EMPLOYMENT
      AGREEMENT

     

    This
      AGREEMENT (this “Agreement”) is made effective as of June 10, 2008 (the
“Effective Date”),  by and between Genesis Pharmaceuticals Enterprises,
      Inc., a Florida corporation (“Company” or “Employer”), and Elsa Sung, an
      individual resident of Florida (“Executive”).

     

     WHEREAS,
      the Employer and the Executive desire to enter into an agreement to reflect
      the
      Executive’s duties and responsibilities and to provide for the Executive’s
      employment by the Employer upon the terms and conditions set forth herein;
      and

     

    WHEREAS,
      the Executive has agreed to certain confidentiality, non-competition and
      non-solicitation covenants contained herein, in consideration of the additional
      benefits provided to the Executive under this Agreement;

     

    NOW
      THEREFORE, in consideration of the mutual covenants contained in this Agreement,
      and intending to be legally bound, the Employer and the Executive agree as
      follows:

     

    1. Employment.
      The Employer agrees to employ the Executive and the Executive agrees to be
      employed by the Employer on the terms and conditions set forth in this
      Agreement.

     

    2. Capacity.
      The Executive shall serve the Employer as its Chief Financial Officer. The
      Executive shall also serve the Employer in such other or additional offices
      as
      the Executive may reasonably be requested to serve by the Board of Directors
      of
      the Employer (the “Board”). In such capacity or capacities, the Executive shall
      perform such services and duties in connection with the business, affairs and
      operations of the Employer, consistent with such positions, as may be assigned
      or delegated to the Executive from time to time by or under the authority of
      the
      Board of Directors.

     

    3. Term.
      Subject to the provisions of Sections 4(j), 4(k), 6 and 7, the term of
      employment pursuant to this Agreement (the “Term”) shall commence on the
      Effective Date and terminate on the first anniversary of the Effective Date;
      provided that the Term shall automatically be renewed for successive periods
      of
      one (1) year unless either party gives written notice to the other party, at
      least sixty (60) days prior to the end date of the then-current Term, of that
      party’s intent not to renew this Agreement.

     

    4. Compensation
      and Benefits. The compensation and benefits payable to the Executive during
      the
      Term shall be as follows:

     

    (a) Salary.
      For all
      services rendered by the Executive under this Agreement, the Employer shall
      pay
      the Executive a salary (“Salary”) at the annual rate of one hundred twenty
      thousand dollars ($120,000.00), subject to increases from time to time in
      the sole discretion of the Board or the Compensation Committee of the Board
      (the
“Compensation Committee”). Salary shall be payable in semi-monthly installments.
      From time to time during the Term, Executive’s base salary may be increased at
      the discretion of the Board or the Compensation Committee, but shall in no
      event
      be decreased from the amount of the base salary in effect at that
      time.

    


    (b) Performance
      Bonus.
      In
      addition to Executive’s base salary, Executive shall be awarded $18,000 if the
      Company is successfully listed or quoted on the
      New
      York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select
      Market, the NASDAQ Global Market and the NASDAQ Capital Market. Executive
      shall also be awarded $8,000 and $20,000 if the Company meets its 2008
      Guaranteed EBT and its 2009 Guaranteed EBT, respectively, defined in the May
      2008 Make Good Escrow Agreement. The Executive may be awarded additional
      performance bonuses basis generally available to senior executives of the
      Company on an annual, including any cash bonus plans and equity incentive plans
      sponsored by the Company. The performance bonus, if any, shall be paid to the
      Executive within 30 days after the Company’s performance goals are achieved.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Equity
      Award.
      The
      Executive shall be granted 300,000 options (or
      as
      equitably adjusted for any stock splits, stock combinations, stock dividends
      or
      similar transactions) vested
      in
      tranches on the dates and with the exercise prices as follows, provided
      Executive remains employed with the Company and its subsidiaries on the
      applicable vesting dates:

    


    
      	
              Number of Shares

            	 	
              Vesting Date

            	 	
              Exercise Price per Share

            	 
	
