Exhibit 10.1
    

    
      AMENDMENT AND AGREEMENT
    

    

    

    
      This AMENDMENT AND AGREEMENT (this “Agreement”) is
      entered into and is effective for all purposes as of December 31, 2011,
      by and between Yayi International Inc., a Delaware corporation (the “Company”),
      and Euro Pacific Capital, Inc. (the “Investor Representative”).
    

    
      WHEREAS, on September 27, 2010, the Company consummated a
      $8,920,000 financing (the “Offering”) with certain
      accredited investors (the “Investors”) whereby the Company
      issued 892 units at $10,000 per unit, with each unit consisting of a
      three-year, 9% convertible promissory note in the principal amount of
      $10,000 (collectively, the “Notes”) and a three-year Series
      F common stock purchase warrant for the purchase of 1,250 shares of the
      Company’s common stock, par value $0.001 per share (“Common
      Stock”) at an exercise price of $2.50 per share (collectively, the “Series
      F Warrants”);
    

    
      WHEREAS, on September 27, 2010, in connection with the Offering,
      the Company issued to the designees of the Investor Representative
      certain common stock purchase warrants for the purchase of an aggregate
      of 312,200 shares of Common Stock, containing terms identical to the
      Series F Warrants (the “Agent Warrants”);
    

    
      WHEREAS, on September 27, 2010, the Company entered into a
      certain Registration Rights Agreement with the Investors and the
      Investor Representative (the “Registration Rights Agreement”),
      pursuant to which the Company agreed to register the shares of Common
      Stock issuable upon the conversion of the Notes and the shares of Common
      Stock issuable upon the exercise of Series F Warrants.  If the Company
      fails to cause the registration statement registering the above
      securities (the “Registration Statement”) to be declared
      effective by the Securities and Exchange Commission (the “Commission”)
      within 180 days after the closing of the Offering (the “Effectiveness
      Date”), the Company would be subject to liquidated damages in an
      amount up to 8% of the aggregate investment amount paid by the Investors
      in the Offering (the “Liquidated Damages”);
    

    
      WHEREAS, the Company failed to cause the Registration Statement
      to be declared effective by the Commission on or before the
      Effectiveness Date;
    

    
      WHEREAS, pursuant to Section 2.8 of that certain Securities
      Purchase Agreement, dated September 27, 2010, among the Company, the
      Investors and the Investor Representative (the “Purchase
      Agreement”), each Investor duly appointed the Investor
      Representative as such Investor’s true and lawful agent and
      attorney-in-fact to, among other matters, waive any terms and conditions
      of the Purchase Agreement or any of the Transaction Documents (as
      defined in the Purchase Agreement), including, but not limited to, waive
      any negative or affirmative covenants of the Company contained in any of
      the Transaction Documents (the “Power of Attorney”); and
    

    
      WHEREAS, the Company and the Investor Representative, exercising
      the Power of Attorney on behalf of the Investors, desire to amend
      certain provisions of the Purchase Agreement, the Series F Warrants and
      the Agent Warrants on the terms set forth herein.
    

    
      NOW, THEREFORE, in consideration of the mutual covenants and
      agreements set forth herein and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby
      acknowledged, and pursuant to the applicable provisions of the Purchase
      Agreement, the parties hereby amend the Purchase Agreement, the Series F
      Warrants and the Agent Warrants and otherwise agree as follows:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      1.        Amendments.  The
      Investor Representative and the Company hereby amend the Purchase
      Agreement, the Series F Warrants and Agent Warrants as follows:
    

    

    

    
      (a)       The definition of “Series F Warrants” set forth in Section 1.1
      of the Purchase Agreement shall be deleted in its entirety and the
      following shall be substituted in lieu thereof:
    

    

    

    
      “Series F Warrants” means the Common Stock purchase warrants, in the
      form of Exhibit E, issuable to each Investor at a Closing to purchase a
      number of shares of Common Stock equal to 1,250 multiplied by the number
      of Units purchased by such Investor at an exercise price of $0.24 per
      share.
    

    

    

    
      (b)       The Initial Exercise Price Per Share set forth in the Series F
      Warrants is hereby changed to $0.24.  
    

    

    

    
      (c)       The Initial Exercise Price Per Share set forth in the Agent
      Warrants is hereby changed to $0.24.
    

