EXHIBIT 10.19



 Exhibit 10.19 

RETAINER CONTRACT 
 This
RETAINER CONTRACT (the “Contract”) is entered into on April 30, 2010 in Shangri-La, China by and between: 
 Yunnan Shangri-La
Tibetan Pharmaceutical Group Limited, a company legally incorporated under the laws of People’s Republic of China, having a registered address at 53 Niwang Road, Shangri-La County, Yunnan Province, China. (hereinafter referred to as
“SHANGRI-LA”) 
 AND:

Hong Yu, a citizen of PRC with ID number 530112600104161 (hereinafter referred to as the “Hong Yu”) 

(SHANGRI-LA and Hong Yu hereinafter collectively referred to as “Parties”) 

1. PREAMBLE 
 The preamble is an integral
part of this contract. 
 WHEREAS SHANGRI-LA requires the services of Hong Yu as the Chairman of the Board of Directors; 

WHEREAS, Hong Yu agrees to provide SHANGRI-LA his full-time services as the Chairman of the Board; 

WHEREAS the parties wish to confirm their agreement in writing; 

WHEREAS the parties have the capacity and quality of exercising all the rights necessary for the conclusion and implementation of the contract herein;

 THEREFORE, THE PARTIES AGREE AS FOLLOWS: 

2. PURPOSE 
 2.1 Services

 Hong Yu agrees to assume the full-time service for SHANGRI-LA (minimum of forty (40) hours per week) as the role of the Chairman of
the Board during the entire tenure of the contract. 







 2.2 Term 

This contract is for an initial term of 36 months, renewable for an additional period of 24 months unless either party terminates it in writing at least
three (3) months prior to the expiration of the initial term; 
 3. CONSIDERATION 

3.1 Service Awards 
 In consideration of
the provision of services, SHANGRI-LA agrees to pay Hong Yu the basis compensation and a conditional Year-end award. 
 The gross amount of US
96,650.00 dollars annually is constituted by a basis compensation of US 96,650.00 dollars. 
 The basis compensation is calculated at the twelve
(12) equal rate by monthly installments consecutively with the amount of US 8,050.00 dollars, less applicable withholding taxes. 

3.2 Expenditure incurred 
 SHANGRI-LA
will reimburse Hong Yu all reasonable expenses incurred in connection with this Contract, upon presentation of appropriate documentation; 

3.3 Terms and conditions of payment 

3.3.1 The sum of US 8,050.00 dollars (less applicable withholding taxes) shall be paid on the
6th of each month. 

3.3.2 Expenses will be reimbursed upon presentation of an expense account on the 24th of each month. 

4. SPECIAL PROVISIONS 
 4.1
Obligations of SHANGRI-LA 
 SHANGRI-LA agrees and undertakes to bring Hong Yu with collaboration and will provide necessary information to
ensure the full and faithful discharge of services to be rendered; 
 4.2 Obligation of Hong Yu 

Hong Yu agrees and undertakes to provide for services in a professional manner, according to the rules generally accepted by industry. 







 4.3 Commitment to confidentiality and nondisclosure 

Hong Yu recognizes that any confidential information disclosed by SHANGRI-LA shall be of considerably strategic importance, and therefore only use the
said confidential information for purposes of this contract. During the term of this Contract and for a period of 36 months following the end of it, Hong Yu is committed to SHANGRI-LA to: 

a) keep confidential and not disclose the information; 

b) take and implement all appropriate measures to protect the confidentiality of the information; 

c) not disclose, transmit, exploit or otherwise use for its own account or others. 

4.4 Exclusivity of service provider 

During the term of this Contract and for a period of 24 months following the end of it, Hong Yu makes a commitment to SHANGRI-LA that it shall not render
services to or for direct or indirect competitors of SHANGRI-LA. 
 4.5 Relationship between the parties 

Neither party may bind the other in any way whatsoever to anyone, except for the provisions in accordance with the contract herein. 