              80,000

            	 	 	
              July 1, 2008

            	 	
              $

            	
              0.30

            	 
	
              70,000

            	 	 	
              December
                31, 2008

            	 	
              $

            	
              0.40

            	 
	
              75,000

            	 	 	
              June
                30, 2009

            	 	
              $

            	
              0.50

            	 
	
              75,000

            	 	 	
              December
                31, 2009

            	 	
              $

            	
              0.60

            	 


    

    


    (d) Regular
      Benefits.
      The
      Company shall provide for Executive health/medical insurance coverage acceptable
      to Executive in the U.S. and P.R.C. at the Company’s expense during the Term.
      The Company shall pay for and provide Executive with a term life insurance
      policy in an amount of $150,000 at standard, non-smoking insurance premium
      rates. 

    


    (e) Automobile
      and Cell Phone.
      The
      Employer shall provide Executive with an automobile and cell phone allowance
      of
      $600 per month to compensate Executive for expenses related to the use of an
      automobile and cell phone and reasonable business-related expenses associated
      with such automobile and its maintenance and operation. 

    


    (f)
      Expenses.
      Executive is authorized to incur reasonable expenses in connection with the
      business of Company, including reasonable expenses for business travel and
      similar items, in accordance with Company’s business expense policy in effect
      from time to time. The Company shall also reimburse Executive for expense
      incurred for professional dues and subscriptions, continued professional
      education to maintain Executives’ U.S. Certified Public Accountant license
      status, all dues, fees and expenses associated with membership in various
      professional, business and civic associations and societies of which Employee's
      participation is in the best interest of Employer.

    


    (g)
      Vacation and sick days.
      Executive shall be entitled to twenty paid vacations days and ten paid sick
      or
      personal days during each calendar year of the Term. Executive is not entitled
      to payment for any unused vacation, sick or personal days as of the end of
      any
      calendar year. 

    


    (h)
       Additional
      Benefits.
      During
      the Term, the Company shall provide Executive use of a corporate apartment
      in
      Shandong Province, China, at the Company’s expense. The location and conditions
      of the corporate apartment shall be up to Executive’s satisfaction. The Company
      shall be responsible for providing transportation and any medical expenses
      incurred by Executive in P.R.C. 

    


    (i)
       Taxation
      of Payment and Benefits.
      The
      Employer shall undertake to make deductions, withholdings and tax reports with
      respect to payments and benefits under this Agreement to the extent that it
      reasonably and in good faith believes that it is required to make such
      deductions, withholdings and tax reports. Payments under this Agreement shall
      be
      in amounts net of any such deductions or withholdings. Nothing in this Agreement
      shall be construed to require the Employer to make any payments to compensate
      the Executive for any adverse tax effect associated with any payments or
      benefits or for any deduction or withholding from any payment or
      benefit.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (j)
       Death
      During Employment.
      If
      Executive dies during the Term, Company shall pay to the estate of Executive
      (i)
      any accrued and unpaid salary and (ii) any accrued and unpaid bonus (iii) all
      vested options a pro rata amount of any bonus payable with respect to the fiscal
      year of service in which death occurs (such pro rata amount determined by
      multiplying the bonus that would have been paid for the full fiscal year had
      Executive survived by a ratio, the numerator of which is the number of days
      since the beginning of the fiscal year until the date of death and the
      denominator of which is 365). Additionally, all unvested options shall be
      transferred to estate of Executive and become immediately vested. 

    


    (k)
       Permanent
      Disability During Employment.
      If
      Executive becomes permanently disabled during the Term, Company shall pay to
      Executive any accrued and unpaid base salary to which she would otherwise be
      entitled to the end of the month in which such permanent disability occurs.
      Thereafter, the Executive shall continue to receive her then base salary, minus
      any payments provided by the Company’s benefit plans and by any government
      sponsored program, for a six (6) month period from the date of permanent
      disability. All granted and unvested options shall become immediately vested.
      This Agreement shall thereupon terminate and Company shall have no further
      obligation to Executive except as may be provided under Company’s long-term
      disability plans during the term of such disability and any pro rata portion
      of
      any bonus or incentive plan. Permanent disability for purposes of this Agreement
      shall mean a physical or mental condition of Executive that renders Executive
      incapable of performing the essential duties of her job and which condition
      shall be medically determined to be of permanent duration as same is construed
      under Company’s disability plans.

