JIANGBO
PHARMACEUTICALS, INC.

    


    
      
        	 
      	
                February
      15, 2010

              


      

    

     

    Re:  Jiangbo Pharmaceuticals,
Inc.

     

    Gentlemen:

     

    Reference
is made to (i) that Securities Purchase Agreement, dated as of November 6, 2007
(the “2007 Securities
Purchase Agreement”) by and between Jiangbo Pharmaceuticals, Inc. f/k/a/
Genesis Pharmaceuticals Enterprises, Inc. (the “Company”) and Pope
Asset Management, LLC (“Pope”) (ii) that Securities Purchase Agreement dated May
30, 2008 (the “2008
Securities Purchase Agreement”), by and among the Company and the
investors who are parties thereto (collectively, the “Investors”) (iii)
those 6% Convertible Subordinated Debenture of the Company dated November 6,
2007 issued to Pope (the “2007 Notes”) and (iv)
those 6% those Convertible Notes May 30, 2008 and issued to the Investors
(collectively, the “2008
Notes”).  Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the 2007 Securities Purchase
Agreement, 2008 Securities Purchase Agreement, the 2007 Notes, or the 2008
Notes, in each case, as indicated below.

     

    Section
10.4 of the 2007 Securities Purchase Agreement provides that at any time after
the closing date, any waiver of any covenant or other provision of the 2007
Securities Purchase Agreement shall require the approval of the investors that
purchased a majority of the principal amount of the 2007 Notes issued pursuant
to the 2007 Securities Purchase Agreement and such waiver shall be deemed to be
a waiver by the investors.  Article 2(ii) of the 2007 Notes provides
that an Event of Default shall occur if failure shall be made in the payment of
interest on the 2007 Notes when and as the same shall become due and such
failure shall continue for a period of five (5) business days after such payment
is due.  Article 2(a) of the 2007 Notes provides that the entire
unpaid principal amount of the 2007 Notes together with interest thereon shall,
on written notice to the Company given by investors holding a majority in
principal amount of the outstanding 2007 Notes, forthwith become and be due and
payable if an Event of Default shall have occurred.

     

    Section
6.4 of the 2008 Securities Purchase Agreement provides that no provision of the
Securities Purchase Agreement may be waived or amended except in a written
instrument signed by the Company and Pope.  Article 2(a)(ii) of each
of the 2008 Notes provides that it shall constitute an Event of Default under a
2008 Note if failure shall be made in the payment of interest on such 2008 Note,
when and, as the same shall become due and such failure shall continue for a
period of five (5) business days after such payment is due.  Article
2(b) of each of the 2008 Notes provides that upon the occurrence of an Event of
Default, the entire unpaid principal amount of a 2008 Note, together with
interest thereon, shall, on written notice to the Company given by the Holders
of a majority of the 2008 Notes then outstanding become due and
payable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    As of
November 30, 2009, Pope is the sole holder of $ 4,500,000 principal amount of
the 2007 Notes and the holder of $17,000,000 aggregate principal amount of 2008
Notes.

     

    Pope
hereby waives until February 25, 2010 the Events of Default that have occurred
as a result of the Company’s failure to timely make interest payments on the
2007 Notes and 2008 Notes that were due and payable on November 30, 2009, and
agrees not to provide written notice to the Company with respect to the
occurrence of either of such Events of Default provided that the Company has
made such interest payments to the holders of the 2007 Notes and the holders of
the 2008 Notes on or prior to February 25, 2010.  If the interest
payments are not made by February 25, 2010, all rights and remedies of Pope
defined in the 2007 and 2008 Securities Purchase Agreements shall remain in full
force and effect as if this waiver had not been granted.

     

    Notwithstanding
the foregoing, the Company hereby agrees that in the event that its common stock
has not been listed on The Nasdaq Stock Market on or prior to April 15, 2010,
that the Company shall pay to the holders of the 2007 Notes and the 2008 Notes
an amount equal to the difference between the interest on such Notes previously
paid for the period from June 1, 2009 to November 30, 2009 (the "Interest Period") and
the default rate of interest that would have been payable with respect to such
Notes for the Interest Period.

     

    Except as
expressly waived or otherwise specifically provided herein, all of the
representations, warranties, terms, covenants and conditions of each of the
Securities Purchase Agreement and the Notes shall remain unamended and unwaived
and shall continue to be and shall remain in full force and effect in accordance
with their respective terms.

     

    This
letter is governed by the laws of the State of New York without giving effect to
the conflict of laws rules of any jurisdiction. This letter may be signed in one
or more counterparts, each of which shall be deemed and original and all of
which, taken together, shall constitute one and the same
agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Kindly
acknowledge receipt of this letter and agreement to the foregoing by
executing  the enclosed copy of this letter where indicated and
returning it to the Company , whereupon it shall become a binding agreement
among us as of the date hereof.

    


    
      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  Jiangbo
      Pharmaceuticals, Inc.

                
	 
      	 
      
	 
      	
                  By:

                	
                    
      /s/ Cao Wubo

                
	 
      	
                  Name:  Cao
      Wubo

                
	 
      	
                  Title:  
       CEO & Chairman

                
	
                  AGREED
      AND ACKNOWLEDGED:

                	 
      
	 
      	 
      
	
                  Pope
      Investments LLC

                	 
      
	 
      	 
      
	
                  By:

                	
                    
      /s/William P. Wills

                	 
      
	
                  Name:
      William P. Wills

                	 
      
	
                  Title:
      President