ex10two.htm


     

     

    
      

      

    

     

    
 

    INVESTOR
RELATIONS AGREEMENT

    


     
  

    This
Investor Relations Agreement is made this the 25th day of March 2009, between
Chesapeake Group, Inc.  (hereinafter referred to as "Consultant"), and
Tianyin Pharmaceutical Inc. (hereinafter referred to as "Corporation" and
together with Consultant, the "Parties"):

    


    


    Recitals:

    


    


    WHEREAS,
the Corporation desires to engage the services of the Consultant to perform the
Corporation's consulting services regarding all phases of the Corporation's
"Investor Relations," including broker/dealer relations as such may pertain to
the operation of the Corporation's business.

    


    WHEREAS, Consultant,
through its principals, agents and employees, has certain expertise in the
financial public relations activities, which involve corporate relations and
relationships with various financial service industry professionals, including,
but not limited to broker/dealers involved in the

    regulated
securities industry, of the nature and type contemplated by the
Corporation.

    


    


    NOW,
THEREFORE, in consideration of the premise and the mutual promises and covenants
contained herein and subject specifically to the conditions hereof, and
intending to be legally bound thereby, the parties agree as
follows:

    


    


    1.           Appointment of
Consultant

    


    The
Corporation hereby appoints Consultant, and Consultant agrees to represent the
Corporation as a non-exclusive consultant to assist the Corporation as herein
described and Consultant shall have the right during the term of this agreement
to represent to the public that it is a consultant to the
Corporation.

    


    2.           Term

    


    The term
of this Agreement shall be for six (6) months commencing on April 6, 2009
renewable by the Corporation in three (3) month periods for a total of twelve
(12) months.

    


    3.           Services Provided by
Consultant

    


    


    (a)           Consultant
will provide consulting services in connection with the Corporation's "investor
relations" dealings with FINRA broker/dealers and the investing public. (At no
time will the Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body or
self-regulating agency.) During the term of this Agreement, Consultant will
provide those services customarily provided by an investor relations firm to a
Corporation, including but not limited to the following:

    


    
      	
               
      

            	
              (1)

            	
              Aiding
      the Corporation in developing a marketing plan directed at informing the
      investing public (including institutional investors) as to the business of
      the Corporation;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Providing
      the Corporation with and in-depth marketing and advertising
      program

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    
      	
               
      

            	
              (3)

            	
              Aiding
      and advising the Corporation in establishing a means of securing
      nationwide interest in the Corporation's
  securities;

            


    

    


    
      	
               
      

            	
              (4)

            	
              Providing
      the Corporation with coaching for conference calls and road shows and
      arrange for broker/dealer presentations for investors at Consultant's
      expense;

            


    

     

    
      	 	(3) 	Helping the
      Corporation with Industry Research; 


    

    


    
      	
               
      

            	
              (f6

            	
              Aiding
      and consulting the Corporation in the preparation and dissemination of
      press releases and news announcements; and    
       

            


    

    


    
      	
               
      

            	
              (7)

            	
              Aiding
      and consulting the Corporation in the preparation and dissemination of all
      "due diligence" packages requested by and furnished to FINRA registered
      broker/dealers, the investing public, and/or other institutional and/or
      fund mangers requesting such information from the
      Corporation.

            


    

    


    (b)           The
Consultant is an independent contractor and shall have no authority to bind the
Corporation or incur other obligations on behalf of the
Corporation.

     

    (c)           The
Consultant agrees that it will only communicate regarding the Corporation to
licensed brokerage professionals and will not engage in any solicitation of the
public with regard to the Corporation or its
securities.  Notwithstanding the foregoing, the Consultant may provide
pre-approved information regarding the Crporation (i) in response to unsolicited
inquiries by the Corporation’s shareholders; (ii) to valid trade and industry
publications, newspapers and periodicals; and (iii) may otherwise engage in
communications which are normal and customary for an investor relations firm and
which do not involve solicitation of investors in connection with its role as an
investor relations firm for the Corporation.  The Consultant further
agrees that it will only disclose information regarding the Corporation that was
specifically provided to it by the Corporation for dissemination and will keep
confidential any information marked as such by the Corporation.  The
Consultant agrees that it will not make any undisclosed payments to brokers or
others and will generally act within the letter and the spirit of U.S.
securities laws, rules and regulations at all times.

