Unassociated Document


    Exhibit
      4.1

    


    NEITHER
      THIS DEBENTURE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
      DEBENTURE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
      ACT
      OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    
      	
              $5,000,000.
                

            	 	
              November
                7, 2007

            


    

    


    GENESIS
      PHARMACEUTICALS ENTERPRISES, INC.

    


    6%
      CONVERTIBLE SUBORDINATED DEBENTURE DUE NOVEMBER 30, 2010

    


    FOR
      VALUE
      RECEIVED, Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation
      (the
“Company”), hereby promises to pay to the order of Pope Investments, LLC, a
      Delaware limited liability company, or registered assigns (the “Holder”), the
      principal amount of five million dollars ($5,000,000) on November 30, 2010
      (“Maturity Date”). Interest on the outstanding principal balance shall be paid
      at the rate of six percent (6%) per annum, in semi-annual installments payable
      on May 31 and November 30 of each year, to the holder of record of this
      Debenture on the 15th
      day of
      the previous month, with the first interest payment being due on May 31, 2008.
      Interest shall be computed on the basis of a 360-day year, using the number
      of
      days actually elapsed. This Debenture is issued pursuant to a securities
      purchase agreement (the “Agreement”) dated November 6, 2007, by and among the
      Company, Pope Investments, LLC and the other Investors, if any, named therein
      pursuant to which the Company issued Debentures in the aggregate principal
      amount of $5,000,000. The Debentures issued pursuant to the Agreement which
      are
      outstanding at any time are collectively referred to as the “Debentures.” All
      terms defined in the Agreement and used in the Debentures shall have the same
      meaning in the Debentures as in the Agreement.

    


    Article
      1.

    Covenants
      of the Company

     

    (a)     Payment
      of Principal and Interest.
      The
      Company shall pay principal and interest in the amounts and at the times set
      forth in this Debenture.

     

    (b)     Fundamental
      Transaction.
      The
      Company shall not enter into any agreement with respect to Fundamental
      Transaction, as hereinafter defined, without the prior approval of the holders
      of a majority of the principal amount of the Debentures.

     

    Article
      2. 

    Events
      of Default; Acceleration

    


    (a)     Events
      of Default Defined.
      The
      entire unpaid principal amount of this Debenture, together with interest thereon
      shall, on written notice to the Company given by the holders of a majority
      of
      the principal amount of the Debentures then outstanding, forthwith become and
      be
      due and payable if any one or more the following events (“Events of Default”)
      shall have occurred (for any reason whatsoever and whether such happening shall
      be voluntary or involuntary or be affected or come about by operation of law
      pursuant to or in compliance with any judgment, decree, or order of any court
      or
      any order, rule or regulation of any administrative or governmental body) and
      be
      continuing. An Event of Default shall occur:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)     if
      failure shall be made in the payment of the principal when and as the same
      shall
      become due; or

     

    (ii)     if
      failure shall be made in the payment of interest on the Debenture 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; or

     

    (iii)     if
      any
      court or agency of the government of the Peoples’ Republic of China shall make a
      final determination that the PRC Agreements are not valid and enforceable
      agreement and such determination results if the Company not being able to
      realize in any material respect the benefits intended to be derived from the
      PRC
      Agreements and the Company is not able to restructure the PRC Agreements or
      enter into new agreement that provide the Company with substantially the
      benefits contemplated by the PRC Agreements; or 

     

    (iv)     if
      the
      Company shall violate or breach any of the representations, warranties and
      covenants contained in the Debentures or the Agreement and such violation or
      breach shall continue for thirty (30) days after written notice of such breach,
      setting forth in reasonable detail the nature of the breach, shall have been
      received by the Company from the Holder; or 

     

    (v)     if
      the
      Company or any Significant Subsidiary (which term shall mean any subsidiary
      of
      the Company which would be considered a significant subsidiary, as defined
      in
      Rule 1-02 of Regulation S-X of the SEC and shall include each of the Related
      Companies) shall consent to the appointment of a receiver, trustee or liquidator
      of itself or of a substantial part of its property, or shall admit in writing
      its inability to pay its debts generally as they become due, or shall make
      a
      general assignment for the benefit of creditors, or shall file a voluntary
      petition in bankruptcy, or an answer seeking reorganization in a proceeding
      under any bankruptcy law (as now or hereafter in effect) or an answer admitting
      the material allegations of a petition filed against the Company or any
      Significant Subsidiary, in any such proceeding, or shall by voluntary petition,
      answer or consent, seek relief under the provisions of any other now existing
      or
      future bankruptcy or other similar law providing for the reorganization or
      winding up of corporations, or an arrangement, composition, extension or
      adjustment with its or their creditors, or shall, in a petition in bankruptcy
      filed against it or them be adjudicated a bankrupt, or the Company or any
      Significant Subsidiary or their directors or a majority of its stockholders
      shall vote to dissolve or liquidate the Company or any Significant Subsidiary
      other than a liquidation involving a transfer of assets from a Subsidiary to
      the
      Company or another Subsidiary; or

