Exhibit
      4.2

     

    
      	
               

              WA-1

            	 	
               

              Warrant
                to Purchase

              **10,000,000**

              Shares
                of Common Stock

            


    

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR SUCH SHARES OF COMMON STOCK
      MAY
      BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      ISSUING CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    Void
      after 5:30 P.M. New York City time on November 7, 2010

     

    SERIES
      A COMMON STOCK PURCHASE WARRANT

     

    OF

     

    GENESIS
      PHARMACEUTICALS ENTERPRISES, INC.

     

    This
      is
      to certify that, FOR VALUE RECEIVED, Pope Investments, LLC, a Delaware limited
      liability company, or registered assigns (“Holder”), is entitled to purchase, on
      the terms and subject to the provisions of this Warrant, from Genesis
      Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), at an
      exercise price (the “Exercise Price”) of thirty two cents ($0.32) per share, ten
      million (10,000,000) shares of common stock, par value $.001 per share (“Common
      Stock”), of the Company at any time during the period (the “Exercise Period”)
      commencing on the date of this Warrant and ending at 5:30 P.M. New York City
      time, on November 7, 2010; provided, however, that if such date is a day on
      which banking institutions in the State of New York are authorized by law to
      close, then on the next succeeding day which such banks are not authorized
      to
      close. The number of shares of Common Stock to be issued upon the exercise
      or
      conversion of this Warrant and the price to be paid for a share of Common Stock
      may be adjusted from time to time in the manner set forth in this Warrant.
      The
      shares of Common Stock deliverable upon such exercise or conversion, and as
      adjusted from time to time, are hereinafter sometimes referred to as “Warrant
      Shares,” and the exercise price for the purchase of a share of Common Stock
      pursuant to this Warrant in effect at any time, as the same may be adjusted
      from
      time to time, is hereinafter sometimes referred to as the “Exercise Price.” This
      Warrant was issued pursuant to a Securities Purchase Agreement (the “Purchase
      Agreement”) dated November 6, 2007, between the Company, the initial holder of
      this Warrant and the other investors named therein, and the holder of this
      Warrant is entitled to the benefits of the Purchase Agreement and the
      Registration Rights Agreement, as defined in the Purchase Agreement. The date
      of
      the initial issuance of this Warrant is the Closing Date under the Purchase
      Agreement. Reference in this Warrant to “all of the Warrants” or words of like
      import shall relate to all of the Series A Common Stock Purchase Warrants issued
      pursuant to the Purchase Agreement.

     

    1.     Exercise
      of Warrant.
      This
      Warrant may be exercised in whole at any time or in part from time to time
      during the Exercise Period by presentation and surrender hereof to the Company
      at its principal office, or at the office of its stock transfer agent, if any,
      with the Purchase Form annexed hereto duly executed and accompanied by payment
      of the Exercise Price for the number of shares of Common Stock specified in
      such
      form. Payment of the Exercise Price may be made either by check (subject to
      collection) or wire transfer in the amount of the Exercise Price. If this
      Warrant should be exercised in part only, the Company shall, upon surrender
      of
      this Warrant for cancellation, execute and deliver a new Warrant evidencing
      the
      rights of the Holder hereof to purchase the balance of the shares of Common
      Stock purchasable hereunder. Notwithstanding the foregoing, the holder of this
      Warrant shall not be required to physically deliver this Warrant upon exercise
      of this Warrant pursuant to this Section 1(a). Upon receipt by the Company
      of
      this Warrant at its office, or by the stock transfer agent of the Company at
      its
      office, in proper form for exercise, or upon delivery of the notice of exercise
      without delivery of this Warrant, the Holder shall be deemed to be the holder
      of
      record of the shares of Common Stock issuable upon such exercise,
      notwithstanding that the stock transfer books of the Company shall then be
      closed or that certificates representing such shares of Common Stock shall
      not
      then be actually delivered to the Holder.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    2.     Reservation
      and Delivery of Shares.