    


    (d)           Neither
the Consultant nor any of its principals is subject to any sanction or
restriction imposed by the SEC, FINRA, any state securities commission or
department, or any other regulatory or governmental body or agency, which would
prohibit, limit or curtail the Consultant’s execution of this Agreement or the
performance of its obligation hereunder.

    


     
               
  

     
    

    4.     Compensation

    


    


    In
consideration for the services provided by Consultant to the Corporation, the
Corporation will provide $7500 per month cash consideration and 45,000
restricted shares, vesting 15,000 shares on execution and the balance of 7500
per month as compensation to Consultant.  This stock shall have
"piggyback" registration rights and will be included in a registration statement
in a timely manner and the Corporation will pay all legal costs for registration
of the shares, and any future registration statements.

    


    


    
      
         

      

      
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    5.           Confidentiality

    


    In the
course of the performance of this Agreement it is expected that specific
sensitive information concerning the operations of the Corporation, its
business, and/or affiliate companies shall come to the attention and knowledge
of Consultant.  In such event, Consultant will not divulge, discuss,
or otherwise reveal such information to any third parties, except third parties
employed by or consulting with the Consultant in connection with and with
respect to the services being rendered to the Corporation under this
Agreement.  All employees and consultants of the Consultant shall be
bound by the terms and conditions of this Agreement.  It shall be the
sole responsibility of the Consultant to monitor the activity of his employees
and consultants to ensure that the confidentiality terms of this agreement are
met.  The foregoing notwithstanding, Consultant may disclose
Confidential Information to the extent required by law or regulation, including
but not limited to court orders, subpoenas, civil investigative demands and
interrogatories.

    


    


    6.           Representation of
Corporation

     

    The
Corporation, upon entering into this Agreement, hereby warrants and guarantees
to the Consultant that to the best knowledge of the Officers and Directors of
the Corporation, all statements, either written or oral, made by the Corporation
to the Consultant are true and accurate, and contain no material misstatements,
or omission fact. Consultant acknowledges that estimates and projections of
performance made by the Corporation are based upon the best information
available to the Corporation and its officers at the time of said estimates and
projections. The Corporation acknowledges that the information it delivers to
the Consultant will be used by the Consultant in preparing materials regarding
the Corporation’s business, including but not necessarily limited to, its
financial condition, for dissemination to the public. Therefore, in accordance
with Section 7, the Corporation shall hold the Consultant harmless from any and
all errors, omissions, misstatements, except those made in a negligent or
intentionally misleading manner in connection with all information furnished by
the Corporation to Consultant.      

     

    7.           Limited
Liability

    


    With
regard to the services to be performed by the Consultant pursuant to the terms
of this Agreement, the Consultant shall not be liable to the Corporation, or to
anyone who may claim any right due to any relationship with the Corporation, for
any acts or omissions in the performance of services on the part of the
Consultant, except when said acts or omissions of

    the
Consultant are due to its own misconduct or negligence.

    


    8.          
Other Engagements

    


    The
Corporation acknowledges that Consultant is and will be acting as a consultant
to other business enterprises seeking investor relations and/or other services
normally provided by Consultant and agrees that Consultant's provision of
services to such enterprises shall not constitute a breach hereof or of any duty
owed to the Corporation by virtue of this Agreement.

    


    


    9.           Termination

    


    Either
party upon the giving of not less than thirty (30) days written notice may
terminate this Agreement, delivered to the other party at such address or
addresses as set forth herein.  The thirty (30) day termination period
shall not begin until the other party has received or is deemed to have received
the notice of termination.