     

    (vi)     if
      an
      involuntary petition shall be filed against the Company or any Significant
      Subsidiary seeking relief against the Company or any Significant Subsidiary
      under any now existing or future bankruptcy, insolvency or other similar law
      providing for the reorganization or winding up of corporations, or an
      arrangement, composition, extension or adjustment with its or their creditors,
      and such petition shall not be vacated or set aside within ninety (90) days
      from
      the filing thereof; or

     

    (vii)     if
      a
      court of competent jurisdiction shall enter an order, judgment or decree
      appointing, without consent of the Company or any Significant Subsidiary, a
      receiver, trustee or liquidator of the Company or any Significant Subsidiary,
      or
      of all or any substantial part of the property of the Company or any Significant
      Subsidiary, or approving a petition filed against the Company or any Significant
      Subsidiary seeking a reorganization or arrangement of the Company or any
      Significant Subsidiary under the Federal bankruptcy laws or any other applicable
      law or statute of the United States of America or any State thereof, or any
      substantial part of the property of the Company or any Significant Subsidiary
      shall be sequestered; and such order, judgment or decree shall not be vacated
      or
      set aside within ninety (90) days from the date of the entry thereof;
      or

     

    
      
        
        

      

      
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    (viii)     if,
      under
      the provisions of any law for the relief or aid of debtors, any court of
      competent jurisdiction shall assume custody or control of the Company or any
      Significant Subsidiary or of all or any substantial part of the property of
      the
      Company or any Significant Subsidiary and such custody or control shall not
      be
      terminated within ninety (90) days from the date of assumption of such custody
      or control.

     

    (b)     Default
      Interest in Certain Events.
      Upon
      the occurrence of an Event of Default under any one or more of Sections
      2(a)(iii) or (iv), then the interest rate on the Debenture shall be the lesser
      of (x) fifteen percent (15%) per annum or (y) the maximum amount allowable
      under
      law, applied retroactively to the date of this Debenture.

     

    (c)     Limited
      Guaranty.
      Laiyang
      Jiangbo Pharmaceutical Co., Ltd. and Genesis Jiangbo (Laiyang) Biotech
      Technologies Co., Ltd., each a limited liability company organized under the
      laws of the People’s Republic of China (collectively, the “Guarantors”), by
      execution of this Debenture, do hereby jointly and severally acknowledge that
      they and each of them will be a direct beneficiary of the financing provided
      by
      these Debentures and, as an inducement to Holder to purchase the Debentures,
      they do hereby jointly and severally guarantee the payment of the Company’s
      obligations under this Debenture to Holder promptly upon demand therefore by
      the
      Holders of a majority of the Debentures then outstanding, but if only if this
      Debenture shall become due and payable following an Event of Default pursuant
      to
      Section 2(a)(iii) of this Debenture. This guaranty is a continuing guarantee
      and
      shall remain in full force and effect until the Company’s obligations under this
      Debenture shall have been fully and irrevocably paid, discharged or satisfied
      in
      full regardless of any intermediate payment or discharge in part. The
      obligations of the Guarantors under this guarantee will not be affected by
      any
      act, omission, matter or thing which, but for this provision, would reduce,
      release or prejudice any of its obligations under this guarantee or prejudice
      or
      diminish those obligations in whole or in part. All payments by the Guarantors
      under this guarantee shall be made to the Holder of this Debenture to its
      account at such office or bank whose main office is located in the United States
      of America as the Holder may notify to the Guarantors for this purpose, and
      Guarantors covenant to take such action and seek such consents as are necessary
      to make such payments in US Dollars to the Holder as contemplated hereby. All
      payments made by the Guarantors under this guarantee shall be made without
      set-off or counterclaim. 

     

    (d)     Rights
      of Debenture Holder.
      Nothing
      in this Debenture shall be construed to modify, amend or limit in any way the
      right of the holder of this Debenture to bring an action against the
      Company.

     

    Article
      3.

    Conversion

    


    (a)     Conversions
      at Option of Holder.
      This
      Debenture shall be initially convertible, in whole at any time or in part from
      time to time into such number of shares of Common Stock as is determined by
      dividing the amount of principal being converted by the Conversion Price. The
      Conversion Price shall be twenty five cents ($.25), subject to adjustment as
      provided in this Article 3. 

    

    

    
      
        
        

      

      
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    (b)     Mechanics
      of Conversion.

