[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 (a) deleting Sections 3(e) and (f) and replacing it with the following: Issuance of Additional Shares of Common Stock subsections (a) through (d) of this Section 3] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT November 30, 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 –]