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                                                                  Exhibit 10.9.2

                             EQUITY PLEDGE AGREEMENT

This Equity Pledge Agreement (hereinafter referred to as this "Agreement") is
entered into by and between the following parties on June 22, 2007 in Shenzhen:

PLEDGEE:

     Party A: Shenzhen Nepstar Pharmaceutical Co., Ltd.
              Registered address: Neptunus Building A-15B, Nanshan District,
              Shenzhen

PLEDGORS:

     Party B: Feng Tu
              ID No.: 320828196810190013

     Party C: Liping Zhou
              ID No.: 310104196310262825

(Party B and Party C are hereinafter collectively referred to as "Pledgors")

Whereas:


1.   Party A is a limited liability company incorporated and registered in
     Shenzhen in accordance with law of People's Republic of China ("PRC") to
     engage in pharmaceutical wholesale, computer network technology development
     and technology consulting and service in accordance with law as approved by
     relevant governmental authorities of PRC.

2.   Party B and Party C are PRC residents. Party B holds 100% equity interest
     of Shenzhen Nepstar Management Consulting Co., Ltd., while Party C holds
     100% equity interest of Shenzhen Nepstar Information Technology Service
     Co., Ltd.

3.   Shenzhen Nepstar Management Consulting Co., Ltd. (Nepstar Building A-15C,
     Nanhai Avenue, Nanshan District, Shenzhen) and Shenzhen Nepstar Information
     Technology Service Co., Ltd. (Neptunus Building A-15D, Nanhai Avenue,
     Nanshan District, Shenzhen) are limited liability companies incorporated
     and registered in Shenzhen in accordance with PRC law and together hold 51%
     equity interest of each Regional Chain Company.

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4.   Party A entered into a Loan Agreement with Shenzhen Nepstar Management
     Consulting Co., Ltd. and Shenzhen Nepstar Information Technology Service
     Co., Ltd. on June 13, 2007 under which Party A will, through Shenzhen Ba
     Gua Ling Branch of Industrial Bank Co., Ltd., extend a loan in aggregate
     amount of Renminbi36,000,000 to Shenzhen Nepstar Management Consulting Co.,
     Ltd. and Shenzhen Nepstar Information Technology Service Co., Ltd.

5.   Party A entered into Product Supply Agreement, Trade Name License Agreement
     and Logistics Service and Information Technology Support Agreement with
     each Regional Chain Company on April 28, 2007.

Therefore, to guarantee the repayment by the borrower of the loan under the Loan
Agreement and ensure each Regional Chain Company with the borrowers as the
shareholders to perform its obligation under the Product Supply Agreement, Trade
Name License Agreement and Logistics Service and Information Technology Support
Agreement, through friendly discussion, the Pledgee and Pledgors enter into this
Agreement in accordance with the following provisions:

1.   DEFINITIONS

     Unless otherwise provided by this Agreement, the following terms shall have
     the following meaning:

     1.1  "Pledge" means the whole content as set forth in Article 2 hereof.

     1.2  "Equity" means all equity interest owned by Party B in Shenzhen
          Nepstar Management Consulting Co., Ltd. and all equity interest owned
          by Party C in Shenzhen Nepstar Information Technology Service Co.,
          Ltd.

     1.3  "Borrowers" means the Shenzhen Nepstar Management Consulting Co., Ltd
          wholly owned by Party B and the Shenzhen Nepstar Information
          Technology Service Co., Ltd. wholly owned by Party C.

     1.4  "Regional Chain Companies" means the limited liability companies
          jointly owned by the Pledgee and the Borrowers engaging in
          pharmaceutical wholesale and resale inside China as set forth in Annex
          I hereof.

     1.5  "Term of Pledge" means the period provided in Article 3.2 hereof.

     1.6  "Principal Agreements" means the Loan Agreement, Product Supply
          Agreement, Trade Name License Agreement and Logistics Service and
          Information Technology Support Agreement.

     1.7  "Breach Event" means any event as set forth in Article 7.1 hereof.

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     1.8  "Breach Notice" means the notice sent by the Pledgee to notify
          existence of any Breach Event in accordance with this Agreement.