     

    (a)     The
      Company hereby agrees that at all times there shall be reserved for issuance
      upon exercise of this Warrant such number of shares of Common Stock as shall
      be
      required for issuance and delivery upon exercise or conversion of this Warrant
      and that it shall not increase the par value of the Common Stock.

     

    (b)     Except
      as
      otherwise set forth herein, upon delivery of a completed Purchase Form
      accompanied, if the exercise is not a cashless exercise, by payment of the
      Exercise Price, not later than three (3) business days after the Exercise Date
      (such third day being the “Delivery Date”), the Company shall deliver to the
      Holder a certificate or certificates which, after the effective date of a
      registration statement covering the shares of Common Stock issuable upon
      exercise of this Warrant (the “Effective Date”), shall be free of restrictive
      legends and trading restrictions (other than those required by the Securities
      Act) representing the number of shares of Common Stock being acquired upon
      such
      exercise. If in the case of any exercise of this Warrant such certificate or
      certificates are not delivered to or as directed by the applicable Holder by
      the
      second day after the Delivery Date, the Holder shall be entitled to elect by
      written notice to the Company at any time on or before its receipt of such
      certificate or certificates thereafter, to rescind such conversion, in which
      event the conversion shall be deemed void ab initio.

     

    (c)     The
      Company’s obligations to issue and deliver the Common Stock upon exercise of
      this Warrant in accordance with the terms hereof are absolute and unconditional,
      irrespective of any action or inaction by the Holder to enforce the same, any
      waiver or consent with respect to any provision hereof, the recovery of any
      judgment against any Person or any action to enforce the same, or any setoff,
      counterclaim, recoupment, limitation or termination, or any breach or alleged
      breach by the Holder or any other Person of any obligation to the Company or
      any
      violation or alleged violation of law by the Holder or any other Person, and
      irrespective of any other circumstance which might otherwise limit such
      obligation of the Company to the Holder in connection with the issuance of
      such
      shares. In the event the Holder shall elect to exercise this Warrant in whole
      or
      in part, the Company may not refuse to effect such exercise based on any claim
      that the Holder or any one associated or affiliated with the Holder of has
      been
      engaged in any violation of law, agreement or for any other reason unless an
      injunction from a court, on notice, restraining and or enjoining such exercise
      shall have been sought and obtained and the Company posts a surety bond for
      the
      benefit of the Holder in the amount of 150% of the Value, which is subject
      to
      the injunction, which bond shall remain in effect until the completion of
      arbitration or litigation of the dispute and the proceeds of which shall be
      payable to the Holder to the extent it obtains judgment. In the absence of
      an
      injunction precluding the same, the Company shall issue the Common Stock upon
      a
      properly executed Purchase Form. 

     

    
      
         

      

      
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    (d)     If
      the
      Company fails to deliver to the Holder such certificate or certificates pursuant
      to this Section 2(b) by the Delivery Date, and if after such Delivery Date
      the
      Holder purchases (in an open market transaction or otherwise) Common Stock
      to
      deliver in satisfaction of a sale by such Holder of the Common Stock which
      the
      Holder was entitled to receive upon the exercise relating to such Delivery
      Date
      (a “Buy-In”),
      then
      the Company shall pay in cash to the Holder the amount by which (a) the Holder’s
      total purchase price (including brokerage commissions, if any) for the Common
      Stock so purchased exceeds (i) the product of (x) the aggregate number of shares
      of Common Stock that such Holder was entitled to receive from the exercise
      at
      issue multiplied by (y) the price at which the sell order giving rise to such
      purchase obligation was executed. For example, if the Holder purchases Common
      Stock having a total purchase price of $11,000 to cover a Buy-In with respect
      to
      an attempted exercise of this Warrant with respect to which the aggregate sale
      price giving rise to such purchase obligation is $10,000, under the immediately
      preceding sentence the Company shall be required to pay the Holder $1,000.
      The
      Holder shall provide the Company written notice indicating the amounts payable
      to the Holder in respect of the Buy-In, together with applicable confirmations
      and other evidence reasonably requested by the Borrowers. Nothing in this
      Section 2(d) shall limit a Holder’s right to pursue any other remedies available
      to it hereunder, at law or in equity including, without limitation, a decree
      of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      exercise of this Warrant pursuant to its terms.