    


    5. Extent
      of Service. During the Term, the Executive shall, subject to the direction
      and
      supervision of the Board, devote the Executive’s full business time, best
      efforts and business judgment, skill and knowledge to the advancement of the
      Employer’s interests and to the discharge of the Executive’s duties and
      responsibilities under this Agreement, provided that nothing in this Agreement
      shall be construed as preventing the Executive from (a) investing the
      Executive’s assets in any company or other entity in a manner not prohibited by
      Section 9(a) , or (b) engaging in religious, charitable or other community
      or
      non-profit activities that, in the case of (a) or (b) above, do not in any
      way
      impair the Executive’s ability to fulfill the Executive’s duties and
      responsibilities under this Agreement.

    


    6. Termination
      for Cause. Company may terminate Executive’s employment at any time “for Cause.”
The term “for Cause” shall mean any act or failure to act on the part of the
      Executive which constitutes: (i) an unauthorized use or disclosure by the
      Executive of the Company’s Confidential Information ( as hereinafter defined) or
      trade secrets, which use or disclosure causes material harm to the Company;
      (ii)
      a material breach by the Executive of any agreement between the employee and
      the
      Company; (iii) a material failure by the Executive to comply with the Company’s
      written policies in compliance with the laws of the United States or any state
      thereof; (iv) the Executive’s indictment of, or plea of “
      guilty”
or
      “
      no
      contest”
to,
      a
      felony under the laws of the United States or any state thereof or any foreign
      jurisdiction in which the Company conducts business which if occurring in the
      United States would constitute a felony under its laws or the laws of any state
      thereof; (v) the Executive’s gross negligence or willful misconduct that results
      in material harm to the Company; or (vi) a continual failure by the Executive
      to
      perform assigned duties after receiving written notification of such failure
      from the Board. Company shall be entitled to terminate the employment
      relationship hereunder upon thirty (30) days’ prior written notice to Executive,
      which notice shall state the reason for such termination, and during such notice
      period Executive shall be removed from her duties and responsibilities. In
      the
      event of a termination for cause, Company shall pay Executive any accrued and
      unpaid salary and any accrued and unpaid bonus for any prior fiscal year, and
      Company shall have no further obligation or liability to Executive under this
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7. Termination
      for Good Reason. If any of the following events occurs after the Effective
      Date,
      the Executive may resign from her employment for Good Reason by giving written
      notice of resignation within 60 days following such event:

    


    (a) a
      material reduction in the scope of the Executive’s assigned duties and
      responsibilities from those in effect under this Agreement on the Effective
      Date
      or the assignment of duties or responsibilities that are inconsistent with
      the
      Executive’s status in the Company;

    


    (b) a
      reduction by the Company in the Executive’s base salary;

    


    (c) the
      failure by the Company to continue to provide the Executive with benefits
      substantially similar to those specified in Section 4 of this Agreement unless
      the new owner of the Company or the Company deem it necessary to change such
      benefits in order to conform to applicable law; or

    


    (d) any
      material breach of this Agreement by the Company.

     

    Any
      written notice of resignation for Good Reason shall describe in reasonable
      detail the circumstances believed to constitute Good Reason. Notwithstanding
      Executive’s provision of a notice of resignation for Good Reason, the Company
      has a right to remedy or cure for a period of 30 days following its receipt
      of
      such notice the circumstances described by the Executive as constituting Good
      Reason and Executive’s resignation shall become effective on the 31st day
      following notice to the Company if the Company fails to remedy or cure the
      circumstances constituting Good Reason within such 30-day period.