2.   PLEDGE

     The Pledgors pledge all of their Equity in the Borrowers to the Pledgee as
     security for (i) the Borrower's obligations under the Loan Agreement and
     (ii) the obligations of Regional Chain Companies under the Product Supply
     Agreement, Trade Name License Agreement and Logistics Service and IT
     Support Agreement. The Pledge of Equity refers to the right of the Pledgee
     to get preferential repayment with the value of Equity directly or from the
     proceeds from auction or sale of the Equity pledged by the Pledgors to the
     Pledgee.

3.   SCOPE OF SECURITY AND TERM OF PLEDGE

     3.1  Scope of Security

          The scope includes obligations of each Borrower under the Loan
          Agreement and/or of each Regional Chain Company under Principal
          Agreements, including without limitation, the principal and interest
          (if any) of the loan, all payables, liquidated damage, all losses
          incurred by the Pledgee due to breach of the Borrowers and/or Regional
          Chain Companies and all expenses arising in exercise of Pledge by the
          Pledgee.

     3.2  Term of Pledge

          3.2.1 The Pledge under this Agreement shall become effective on the
               date when the pledge is recorded on the shareholders register of
               each Borrower with a term of twelve (12) years. Meanwhile, each
               party shall use its best effort to cause the Pledge hereunder to
               go through pledge registration procedures with competent industry
               and commerce administrations of the Borrowers.

          3.2.2 During the term of pledge, if the Borrowers fail to perform its
               obligation under the Loan Agreement or any Regional Chain Company
               fails to perform its contractual obligation fully in accordance
               with the Principal Agreements, the Pledgee shall have the right
               to dispose of the Pledge in accordance with this Agreement.

4.   REGISTRATION OF PLEDGE RIGHT

     4.1  In five (5) working days after the execution of this Agreement, the
          Pledgors and Pledgee shall assist with recording the Pledge hereunder
          onto shareholder
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          list of each Borrower and meanwhile go through pledge registration
          procedures with competent industry and commerce administration of each
          Borrower (if practicable).

5.   REPRESENTATION AND WARRANTY OF THE PLEDGORS

     5.1  The Pledgors are the legal owner of the Pledge Right.

     5.2  Except the Pledge created hereunder for the benefit of the Pledgee,
          the Pledgors have not created any other pledge or other encumbrance on
          the Equity.

6.   UNDERTAKINGS OF THE PLEDGORS

     6.1  During the term of this Agreement, the Pledgors undertake to the
          Pledgee for the benefit of the Pledgee:

          6.1.1 that the Pledgors will maintain legal existence of the Borrowers
               and without prior written consent of the Pledgee, neither cause
               any change to the ownership of the Borrowers nor suspend or cease
               the operation of or cancel the registration of the Borrowers;

          6.1.2 that other than holding equity interest in the Regional Chain
               Companies, without prior written consent of the Pledgee, neither
               Borrower may engage in any lending, operation and/or investment
               activity or make any increase or decrease of registered capital;

          6.1.3 that without prior written consent of the Pledgee, the Pledgors
               may not transfer the Equity, nor create or permit any pledge on
               the Equity that may affect the right and interest of the Pledgee;

          6.1.4 that without prior written consent of the Pledgee, the Borrowers
               may not transfer their equity interest in the Regional Chain
               Companies to any third party, nor create or permit any pledge on
               such equity interest that may affect the right and interest of
               the Pledgee;

          6.1.5 that the Pledgee shall be responsible for causing the Borrowers
               to first deposit any distribution or proceeds from the Regional
               Chain Companies (including dividends distributed to the equity
               interest held by the Borrowers in the Regional Companies) into a
               designated account and may not distribute such funds without
               consent of the Pledgee. Upon request of the Pledgee, such funds
               shall first be paid to the Pledgee as repayment of the loan;

