Debt Conversion Agreement

This Debt Conversion Agreement (this “ Agreement ”), dated as of June 26, 2011, is being entered into by and between Aoxing Pharmaceuticals, Inc ., a Florida corporation (the “ Company ”), and holders of the Notes (as defined below) of the Company as set forth in Schedule A hereto (collectively, the “ Holders ”).

A.           On April 29, 2011, the Company and the Holders entered into certain promissory notes as set forth on Exhibit A hereto (collectively, the “ Notes ”).

B.            The Company and the Holders desire to exchange the Notes for common stock of the Company (“ Common Stock ”) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders hereby agree as follows:

(a)            Notes . Each Holder and the Company shall exchange the Notes, together with all accrued interest and penalties owed with respect thereto, for Common Stock.  The Holder will receive an amount of Common Stock set forth opposite its name on Exhibit A hereto.

Each Holder represents and warrants to the Company:

(b)            No Public Sale or Distribution . The Holder is acquiring the Holder Common Stock for its own account and not with a view towards, or for resale.

(c)            Accredited Investor Status . The Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d)            Reliance on Exemptions . The Holder understands that the Holder Common Stock is being offered and issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Holder Common Stock.

(e)            Information . The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Holder Common Stock which have been requested by the Holder.  The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Holder understands that its acquisition of the Holder Common Stock involves a high degree of risk. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Holder Common Stock.

(f)            Validity ; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

The Company represents and warrants to the Holders that:

(a)            Organization; Authority . The Company is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed.  The Company has the requisite power and authority to enter into and perform its obligations under this Agreement. The execution and delivery by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company’s board of directors.

(b)            Issuance of Holder Common Shares . The issuance of the Holder Common Stock has been duly authorized and, upon issuance in accordance with the terms of this Agreement, the Holder Common Stock shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof.