[R E C I T A L S NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Amendment Issuance of Additional Shares of Common Stock “ 2. Effective Time 3. Effect on Transaction Documents 4. Governing Law; Jurisdiction 5. Counterparts 6. Severability [REMAINDER OF THIS] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT January 14, 2010 Date of Report (Date of Earliest Event Reported) Tianyin Pharmaceutical Co., Inc. Delaware 000-52236 20-4857782 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 +011-86-28-8615-4737 Section 8 –]