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          6.1.6 that the Pledgee has the right, as it considers to be necessary,
               to request the Pledgors to transfer all or part of the Equity to
               any third party designated by the Pledgee which satisfies the
               requirements of PRC laws and regulations. The price of such
               equity transfer shall be equal to the amount of registered
               capital represented by such equity, unless then applicable PRC
               laws and regulations require evaluation of the equity or have
               other restriction with respect to the price. If the PRC laws and
               regulations applicable at the time when the Pledgee raises such
               equity transfer request in accordance with this Article require
               evaluation of the equity or have other restriction with respect
               to the price, the parties agree that the price for the equity to
               be transferred shall be the lowest as permitted by applicable
               law. When the Pledgee requests such equity transfer in accordance
               with this article, the Pledgors shall transfer their equity to
               such third party, execute all documents necessary for such
               transfer and assist to accomplish all procedures necessary for
               such transfer according to the request of the Pledgee. The price
               for equity transfer under this Article obtained by the Pledgors
               shall first be deposited into certain account as security fund
               for the loan and may not be used without written consent of the
               Pledgee. Upon request of the Pledgee, such price of equity
               transfer may first be used to repay the loan of the Borrowers
               under the Loan Agreement;

          6.1.7 that in the extent as permitted by PRC law, the Pledgee has the
               right to request the Borrowers to sell all or part of their
               equity interest in the Regional Chain Companies to the Pledgee or
               any third party designated by the Pledgee which satisfies the
               requirements of PRC laws. The price for the equity interest to be
               transferred shall be equal to the purchase price initially paid
               by the Borrowers, unless then applicable PRC laws and regulations
               require evaluation of the equity interest or have other
               restriction with respect to the price. If the PRC laws and
               regulations, applicable at the time when the Pledgee raises the
               request of equity interest transfer, require evaluation of the
               equity interest or have other restriction with respect to the
               price, the parties agree that the price for the equity interest
               to be transferred shall be the lowest as permitted by applicable
               law. When the Pledgee raises such equity interest transfer
               request in accordance with this article, the Pledgors shall cause
               the Borrowers to transfer such equity interest in the Regional
               Chain Companies, assist to accomplish relevant procedures for
               such transfer according to the request of Party A and execute
               relevant documents, as well as cause the Borrowers to use the
               price for sale of such equity interest first to repay the Pledgee
               the loan under the Loan Agreement;

          6.1.8 that if any Regional Chain Company is liquidated, the Pledgors
               shall cause the Borrowers to sell their assets distributed from
               such Regional

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               Chain Company in liquidation to the Pledgee in the price no
               higher than the purchase price for its equity in such Regional
               Chain Company, to offset debt of the Borrowers under the Loan
               Agreement at the same amount. If the asset distributed is cash,
               the Pledgors shall cause the Borrowers to first use such cash to
               repay the debt of the Borrowers under the Loan Agreement;

          6.1.9 that the Pledgors shall cause the Borrowers to grant their
               voting right in the shareholders' meeting of each Regional Chain
               Company to the Pledgee. Meanwhile, the Pledgors shall cause the
               Borrowers to grant the voting rights of the directors appointed
               by them in each Regional Chain Company to the directors appointed
               by the Pledgee in such Regional Chain Company.

          6.1.10 that the Pledgors will comply with and implement all provisions
               of laws and regulations concerning pledge on right, when
               receiving any notice, order or advice from relevant supervising
               authorities in connection with the Pledge Right, show such
               notice, order or advice in five (5) days to the Pledgee and
               comply with such notice, order or advice, or present objection
               and representation with respect to above matter upon reasonable
               request of the Pledgee or under consent of the Pledgee; and

          6.1.11 that the Pledgors will promptly notify the Pledgee of any event
               or notice received that may affect the Pledgors' Equity or any
               part of rights, as well as any event or notice received that may
               change or affect any warranty or obligation of the Pledgors under
               this Agreement.

     6.2  The Pledgors agree the right of the Pledgee to exercise the rights as
          a pledgee in accordance with this Agreement shall not be interrupted
          or deterred by the Pledgors or any successor or consigner of the
          Pledgors or any other preson through legal proceedings.

     6.3  The Pledgors undertakes to the Pledgee that to protect or perfect
          security of this Agreement for repayment of loan and performance of
          obligations under the Principal Agreements, the Pledgors faithfully
          enter into and cause other parties involved in connection with the
          Pledge Right to enter into all right certificates, agreements required
          by the Pledgee and/or take and cause other parties involved to take
          the actions required by the Pledgee and provide convenience for the
          Pledgee to exercise its rights and authorities granted by this
          Agreement.

