Unassociated Document


    China
Yongxin Pharmaceuticals Inc.

    927
Canada Court

    City of
Industry, California 91748

    


    March 30,
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.

    


    This
document amends and restates the original Director’s Offer and Acceptance Letter
between you and the Company dated February 25, 2010.

    


    Should
you choose to accept this position as a member of the Board, this letter shall
constitute the effective 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.  The Board anticipates that you will be appointed to
serve as the Chairman of the Audit Committee, and you agree to accept this
appointment. You may also be appointed by the Board or Chairman to serve on
one or more other board committees (Compensation and/or Nominating), and you
agree to serve on those committees.  In consideration for your service
as a member of the Board and the Chairman of the Audit Committee, the Company
agrees to pay you an annual compensation of USD 30,000 (the “Annual
Compensation”) and in connection with your agreement to join the Board you will
also be eligible to receive a stock option award for the purchase of up to
200,000 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 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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    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.


    
      
         


      

      
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    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;

    


    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.


    
      
         


      

      
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    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]


    
      
         


      

      
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    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:

              	
                /s/ Yongxin Liu

              
	 
      	
                 
      Yongxin Liu

              
	 
      	
                 
      Chief Executive Officer

              


      

    

    


    
      
        	
                AGREED
      AND ACCEPTED:

              
	 
      
	      
	
              


      

    


    
      
         


      

      
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