    


    8. Severance
      upon Termination Without Cause or for Good Reason. If, during the Term, Company
      terminates Executive’s employment with the Company and its subsidiaries for any
      reason other than for Cause or Executive’s death or disability, or Executive
      terminates her employment for Good Reason (not including Company’s or
      Executive’s non-renewal of the Term), the Executive shall be entitled to receive
      (i) a lump sum cash payment in the amount of any accrued and unpaid salary
      as of
      her date of termination, (ii) a lump sum cash payment equal to any accrued
      and
      unpaid bonus for any prior fiscal year, (iii) a lump sum cash payment equal
      to
      the pro rata amount of any bonus payable with respect to the fiscal year in
      which termination occurs (such pro rata amount determined by multiplying the
      bonus that would have been paid for the full fiscal year had the Executive
      continued to render service to the Company as of the last day of the fiscal
      year
      multiplied by a ratio, the numerator of which is the number of days since the
      beginning of the fiscal year until the date of termination and the denominator
      of which is 365), (iv) an amount equal to the sum of (a) 80% of her then current
      annual base salary and (b) 50% of the average annual cash bonus payments paid
      by
      the Company to the Executive during the preceding two (2) fiscal years of the
      Company, and such sum shall be payable in six (6) substantially equal monthly
      payments; provided that each payment is intended to constitute a separate
      payment within the meaning of Section 409A of the Internal Revenue Code of
      1986,
      as amended (“Code”). Further, the Company shall continue the medical and life
      insurance benefits which Executive was receiving on the date of her termination,
      with any related costs to be paid by Executive being no more than what Executive
      had been paying prior to the date of termination, for a period of six (6) months
      after the date of her termination; provided such continued coverage shall end
      on
      the date Executive has commenced employment elsewhere and becomes eligible
      for
      participation in a similar type of benefit program of her successor employer.
      All options to purchase shares of common stock of the Employer issued to the
      Executive in accordance with the Executive’s stock option agreement hereunder
      shall become immediately vested. Except as provided in this Section 8, Executive
      shall not be entitled to any other severance benefits from the Company or any
      of
      its subsidiaries or affiliates, and the Company shall have no other obligation
      or liability to Executive under this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. Covenants
      by Executive 

    


    (a) Non-competition.
      During the Term under this Agreement including any renewals or extensions
      thereof, Executive shall not, without the prior written approval of Company,
      directly or indirectly, engage in any competitive activity as employer,
      employee, partner, stockholder, joint venturer, consultant, director or
      otherwise, enter into or in any manner take part in any business or other
      endeavor which would be in competition with Company in the continental United
      States and mainland China, and to the extent Executive has or has had direct
      involvement in the Company’s business activities in any other jurisdiction, such
      other jurisdictions as such business is conducted or, to the knowledge of
      Executive, proposed to be conducted at the time of termination.

    


    (b) Respect
      for Economic Relationships. Executive will not, during the term of her
      employment under this Agreement including any renewals or extensions thereof,
      in
      any fashion, form, or manner, either directly or indirectly, solicit, interfere
      with, or otherwise be involved with any customer or person, firm or corporation
      regularly dealing with Company or directly or indirectly interfere with, entice
      away, or otherwise materially adversely affect its relationship with the Company
      or to diminish its business with the Company, or to cause any other entity
      to
      employ any other employee of Company.

    


    (c) Validity
      of Covenants. Executive agrees that the covenants contained in this Section
      are
      reasonably necessary to protect the legitimate interests of Company, are
      reasonable with respect to time, territory and scope, and do not interfere
      with
      the interests of the public. Executive further agrees that the descriptions
      of
      the covenants contained in this Section are sufficiently accurate and definite
      to inform Executive of the scope of such covenants. 

     

    (d) Confidentiality.
      The Executive understands and agrees that the Executive’s employment creates a
      relationship of confidence and trust between the Executive and the Company
      with
      respect to all Confidential Information. At all times, both during the
      Executive’s employment with the Employer and after its termination, the
      Executive will keep in confidence and trust all such Confidential Information,
      and will not use or disclose any such Confidential Information without the
      prior
      written consent of the Company, except as may be necessary in the ordinary
      course of performing the Executive’s duties to the Company.