     

    3.     Fractional
      Shares.
      No
      fractional shares or script representing fractional shares shall be issued
      upon
      the exercise of this Warrant. All fractional shares shall be carried forward
      and
      any fractional shares which remain after the Holder exercises this Warrant
      in
      full shall be dropped and eliminated.

     

    4.     Exchange,
      Transfer, Assignment or Loss of Warrant.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations entitling
      the holder thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder. Subject to the provisions of Section 10
      of
      this Warrant, upon surrender of this Warrant to the Company or at the office
      of
      its stock transfer agent, if any, with the Assignment Form annexed hereto duly
      executed and funds sufficient to pay any transfer tax, the Company shall,
      without charge, execute and deliver a new Warrant in the name of the assignee
      named in such instrument of assignment and this Warrant shall promptly be
      canceled. This Warrant may be divided or combined with other Warrants which
      carry the same rights upon presentation hereof at the office of the Company
      or
      at the office of its stock transfer agent, if any, together with a written
      notice specifying the names and denominations in which new Warrants are to
      be
      issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants into which this Warrant may be divided or exchanged.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Company will execute and deliver
      a new Warrant of like tenor. Any such new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the Company,
      whether or not this Warrant so lost, stolen, destroyed, or mutilated shall
      be at
      any time enforceable by anyone.

     

    
      
         

      

      
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    5.     Rights
      of the Holder.
      The
      Holder shall not, by virtue of this Warrant, be entitled to any rights of a
      stockholder in the Company, either at law or equity, and the rights of the
      Holder are limited to those expressed in the Warrant, the Purchase Agreement
      and
      the Registration Rights Agreement and are not enforceable against the Company
      except to the extent set forth herein and therein.

     

    6.     Adjustments
      To Exercise Price.
      The
      Exercise Price in effect at any time and the number and kind of securities
      purchasable upon exercise of each Warrant shall be subject to adjustment as
      follows:

     

    (a)     In
      case
      the Company shall, subsequent to the date of the initial issuance of this
      Warrant, (i) pay a dividend or make a distribution on its shares of Common
      Stock
      in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common
      Stock into a greater number of shares or otherwise effect a stock split or
      distribution, or (iii) combine or reclassify its outstanding Common Stock into
      a
      smaller number of shares or otherwise effect a reverse split, then,
      in
      each such event, the Exercise Price shall, simultaneously with the happening
      of
      such event, be adjusted by multiplying the then Exercise Price by a fraction,
      the numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Exercise Price then in effect.
      The
      Exercise Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this
      Section 6. 

     

    (b)     From
      and
      after the Closing Date and as long as this Warrant is outstanding, except for
      (a) Exempt Issuances, as defined in the Purchase Agreement, (b) issuances
      covered by this Section 6(b), or (c) an issuance of Common Stock upon exercise
      or upon conversion of warrants, options or other convertible securities for
      which an adjustment has already been made pursuant to this Section 6(b), as
      to
      all of which this Section 6(b) does not apply, if the Company closes on the
      sale
      or issuance of Common Stock at a price, or issues Convertible Securities with
      a
      Exercise Price or exercise price per share which is less than the Exercise
      Price
      then in effect (such lower sales price, conversion or exercise price, as the
      case may be, being referred to as the “Lower Price”), the Exercise Price shall
      be reduced to the Lower Price. For purpose of determining the exercise price
      of
      warrants issued by the Company, the price, if any, paid per share for the
      warrants shall be added to the exercise price of the warrants.

