Unassociated Document


    China
Yongxin Pharmaceuticals Inc.

    927
Canada Court

    City of
Industry, California 91748

    


    


     [_______],
2010

    


    


    


    To:   [______]

     

    
      	
            	
              Re:

            	
              China Yongxin
      Pharmaceuticals Inc. Board of Directors – Acceptance
      Letter

            


    

    


    Dear
[_____]:

    


    China
Yongxin Pharmaceuticals Inc., a Delaware corporation (the “Company”), is pleased
to offer you a director position on its Board of Directors (the
“Board”).  The business and affairs of the Company shall be managed
under the direction of the Board, in accordance with Delaware law and the
Articles of Incorporation (as amended) and Bylaws (as amended) of the
Company.  The Board will meet regularly and as frequently as once a
month.

    


    Should
you chose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company regarding certain terms and
conditions relating to the services you are to provide as a
director.

    


    1.           Term.  The terms of this
agreement will apply for as long as you serve as a director on the
Board.  Your term as director will begin upon formal appointment by
the Board of Directors, and will continue until your successor is duly elected
and qualified.   The Company’s Board of Directors is re-elected
each year at the annual shareholder’s meeting and upon re-election, the terms
and provisions of this agreement shall remain in full force and
effect.

    


    2.           Services
and Compensation.  You agree to
render services in the area of managing or directing the business and affairs of
the Company in accordance with Delaware law and the Articles of Incorporation
(as amended) and Bylaws (as amended) of the Company (hereinafter your “Duties”).
You shall consult with other members of the Board at meetings held monthly at
locations designated by the Chairman of the Board of the Company.  You
may be appointed by the Board or Chairman to serve on one or more board
committees (Compensation, Audit and/or Nominating), and you agree to serve on
those committees.  In consideration for your service as a member of
the Board, the Company agrees to pay you an annual compensation of USD [____]
(the “Annual Compensation”) and in connection with your agreement to join the
Board you will also be eligible to receive restricted stock or stock option
award for the purchase of up to [____] shares (subject to appropriate adjustment
in the event of reverse stock splits or similar events that occur after the date
of this letter) of the Company’s common stock through an incentive stock option
plan to be adopted by the Company.  The restricted stock or stock
option will be subject to vesting, consistent with similar awards granted to
other directors on the Board.  Your Annual Compensation shall be paid
in a manner consistent with compensation to all directors on the Board, as
determined by the Board of Directors.  Your compensation as a director
in any future periods is subject to the determination of the Board of Directors,
and may differ in future periods should you continue to serve on the
Board.

     

    
      
        
          Board of
Directors Offer Letter

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.           Services
for Others.  You shall be free
to represent or perform services for other organizations or persons during the
term of this agreement.  However, you agree that you do not presently
perform and do not intend to perform, during the term of this agreement, similar
Duties, consulting or other services for companies whose businesses are or would
be, in any way, competitive with the Company (except for companies previously
disclosed by you to the Company in writing).  Should you propose to
perform similar Duties, consulting or other services for any such company, you
agree to notify the Company in writing in advance (specifying the name of the
organization for whom you propose to perform such services) and to provide
information to the Company sufficient to allow it to determine if the
performance of such services would conflict with areas of interest to the
Company.

    


    6.           No
Assignment.  Due to the
personal nature of the services to be rendered by you, this agreement may not be
assigned by you without the prior written consent of the Company.

    


    7.           Confidential
Information; Non-Disclosure.  In consideration
of your access to the premises of the Company and/or you access to certain
Confidential Information of the Company, in connection with your business
relationship with the Company, you hereby represent and agree as
follows:

    


    a.           Definition.  For purposes of
this agreement the term “Confidential Information” means:

    


    i.           Any
information which the Company possesses that has been created, discovered or
developed by or for the Company, and which has or could have commercial value or
utility in the business in which the Company is engaged; or

    


    ii.           Any
information which is related to the business of the Company and is generally not
known by non-Company personnel.

    


    iii.           By
way of illustration, but not limitation, Confidential Information includes trade
secrets and any information concerning products, processes, formulas, designs,
inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas,
improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.

    


    b.           Exclusions.  Notwithstanding
the foregoing, the term Confidential Information shall not include:

    


    i.           Any
information which becomes generally available to the public other than as a
result of a breach of the confidentiality portions of this agreement, or any
other agreement requiring confidentiality between the Company and
you;

     

    
      
        
          Board of
Directors Offer Letter

        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    ii.           Information
received from a third party in rightful possession of such information who is
not restricted from disclosing such information; and

    


    iii.           Information
known by you prior to receipt of such information from the Company, which prior
knowledge can be documented.

    


    c.           Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company's
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In the event you
receive any such documents or items by personal delivery from any duly
designated or authorized personnel of the Company, you shall be deemed to have
received the express written consent of the Company.  In the event
that you receive any such documents or items, other than through personal
delivery as described in the preceding sentence, you agree to inform the Company
promptly of your possession of such documents or items.  You shall
promptly return any such documents or items, along with any reproductions or
copies to the Company upon the Company's demand or upon termination of this
agreement.

    


    d.           No
Disclosure.  You agree that
you will hold in trust and confidence all Confidential Information and will not
disclose to others, directly or indirectly, any Confidential Information or
anything relating to such information without the prior written consent of the
Company, except as maybe necessary in the course of his business relationship
with the Company.  You further agree that you will not use any
Confidential Information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this agreement.

    


    10.           Entire
Agreement; Amendment; Waiver.  This agreement
expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to
the subject matter hereof. Any term of this agreement may be amended and
observance of any term of this agreement may be waived only with the written
consent of the parties hereto.  Waiver of any term or condition of
this agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this agreement.  The failure of any party at any time to
require performance by any other party of any provision of this agreement shall
not affect the right of any such party to require future performance of such
provision or any other provision of agreement.

    


    [Remainder of Page Left Blank
Intentionally]

     

    
      
        
          Board of
Directors Offer Letter

        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    The
Agreement has been executed and delivered by the undersigned and is effective as
of the date set first set forth above.

     

    
      
        	 	
                Sincerely,

                 

                 

                CHINA
      YONGXIN PHARMACEUTICALS INC.

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	
                Yongxin
      Liu

                Chief
      Executive Officer

              	 
	 	 	 	 
	 	 	 	 


      



    
      
        	AGREED
      AND ACCEPTED:	 	 
	 	 	 
	 	 	 
	  	 	 
	[______]	 	 


      

    

     

    
      
        
          Board of
Directors Offer Letter

        

      

      
        4