     6.4  The Pledgors undertakes to the Pledgee that for the benefit of the
          Pledgee, the pledgors will comply with and implement all warranties,
          undertakings, agreements, representations and conditions. In case that
          the Pledgors fail to

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          implement or fail to fully implement any of its warranties,
          undertakings, agreements, representations and conditions, the Pledgors
          shall indemnify all losses caused to the Pledgee.

7.   BREACH EVENT

     7.1  The following events shall be deemed as Breach Events:

          7.1.1 that the Borrowers fail to perform all or part of their
               obligations under the Loan Agreement;

          7.1.2 that any Regional Chain Company fail to or refuse to perform all
               or party of their obligations under the Product Supply Agreement,
               Trade Name License Agreement and/or Logistics Service and IT
               Support Agreement in accordance with such agreements;

          7.1.3 that there is material misleading information or mistake with
               any representation or warranty of the Pledgors under Article 5 of
               this Agreement and/or that either Pledgor is in breach of any
               warranty under Article 5 of this Agreement;

          7.1.4 that either Pledgor is in breach of any undertakings under
               Article 6 of this Agreement;

          7.1.5 that either Pledgor is in breach of any other provision of this
               Agreement;

          7.1.6 that the Pledgors waive the Equity pledged or transfer the
               Equity pledged without written consent of the Pledgee;

          7.1.7 that any external borrowing, security, compensation,
               undertakings or other repaying liability of either Pledgor (i) is
               required to be repaid or performed ahead of expiry due to breach
               of agreement; or (ii) has been due but cannot be repaid or
               performed as scheduled which make the Pledgee considers that the
               ability of the Pledgor to perform its obligation hereunder has
               been affected;

          7.1.8 that this Agreement is held to be illegal or either Pledgor is
               unable to continue with performance of its obligations hereunder
               due to any reason other than force majeure; or

          7.1.9 that there is adverse change with property of the Pledgors which
               make the Pledgee considers that the ability of the Pledgor to
               perform its obligation hereunder has been affected.

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     7.2  When knowing or discovering existence of any event set forth in
          Article 7.1 or occurrence of any event that may result in any of above
          events, the Pledgors shall notify the Pledgee in writing immediately.

     7.3  Unless the Breach Event set forth in Article 7.1 has been resolved to
          the satisfaction of the Pledgee, the Pledgee may provide the Pledgors
          and the Borrowers a Breach Notice in writing at any time when or after
          such Breach Event occurs, requiring the Borrowers to repay any amount
          payable under the Loan Agreement and the Regional Chain Companies to
          pay any amount payable under the Product Supply Agreement, Trade Name
          License Agreement and Logistics Service and IT Support Agreement and
          perform obligations under such Agreements, or may dispose of the
          Pledge in accordance with Article 8 hereof.

8.   EXERCISE OF PLEDGE RIGHT

     8.1  To exercise the Pledge Right, the Pledgee shall provide the Pledgors a
          Breach Notice.

     8.2  Subject to Article 7.3 hereof, the Pledgee may dispose of the Pledge
          Right at the time or any time after sending the Breach Notice
          according to Article 7.3.

     8.3  The Pledgee shall be entitled to convert all or part of the Equity
          hereunder into money to offset the debts or get repayment with
          priority from the proceeds of auction or sale of such Equity through
          legal procedures, until the fees to be paid by the Regional chain
          Companies under the Product Supply Agreement, Trade Name License
          Agreement and Logistics Service and IT Support Agreement and the loan
          of the Borrowers under the Loan Agreement and any other payable
          amounts have been paid up.

     8.4  When the Pledgee dispose of its Pledge in accordance with this
          Agreement, the Pledors shall not make any hindrance but shall provide
          assistance as necessary to ensure the Pledgee's implementation of its
          Pledge Right.

9.   ASSIGNMENT OF AGREEMENT

     9.1  Without prior written consent of the Pledgee, the Pledgors are not
          entitled to confer or transfer any part or all of its rights and
          obligations hereunder.