    

    

    
      2.        Agreements.  In
      consideration of the amendments to the Purchase Agreement, the Series F
      Warrants and the Agent Warrants implemented hereby, the parties hereby
      agree as follows:
    

    
      (a)  Conditioned upon the execution and performance by the parties of
      the provisions of this Agreement, the Company shall have no obligation
      or liability (past, present or future) to pay the Liquidated Damages
      pursuant to Section 2(e)(ii) of the Registration Rights Agreement due to
      the Company’s failure to cause the Registration Statement to be declared
      effective by the Commission on or before the Effectiveness Date.
    

    

    

    
      3.        Ratification.  Except
      as expressly amended by this Agreement, the terms and conditions of the
      Purchase Agreement, the Registration Rights Agreement, the Series F
      Warrants and the Agent Warrants are hereby confirmed and shall remain in
      full force and effect without impairment or modification.
    

    

    

    
      4.        Power of Attorney.  The
      Investor Representative represents and warrants that: (a) the Power of
      Attorney is in full force and effect as of the date hereof; (b) it has,
      pursuant to the Power of Attorney, the full power and authority to enter
      into this Agreement and to bind each of the Investors to the terms and
      conditions hereof; and (c) has received no notice regarding and is not
      otherwise aware that any Investor has revoked or modified, or sought or
      desires to revoke or modify, the Power of Attorney with respect to such
      Investor or any Investor.  The Investor Representative agrees to
      indemnify and hold harmless the Company and its directors, officers,
      employees and agents from and against any and all losses, claims,
      damages, liabilities and expenses (including without limitation
      reasonable attorney fees and disbursements and other expenses incurred
      in connection with investigating, preparing or defending any action,
      claim or proceeding, pending or threatened and the costs of enforcement
      thereof) to which such persons may become subject as a result of any
      breach of the representation contained in this Section 4, and will
      reimburse any such persons for all such amounts as they are incurred by
      such persons.
    

    
      
        

        

      

      
        
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      5.        Conflict. In
      the event of any conflict between any of the Purchase Agreement, the
      Registration Rights Agreement, the Series F Warrants or the Agent
      Warrants and this Agreement, the terms of this Agreement shall govern.
    

    
      6.        Binding Effect.  The
      parties acknowledge and agree that this Agreement complies with all of
      the applicable terms and conditions of the Purchase Agreement, the
      Registration Rights Agreement, the Series F Warrants and Agent Warrants
      that are necessary to effect an amendment to the Purchase Agreement, the
      Series F Warrants and the Agent Warrants and therefore, upon the
      execution and delivery hereof by the parties, this Agreement shall have
      such binding effect.
    

    
      7.        Governing Law;
      Venue.  All questions concerning the construction, validity,
      enforcement and interpretation of the this Agreement shall be governed
      by and construed and enforced in accordance with the internal laws of
      the State of New York, without regard to the principles of conflicts of
      law thereof.  Each party agrees that all legal proceedings concerning
      the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement (whether brought against a party hereto
      or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and
      federal courts sitting in the City of New York.  Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the state
      and federal courts sitting in the City of New York, New York for the
      adjudication of any dispute hereunder or in connection herewith or with
      any transaction contemplated hereby or discussed herein (including with
      respect to the enforcement of this Agreement), and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any
      claim that it is not personally subject to the jurisdiction of any such
      court, that such suit, action or proceeding is improper.  Each party
      hereto hereby irrevocably waives personal service of process and
      consents to process being served in any such suit, action or proceeding
      by mailing a copy thereof via registered or certified mail or overnight
      delivery (with evidence of delivery) to such party at the address in
      effect for notices to it under this Agreement and agrees that such
      service shall constitute good and sufficient service of process and
      notice thereof.  Nothing contained herein shall be deemed to limit in
      any way any right to serve process in any manner permitted by law.  EACH
      PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND
      EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.
    

    
      8.        Counterparts.  This
      Agreement may be executed in any number of counterparts, in PDF format
      or by facsimile, each of which shall be deemed to be an original, and
      all of which taken together shall constitute one and the same instrument.
    

    
      [Signature Page Follows]
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement
      to be duly executed and delivered on their behalf as of the date first
      above written.
    

    

    

    
    	
           
        	
          
            YAYI INTERNATIONAL INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Li Liu
        
	

        	

        	
          Name: Li Liu
        
	

        	

        	
          Title: President and CEO
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          EURO PACIFIC CAPITAL, INC., as Investor Representative

          
            and on behalf of the Agent Warrant holders
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Gordon McBean
        
	

        	

        	
          Name: Gordon McBean
        
	

        	

        	
          Title: President