[Consulting Agreement This agreement (the “Agreement”) dated and effective this 4th day of June, 2012 by and between Tianyin Pharmaceutical Co., Inc, a Delaware corporation (“TPI” or the “Company”), and James T. McCubbin (“Consultant”). Recitals I. TPI desires to obtain consulting and advisory services from Consultant. II. Consultant, on a part time basis, is in the business of providing such] [INDEPENDENT DIRECTOR AGREEMENT OF TIANYIN PHARMACEUTICAL CO., INC. , This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2012 (the “Effective Date”), by and between Tianyin Pharmaceutical Co., Inc. WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT June 4, 2012 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 o o o]