     9.2  This Agreement is binding on the Pledgors and their respective
          successors or inheritors and is valid to the Pledgee and each
          successor, inheritor or assignee as permitted by the Pledgee.

     9.3  The Pledgee may, at any time, subject to the permission of laws,
          transfer all or

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          any of its rights or obligations under the Loan Agreement, Product
          Supply Agreement, Trade Name License Agreement and Logistics Service
          and IT Support Agreement to any person (natural person/legal person)
          designated by it. In such case, the assignee shall have and assume the
          rights and obligations of the Pledgee under this Agreement as it is a
          party hereto. To transfer its rights and obligations under the Loan
          Agreement, Product Supply Agreement, Trade Name License Agreement and
          Logistics Service and Information Technology Support Agreement, the
          Pledgee will only need to provide the Pledgors a written notice and
          the Pledgors shall enter into agreements and/or documents relevant
          with such assignment as required by the Pledgee.

     9.4  In case of change of the Pledgee due to assignment, the new parties to
          the pledge shall enter into a new pledge agreement.

10.  EFFECTIVENESS AND TERM

     This Agreement is executed on the date as set forth above and becomes
     effective on the date when the authorized representatives of the parties
     sign this Agreement respectively. This Agreement shall be binding on the
     Parties upon effectiveness.

11.   TERMINATION

     11.1 After the loan under the Loan Agreement and relevant amounts under the
          Product Supply Agreement, Trade Name License Agreement and Logistics
          Service and IT Support Agreement have been paid up and the Borrowers
          do not assume any obligation under the Loan Agreement any more and the
          Regional Chain Companies do not assume any obligation under the
          Product Supply Agreement, Trade Name License Agreement and Logistics
          Service and IT Support Agreement, this Agreement shall expire and the
          Pledgee shall cancel or terminate this Agreement within the earliest
          reasonable practical time.

     11.2 After this Agreement terminates, the rights and obligations of the
          parties under Articles 14 and 15 hereunder shall continue to be valid.

12.  COMMISSION AND OTHER EXPENSES

     12.1 All fees and out-of-pocket expenses related to this Agreement,
          including without limitation, legal expenses, document costs, stamp
          tax and any other taxes and expenses shall all be born by the Pledgee.
          If it is required by law for the Pledgors to pay relevant taxes and
          fees, the Pledgee shall reimburse all taxes and fees paid by the
          Pledgors.

13.  FORCE MAJEURE

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     13.1 "Force Majeure" means any event that is beyond the reasonable control
          of one party and is not avoidable even under reasonable attention of
          the affected party, including without limitation, governmental act,
          natural power, fire, explosion, storm, flood, earthquake, tide,
          lightening and war, provided that, the deficiency of credit, capital
          or fund-raising shall not be deemed as an event out of reasonable
          control of one party. The party affected by Force Majeure shall notify
          such exemption event to the other party.

     13.2 In the event of delay or suspension of implementation of this
          Agreement due to any Force Majeure as defined above, the party
          affected by such Force Majeure will not be required to assume any
          liability under this Agreement in the extent of delay or suspension.
          The affected party shall take appropriate measures to diminish or
          eliminate the influence of such Force Majeure and shall try to resume
          with performance of obligation delayed or suspended by such Force
          Majeure. Upon elimination of Force Majeure, the parties agree to
          resume performance under this Agreement at its best effort.

14.  CONFIDENTIAL RESPONSIBILITY

     The parties to this Agreement acknowledge and confirm that any oral or
     written materials exchanged with each other concerning this Agreement are
     confidential. All parties shall keep all of such materials in
     confidentiality and may not disclose to any third party any relevant
     material without written consent of other parties, except (a) materials
     that have been or will be known by the public (only if it is not disclosed
     by the receiving party to the public without permission); (b) materials
     disclosed as required by applicable law or rules or regulations of any
     stock exchange; or (c) materials disclosed to the legal or financial
     advisor of any party in connection with the transaction as involved herein,
     provided that such legal or financial advisor shall assume similar
     confidential responsibility as that under this provision. The disclosure by
     any employee or engaged entity of either party will be deemed as disclosure
     of such party and such party shall be liable for its breach in accordance
     with this Agreement.