    


     

     

    
      
         

      

      
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    10.           Notices

    


    Any
notice or other communication pursuant hereto shall be given to a party at its
address set forth below by (i) personal delivery, (ii) commercial overnight
courier with written verification of receipt, or (iii) registered or certified
mail.  If so mailed or delivered, a notice shall be deemed given on
the earlier of the date of actual receipt or three (3) days after the date of
authorized delivery.

     

    
    

     

    
      	If to the
      Consultant: 	
              Kevin
      Holmes

              Chesapeake Group

              40 West Chesapeake Avenue, Suite 300

              Towson, MD
21204 

            


    

     

    
      	
              If
      to the Corporation:

            	
              11th
      Floor, South Tower,

              Jinjiang Times Garden,

              107 Jin Li Road West,

              Chengdu, P.R. China
  610072

            


    

    


     
    

     
                 
  

    11.           Attorney's
Fees

     

    In the
event any litigation or controversy arises out of or in connection with this
Agreement between the Parties hereto, the prevailing party in such litigation,
arbitration or controversy, shall be entitled to recover from the other party or
parties, all reasonable attorney's fees expenses and suit costs, including those
associated within the appellate or post-judgment

    collections
proceedings.

    


    12.           Arbitration

    


    Any
dispute arising under or in any way related to this Agreement shall be submitted
to binding arbitration by the American Arbitration Association in accordance
with the Association's commercial rules then in effect.  The
arbitration shall be conducted in Rockville, Maryland.  The
arbitration shall be binding on the parties and the arbitration award may be
confirmed by any court of competent jurisdiction.

    


    13.           Governing
Law

    


    This
Agreement shall be construed under and in accordance with the laws of the State
of New York. All parties hereby consent to the state of New York as the proper
jurisdiction for any such proceeding if applicable.

    


    14.           Parties
Bound

    


    This
Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this
Agreement.

    


    15.           Legal
Construction

    


    In case
any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, the
validity, illegality, or unenforceability shall not affect any other provision,
and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been in it.

     

     

     

    
      
         

      

      
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    16.           Entire
Agreement

    


    This
agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates
all prior and/or contemporaneous understandings and/or discussions between the
parties, whether written or verbal, express or implied, relating in any way to
the subject matter hereof.  This Agreement may not be altered,
amended, modified or otherwise changed in any way except by a written agreement,
signed by both parties..

    


    17.           Multiple Copies or
Counterparts of Agreement

    


    This
agreement may be executed in counterparts, each one of which shall constitute an
original and all of which taken together shall constitute one document. The
Corporation shall confirm that the foregoing is in accordance with its
understanding by signing and returning to Consultant the enclosed copy of this
agreement, which shall become a binding agreement upon Consultant's
receipt. Further,
this Agreement may be signed by the parties and copies hereto delivered to each
party by way of facsimile transmission, and such facsimile copies
shall

    be deemed
original Copies for all purposes if original copies of the parties' signatures
are not delivered.

    


    18.           Liability for
Expenses

    


    All fees
and costs incurred in relation to the services provided by the Consultant
pursuant to this Agreement shall be the responsibility of the Consultant, except
those fees and costs previously approved in writing by an Officer of the
Corporation.

    


    19.           Headings

    


    Headings
used throughout this Agreement are for reference and convenience and in no way
define by presentation, limit or describe the scope or intent of this
Agreement.

    


    


    IN
WITNESS WHEREOF, the Parties have set their hands and seal as of
the

    date
written above.

    


    Chesapeake
Group Inc.

    


    


    


    BY:
_______________________

    Kevin
Holmes,

    President/CEO 
           

    


     
                     
                   
  

    Tianyin
Pharmaceutical Co, Inc.

     

     

     

    BY: _______________________

    Guoqing Jiang

    Chairman/CEO

     

     

     


    
      
         


      

      
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