4.6 Representations and Warranties of Hong Yu 

Hong Yu represents and warrants to SHANGRI-LA that: 

a) he has the capacity required to undertake under this contract, and such capacity is not limited to any commitment to another person; 

b) he has the expertise and experience required to execute and complete the its obligations under this contract; 

c) he will render services in an efficient and professional manner, according to the rules generally accepted by industry; 

4.7 Termination of Contract 
 Either
party may terminate this contract at any time, upon presentation of a 60 days notice given to the other party. Amounts due and options purchases of shares will be delivered when calculated on a pro-rata to the time elapsed since the last payment or
the last delivery of stock options. 







 5. GENERAL PROVISIONS 

Unless specific provision to the contrary in this Agreement, the following provisions shall apply: 

5.1 Force Majeure 
 Neither party can be
considered default under this contract if the performance of its obligations in whole or in part is delayed or prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and absolutely
impossible to fulfill an obligation. 
 5.2 Severability 

If any provision of this Contract is held invalid by a competent court, the validity of the remainder of this Contract will not be affected, and the
rights and obligations of the parties will be construed and enforced as if this Contract did not contain the invalid provision. The provisions of this Contract are severable. 

5.3 Notices 
 Any notice to a party is
deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address listed at the beginning of this contract or any other address that the party may indicate a similar
notice to another party. A copy of any notice sent by mail must be sent by one mode of delivery mentioned above. 
 5.4 Titles

 The headings used in this contract are only for reference and convenience only. They do not affect the meaning or scope of the provisions
they designate. 
 5.5 No Waiver 

The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be construed as a waiver of such right or
remedy. 
 5.6 Rights cumulative and not alternative 

All the rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other
right. 
 5.7 Totality and entire agreement 

This contract represents the full and entire agreement between the parties. No statement, representation, promise or condition not contained in this
agreement can and should be allowed to contradict, modify or affect in any manner whatsoever the terms thereof. 







 5.8 Contract Amendment 

This contract may be amended only in writing signed by all parties. 

5.9 Gender and Number 
 All words and
terms used in this agreement shall be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract. 

5.10 Assignable 
 Neither party may
assign or otherwise transfer to any third party or of his rights in this contract without the prior written permission of the other party to that effect. 

5.11 Computation of time 
 In computing
any period fixed by the contract: 
 a) the day that marks the starting point is not counted, but the terminal is; 

b) non-juridical days (Saturdays, Sundays and holidays) are counted; 

c) when the last day is not legal, the deadline is extended to the next juridical day. 

5.12 Currencies 
 All sums of money under
this contract refer to US Dollars. 
 5.13 Applicable Laws 

This contract is subject to the laws of the People’s Republic of China. 

5.14 Arbitration 
 Any dispute arising
from or in connection with this contract shall be submitted to CIETAC, South China Sub-Commission for arbitration which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration.
The arbitral award is final and binding upon both parties.
 5.15 Copies 

When initialed and signed by all parties, each copy of this contract shall be deemed an original, but these examples do not reflect all one and the same
agreement. 







 5.16 Scope of Contract 

This contract binds the parties and their successors, heirs and assigns, respectively. 

5.17 Solidarity 
 If a party consists of
two or more persons, they are forced and severally liable to the other party. 
 5.18 Time is of Essence 

If a party must fulfill an obligation under this contract within a specified time, the passage of time will effectively be part of this notice.

 6. EFFECTIVE DATE OF CONTRACT 

This Agreement shall enter into force on April 30, 2010 

SIGNED BY THREE (3) copies, 
 IN THE CITY
OF SHANGRI-LA
 DATED April 30, 2010 
  

			
	Yunnan Shangri-La Tibetan Pharmaceutical Group Limited


			
		
	By:	 	Hong Yu (Signature)
	Name:	 	Hong Yu
	Title:	 	Chairman
	
	 Hong Yu
 Hong Yu
(Signature)