15.  RESOLUTION OF DISPUTE

     15.1 This Agreement shall be governed by and interpreted according to PRC
          law.

     15.2 In event of any dispute arising among the parties concerning the
          interpretation and implementation of any provision under this
          Agreement, the parties shall resolve such dispute through discussion
          in good faith. In case of failure to discuss, any party may submit
          relevant dispute to China International Economic and Trade Arbitration
          Commission for arbitration in accordance

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          with its then valid arbitration rules. The place of arbitration shall
          be Shenzhen and the language to be used in such arbitration shall be
          Chinese. The arbitration award shall be final and binding on the
          parties.

16.  NOTICE

     Any notice sent by any party hereto for exercise or performance of its
     right or obligation under this Agreement shall be made in writing. In case
     of personal delivery, the notice will deemed to be delivered at the time
     when delivered; in case of tele-fax or facsimile, at the time of
     transmission. If the delivery date is not a business day or the delivery is
     made after business time, the next following business day of such date will
     be the delivery date. The delivery place refers to the addresses of the
     parties hereto on the first page of this Agreement or other addresses
     notified at any time in writing. In writing includes in facsimile and
     telefax.

17.  ENTIRENESS OF AGREEMENT

     The parties confirm that upon effectiveness, this Agreement constitutes the
     entire agreement and understanding of the parties hereto with respect to
     the subject matter of this Agreement and completely supersedes all prior
     oral or/and written agreement and understanding among the parties before
     this Agreement with respect to the subject matter hereof.

18.  SEVERALTY OF AGREEMENT

     If any provision under this Agreement is held to be invalid or
     unenforceable due to conflict with relevant law, then such provision shall
     be deemed to be invalid only in the extent of jurisdiction of relevant law
     and may not affect the legal effect of other provisions hereof.

19.  ANNEXES OF AGREEMENT

     The annexes attached to this Agreement are part of the Agreement.

20.  AMENDMENT AND SUPPLEMENT TO AGREEMENT

     20.1 The parties may make amendment and supplement to this Agreement
          through written agreement. With appropriate signature of the parties,
          such amendment agreement and supplementary agreement related to this
          Agreement shall be a component part of this Agreement. In case that
          there is any conflict between any amendment agreement or supplementary
          agreement entered into by the parties after this Agreement and this
          Agreement, such amendment agreement or supplementary agreement made
          later shall prevail.

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     20.2 This Agreement as well as any amendment, supplement or modification
          hereto shall be made in writing and shall become effective after
          signed and sealed by the parties.

21.  COPIES OF AGREEMENT

     This Agreement is made in Chinese with six originals. Each of Party A,
     Party B and Party C has one original, with the rest used for registration
     and filing. Each original shall have the same legal effect.

IN WITNESS WHEREOF, the parties have caused their respective legal
representative or authorized representative to sign on this Agreement on the
date set forth above as proof of credit.

[No context below]

PLEDGEE: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.


Legal Representative/ authorized representative: /s/ Simin Zhang


Seal: /s/ Shenzhen Nepstar Pharmaceutical Co., Ltd.


PLEDGOR: FENG TU


Signature: /s/ Feng Tu


PLEDGOR: LIPING ZHOU


Signature: /s/ Liping Zhou

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Annex I Regional Chain Companies

1.  Shenzhen Nepstar Chain Co., Ltd.
2.  Dalian Nepstar Chain Co., Ltd.
3.  Guangzhou Nepstar Chain Co., Ltd.
4.  Jiangsu Nepstar Chain Co., Ltd.
5.  Shandong Nepstar Chain Co., Ltd.
6.  Shanghai Nepstar Chain Co., Ltd.
7.  Sichuan Nepstar Chain Co., Ltd.
8.  Hangzhou Nepstar Chain Co., Ltd.
9.  Ningbo Nepstar Chain Co., Ltd.
10. Tianjin Nepstar Chain Co., Ltd.
11. Qingdao Nepstar Chain Co., Ltd.