     

    (c)     The
      number of shares of Common Stock that the Holder of this Warrant shall
      thereafter, on the exercise hereof as provided in Section 1, be entitled to
      receive shall be adjusted to a number determined by multiplying the number
      of
      shares of Common Stock theretofore be issuable on such exercise by a fraction
      of
      which (a) the numerator is the old Exercise Price and (b) the
      denominator is the Exercise Price as adjusted. In
      no
      event shall the Exercise Price per share be less than the par value per share,
      and, if any adjustment made pursuant to said Section 6 would result in an
      Exercise Price which would be less than the par value per share, then, in such
      event, the Exercise Price per share shall be the par value per share; provided,
      however, that the limitation contained in this sentence shall not affect the
      number of shares of Common Stock issuable upon exercise or conversion of this
      Warrant.

     

    (d)     In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 6, the Holder of any Warrant thereafter shall become entitled to receive
      any shares of the Company, other than Common Stock, thereafter the number of
      such other shares so receivable upon exercise of any Warrant shall be subject
      to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Common Stock contained in
      this
      Section 6.

     

    
      
         

      

      
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    (e)     Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares
      purchasable upon exercise of Warrants, Warrants theretofore or thereafter issued
      may continue to express the same price and number and kind of shares as are
      stated in this and similar Warrants initially issued by the
      Company.

     

    7.     Officer’s
      Certificate.
      Whenever the Exercise Price shall be adjusted as required by the provisions
      of
      Section 6 of this Warrant, the Company shall forthwith file in the custody
      of
      its Secretary or an Assistant Secretary at its principal office and with its
      stock transfer agent, if any, an officer’s certificate showing the adjusted
      Exercise Price and the adjusted number of shares of Common Stock issuable upon
      exercise of each Warrant, determined as herein provided, setting forth in
      reasonable detail the facts requiring such adjustment, including a statement
      of
      the number of additional shares of Common Stock, if any, and such other facts
      as
      shall be necessary to show the reason for and the manner of computing such
      adjustment. Each such officer’s certificate shall be made available at all
      reasonable times for inspection by the Holder, and the Company shall, forthwith
      after each such adjustment, mail, by certified mail, return receipt requested
      and by telecopier and e-mail, a copy of such certificate to the Holder at the
      Holder’s address set forth in the Company’s Warrant Register.

     

    8.     Notices
      To Warrant Holders.
      So long
      as this Warrant shall be outstanding, (a) if the Company shall pay any dividend
      or make any distribution upon Common Stock (other than a regular cash dividend
      payable out of retained earnings) or (b) if the Company shall offer to the
      holders of Common Stock for subscription or purchase by them any share of any
      class or any other rights or (c) if any capital reorganization of the Company,
      reclassification of the capital stock of the Company, consolidation or merger
      of
      the Company with or into another corporation, sale, lease or transfer of all
      or
      substantially all of the property and assets of the Company to another
      corporation, or voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company shall be effected, then in any such case, the Company shall
      cause
      to be mailed by certified mail, return receipt requested, to the Holder, at
      least fifteen days prior to the date specified in clauses (i) and (ii), as
      the
      case may be, of this Section 8 a notice containing a brief description of the
      proposed action and stating the date on which (i) a record is to be taken for
      the purpose of such dividend, distribution or rights, or (ii) such
      reclassification, reorganization, consolidation, merger, conveyance, lease,
      dissolution, liquidation or winding up is to take place and the date, if any
      is
      to be fixed, as of which the holders of Common Stock or other securities shall
      receive cash or other property deliverable upon such reclassification,
      reorganization, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding up.

     