    


    (e) Documents.
      Records. etc. All documents, records, data, apparatus, equipment and other
      physical property, whether or not pertaining to Confidential Information, which
      are furnished to the Executive by the Employer or are produced by the Executive
      in connection with the Executive’s employment will be and remain the sole
      property of the Employer. The Executive will return to the Employer all such
      materials and property as and when requested by the Employer. In any event,
      the
      Executive will return all such materials and property immediately upon
      termination of the Executive’s employment for any reason. The Executive will not
      retain with the Executive any such material or property or any copies thereof
      after such termination.

      

    (f) Litigation
      and Regulatory Cooperation. During and after the Executive’s employment, the
      Executive shall cooperate fully with the Employer in the defense or prosecution
      of any claims or actions now in existence or which may be brought in the future
      against or on behalf of the Employer which relate to events or occurrences
      that
      transpired while the Executive was employed by the Employer. The Executive’s
      full cooperation in connection with such claims or actions shall include, but
      not be limited to, being available to meet with counsel to prepare for discovery
      or trial and to act as a witness on behalf of the Employer at
      mutually-convenient times. During and after the Executive’s employment, the
      Executive also shall cooperate fully with the Employer in connection with any
      investigation or review of any federal, state or local regulatory authority
      as
      any such investigation or review relates to events or occurrences that
      transpired while the Executive was employed by the Employer. The Employer shall
      reimburse the Executive for any reasonable out-of-pocket expenses incurred
      in
      connection with the Executive’s performance of obligations. If the
      Executive is entitled to reimbursement of expenses hereunder, the amount
      reimbursable in any one calendar year shall not affect the amount reimbursable
      in any other calendar year, and the reimbursement of an eligible expense must
      be
      made no later than December 31 of the year after the year in which the expense
      was incurred.  The Executive’s rights and obligations pursuant to this
      Section 9(f) shall expire at the end of five (5) years after the Effective
      Date
      and shall not be subject to liquidation or exchange for another
      benefit.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10. Confidential
      Information. Executive agrees both during the Term and thereafter to keep secret
      and confidential all information labeled confidential or not generally known
      which is heretofore or hereafter acquired concerning the business and affairs
      of
      Company, including without limitation, information regarding trade secrets,
      proprietary processes, confidential business plans, market research data,
      financial data and trade secrets (collectively, “Confidential Information”), and
      further agrees not to disclose any such information to any person, firm, or
      corporation or use the same in any manner other than in furtherance of the
      business or affairs of Company or unless such information shall become public
      knowledge by other means. Executive agrees that such information is a valuable,
      special, and unique asset of Company. Upon the termination of Executive’s
      employment with Company, Executive shall immediately return to Company all
      documents, records, notebooks, and similar repositories of information relating
      to Confidential Information of Company and/or the development of any inventions.
      The provisions of this Section 10 shall survive the termination of this
      Agreement and Executive’s employment for any reason.

    


    11. Integration.
      This Agreement constitutes the entire agreement between the parties with respect
      to the subject matter hereof and supersedes all prior agreements between the
      parties with respect to any related subject matter.

    


    12. Enforceability.
      If any portion or provision of this Agreement (including, without limitation,
      any portion or provision of any section of this Agreement) shall to any extent
      be declared illegal or unenforceable by a court of competent jurisdiction,
      then
      the remainder of this Agreement, or the application of such portion or provision
      in circumstances other than those as to which it is so declared illegal or
      unenforceable, shall not be affected thereby, and each portion and provision
      of
      this Agreement shall be valid and enforceable to the fullest extent permitted
      by
      law.

     

    13. Waiver
      of Breach. The waiver by Company or Executive of any breach of a provision
      of
      this Agreement shall not operate or be construed as, a waiver of any subsequent
      breach by the parties.

     

    14. Amendment.
      This Agreement may be amended or modified only by a written instrument signed
      by
      the Executive and by a duly authorized representative of the
      Employer.

