  

              	
                Notes.

              


      

      All the
above terms shall be in writing and delivered by mail or fax to following
address:

      [                 ]

       

      
        	
                10.  

              	
                 Others.

              


      

      In the
event that any provision of this Agreement becomes or is declared unenforceable
or void, this Agreement shall continue in full force and effect without said
provision. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective successors.

       

      
        	
                11.  

              	
                Headings.

              


      

      The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.


       

      [Signature
page follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      Party A:
Tongli Pharmaceuticals (USA), Inc.

       

      By: /s/ Mingli
Yao

       

      


       

      Party B:
Director

       

      By: /s/ Zhijian
Hao

       

      


       

      Date:
January 21, 2011