    9.     Reclassification,
      Reorganization or Merger.
      In case
      of any reclassification, capital reorganization or other change of outstanding
      shares of Common Stock of the Company, or in case of any consolidation or merger
      of the Company with or into another corporation (other than a merger in which
      the Company is the continuing corporation and which does not result in any
      reclassification, capital reorganization or other change of outstanding shares
      of Common Stock of the class issuable upon exercise of this Warrant) or in
      case
      of any sale, lease or conveyance to another corporation of the property of
      the
      Company as an entirety, the Company shall, as a condition precedent to such
      transaction, cause effective provisions to be made so that the Holder shall
      have
      the right thereafter by exercising this Warrant, to purchase the kind and amount
      of shares of stock and other securities and property receivable upon such
      reclassification, capital reorganization and other change, consolidation,
      merger, sale or conveyance by a holder of the number of shares of Common Stock
      which might have been purchased upon exercise of this Warrant immediately prior
      to such reclassification, change, consolidation, merger, sale or conveyance.
      Any
      such provision shall include provision for adjustments which shall be as nearly
      equivalent as may be practicable to the adjustments provided for in this
      Warrant. The foregoing provisions of this Section 9 shall similarly apply to
      successive reclassifications, capital reorganizations and changes of shares
      of
      Common Stock and to successive consolidations, mergers, sales or conveyances.
      Notwithstanding the foregoing, in the event that, as a result of any merger,
      consolidation, sale of assets or similar transaction, all of the holders of
      Common Stock receive and are entitled to receive no consideration other than
      cash in respect of their shares of Common Stock, then, at the effective time
      of
      the transaction, the rights to purchase Common Stock pursuant to the Warrants
      shall terminate, and the holders of the Warrants shall, notwithstanding any
      other provisions of this Warrant, receive in respect of each Warrant to purchase
      one (1) share of Common Stock, upon presentation of the Warrant Certificate,
      the
      amount by which the consideration per share of Common Stock payable to the
      holders of Common Stock at such effective time exceeds the Exercise Price in
      effect on such effective date, without giving effect to the transaction;
      provided, however, that if such transaction would, but for this Section 9,
      result in a reduction in the Exercise Price pursuant to Section 6(c) of this
      Warrant, the Exercise Price shall be reduced to reflect that transaction. In
      the
      event that, in such a transaction, the value of the consideration to be received
      per share of Common Stock is equal to or less than the Exercise Price, the
      Warrants shall automatically terminate and no consideration will be paid with
      respect thereof.

     

    
      
         

      

      
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    10.     Transfer
      to Company with the Securities Act.

     

    (a)     The
      Holder of this Warrant shall be entitled to the benefits of the Registration
      Rights Agreement.

     

    (b)     This
      Warrant or the Warrant Shares or any other security issued or issuable upon
      exercise of this Warrant may not be sold or otherwise disposed of except
      pursuant to an effective registration statement under the Securities Act, or
      an
      exemption from the registration requirements of such Act.

     

    
      	 	 	 
	Dated
              as of November 7, 2007 	GENESIS PHARMACEUTICALS ENTERPRISES,
              INC.
	 
 	 
 	 
 
	
               

            	By:  	/s/ Cao
              Wubo 
	 	
              
Name:
              Cao Wubo
	 	Title:Chief
              Executive Officer


    


    
      
         

      

      
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    PURCHASE
      FORM

     

    


     

    Dated:                              
      , 20  

     

    
      	_____	
              The
                undersigned hereby irrevocably exercises this Warrant to the extent
                of
                purchasing _______ shares of Common Stock and hereby makes payment
                of
                $____________ in payment of the Exercise Price
                therefor.

            


    

     

     

    INSTRUCTIONS
      FOR REGISTRATION OF STOCK

     

    Name:______________________________________________________________________________
        

    (Please
      typewrite or print in block letters)

     

     

    Signature:___________________________________________
      

     

    Social
      Security or Employer Identification No.________________________

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED,_______________________________________________________

     

    hereby
      sells, assigns and transfer unto

     

    Name_________________________________________________________________________
      

    (Please
      typewrite or print in block letters)

     

    Address________________________________________________________________________
      

     

    Social
      Security or Employer Identification No._______________________ 

     

    The
      right
      to purchase Common Stock represented by this Warrant to the extent of
      _________shares as to which such right is exercisable and does hereby
      irrevocably constitute and appoint __________________ attorney to transfer
      the
      same on the books of the Company with full power of substitution.

     

    Dated:                
      , 20 

    


     

    Signature_________________________________________
      

     

    Signature
      Medallion Guaranteed:

     

    


    _________________________________________________
      

     

     

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