    


     15. Notice.
      All
      notices, requests, demands, payments, or other communications hereunder shall
      be
      deemed to have been duly given if in writing and hand delivered or sent by
      certified or registered mail, return receipt requested or by a nationally
      recognized overnight courier service , to the appropriate address indicated
      below or to such other address as may be given by a party hereto in a notice
      sent to all parties hereto and shall be effective on the date of delivery in
      person or by courier or three (3) days after the date mailed:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              (a)

            	
              if
                to Company, to:

            
	
               

            	
               

            	
              Wubo
                Cao

            
	
               

            	
               

            	
              Middle
                Section, Longmao Street, Area A, 

              Laiyang
                Waixiangxing Industrial Park

              Laiyang
                City, Yantai, Shandong Province,

              People’s
                Republic of China 710075

            
	
               

            	
               

            	 
	
               

            	
               

            	
              With
                a copy to:

            
	
               

            	
               

            	
              Loeb
                & Loeb, LLP

            
	
               

            	
               

            	
              345
                Park Avenue 

            
	
               

            	
               

            	
              New
                York, NY10154

            
	
               

            	
               

            	
               

            
	
               

            	
              b)

            	
              If
                to Executive, to:

            
	
               

            	
               

            	
              Elsa
                Sung 

            
	
               

            	
               

            	
              950
                S. Pine Island Road Suite A-150

            
	
               

            	
               

            	
              Plantation,
                FL33324

            


    

    


    16. Entire
      Agreement. This Agreement supersedes any and all other understandings and
      agreements, either oral or in writing, between the Executive, on one hand,
      and
      the Company, the Subsidiary or any other subsidiary of the Company, on the
      other
      hand, with respect to the subject matter hereof and constitutes the sole and
      only agreement between such persons with respect to said subject matter. Each
      party to this Agreement acknowledges that no representations, inducements,
      promises, or agreements, oral or otherwise, have been made by any party or
      by
      anyone acting on behalf of any party, which are not embodied herein, and that
      no
      agreement, statement, or promise not contained in this Agreement shall be valid
      or binding or of any force or effect. No change or modification of this
      Agreement shall be valid or binding upon the parties hereto unless such change
      or modification is in writing and is signed by the parties hereto.

    


    17. Severability.
      If any one or more of the provisions contained in this Agreement shall be held
      by a court of competent jurisdiction to be invalid, illegal, or unenforceable
      in
      any respect for any reason, that invalidity, illegality, or unenforceability
      shall not affect any other provisions hereof, and this Agreement shall be
      construed as if that invalid, illegal, or unenforceable provision had never
      been
      contained herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    18. Parties
      Bound. The terms, promises, covenants, and agreements contained in this
      Agreement shall apply to, be binding upon, and inure to the benefit of the
      parties hereto and their respective successors and assigns; provided, however,
      that this Agreement may not be assigned by Company or Executive without the
      prior written consent of the other party.

    


    19. Governing
      Law. This is a Florida contract and shall be construed under and be governed
      in
      all respects by the laws of the State of Florida, without giving effect to
      the
      conflict of laws principles of Florida. With respect to any disputes concerning
      federal law, such disputes shall be determined in accordance with the law as
      it
      would be interpreted and applied by the United States Court of Appeals for
      the
      Second Circuit.

     

    20.
      Others. To the extent the Executive is covered by any Director’s and Officer’s
      insurance maintained by the Employer for the period during which the Executive
      provides services hereunder, the Employer will undertake reasonable efforts
      to
      make available to the Executive the benefit of such insurance. 

    


    21.
      Counterparts. This Agreement may be executed in any number of counterparts,
      each
      of which when so executed and delivered shall be taken to be an original; but
      such counterparts shall together constitute one and the same
      document.

    


    
      	
              GENESIS
                PHARMACEUTICALS ENTERPRISES, INC.

            
	
               

            	
               

            
	
              By:

            	
              /s/
                Wubo Cao

            
	
               

            	
               

            
	
              Title:
                Chief Executive Officer and Chairman of the Board 

            
	
               

            	
               

            
	
              EXECUTIVE

            
	
               

            	
               

            
	
                
                /s/Elsa Sung

            
	
              Elsa
                Sung