     

    (i)     The
      Holder of this Debenture shall effect conversions by providing the Company
      with
      the form of conversion notice attached hereto as Annex
      A
      (a
“Notice
      of Conversion”)
      executed by the Holder, together with the delivery by the Holder to the Company
      of this Debenture, with this Debenture being duly endorsed in full for transfer
      to the Company or with an applicable stock power duly executed by the Holder
      in
      the manner and form as deemed reasonable by the transfer agent of the Common
      Stock; provided, however, that at the election of the Holder, the Holder may
      execute the Notice of Conversion and transmit the Notice of Conversion to the
      Company without the physical delivery of this Debenture. Each Notice of
      Conversion shall specify the principal amount of this Debenture to be converted,
      the principal amount of this Debenture outstanding prior to the conversion
      at
      issue, the principal amount of this Debenture owned subsequent to the conversion
      at issue, and the date on which such conversion is to be effected, which date
      may not be prior to the date the Holder delivers such Notice of Conversion
      to
      the Company by overnight delivery service or by telecopier or PDF (the
“Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the Trading Day immediately preceding the date that such Notice of
      Conversion and applicable stock certificates are received by the Company. The
      calculations and entries set forth in the Notice of Conversion shall control
      in
      the absence of manifest or mathematical error. The principal amount of this
      Debenture being converted in accordance with the terms of this Section 3(b)(i)
      shall be canceled and may not be reissued.

     

    (ii)     Except
      as
      otherwise set forth herein, not later than three Trading Days after each
      Conversion Date (the “Share
      Delivery Date”),
      the
      Company shall deliver to the Holder a certificate or certificates which, after
      the Effective Date, shall be free of restrictive legends and trading
      restrictions (other than those required by the Agreement and the Securities
      Act)
      representing the number of shares of Common Stock being acquired upon the
      conversion of this Debenture. After the effective date of the Conversion Shares
      Registration Statement, as defined in the Certificate of Designation, the
      Company shall, upon request of the Holder, deliver any certificate or
      certificates required to be delivered by the Company under this Section
      electronically through the Depository Trust Company or another established
      clearing Company performing similar functions if the Company’s transfer agent
      has the ability to deliver shares of Common Stock in such manner. If in the
      case
      of any Notice of Conversion such certificate or certificates are not delivered
      to or as directed by the applicable Holder by the third Trading Day after the
      Conversion 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 Company shall
      immediately return the this Debenture to the Holder.

     

    (iii)     The
      Company’s obligations to issue and deliver the Conversion Shares upon conversion
      of this Debenture 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 Conversion Shares. In the event a Holder shall elect to convert
      any or all of this Debenture, the Company may not refuse conversion based on
      any
      claim that such 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
      conversion of all or part of this Debenture 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 Conversion Value of the principal amount of the Debenture
      outstanding (i.e.,
      the
      value of the shares of Common Stock issued upon conversion of such principal
      amount of this Debenture) which is subject to the injunction, which bond shall
      remain in effect until the completion of arbitration/litigation of the dispute
      and the proceeds of which shall be payable to such Holder to the extent it
      obtains judgment. In the absence of an injunction precluding the same, the
      Company shall issue Conversion Shares upon a properly noticed conversion.


     

    
      
        
        

      

      
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    (iv)     If
      the
      Company fails to deliver to the Holder such certificate or certificates pursuant
      to Section 3(b)(ii) by a Share Delivery Date, and if after such Share 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 Conversion
      Shares which the Holder was entitled to receive upon the conversion relating
      to
      such Share Delivery Date (a “Buy-In”),
      then
      the Company shall pay in cash to the Holder the amount by which (x) the Holder’s
      total purchase price (including brokerage commissions, if any) for the Common
      Stock so purchased exceeds (y) the product of (I) the aggregate number of shares
      of Common Stock that such Holder was entitled to receive from the conversion
      at
      issue multiplied by (II) 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 conversion of a portion of this Debenture with respect to which
      the
      aggregate sale price giving rise to such purchase obligation is $10,000, under
      clause (A) of 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
      Company. Nothing herein 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 conversion of this Debenture as required pursuant
      to
      the terms hereof.

     

    (c)     Reservation
      of Share of Common Stock.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued shares of Common Stock solely for the purpose of
      issuance upon conversion of this Debenture, as herein provided, free from
      preemptive rights or any other actual contingent purchase rights of persons
      other than the Holders, not less than such number of shares of the Common Stock
      as shall (subject to any additional requirements of the Company as to
      reservation of such shares set forth in the Agreement) be issuable upon the
      conversion of this Debenture. The Company covenants that all shares of Common
      Stock that shall be so issuable shall, upon issue, be duly and validly
      authorized, issued and fully paid, non-assessable.

     

    (d)     Fractional
      Shares.
      Upon a
      conversion hereunder, the Company shall not be required to issue stock
      certificates representing fractions of shares of the Common Stock. All
      fractional shares shall be carried forward and any fractional shares which
      remain after the Holder converts the full principal amount of this Debenture
      shall be dropped and eliminated.

     

    (e)     Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of this
      Debenture shall be made without charge to the Holders thereof for any
      documentary stamp or similar taxes that may be payable in respect of the issue
      or delivery of such certificate, provided that the Company shall not be required
      to pay any tax that may be payable in respect of any transfer involved in the
      issuance and delivery of any such certificate upon conversion in a name other
      than that of the Holder, and the Company shall not be required to issue or
      deliver such certificates unless or until the person or persons requesting
      the
      issuance thereof shall have paid to the Company the amount of such tax or shall
      have established to the satisfaction of the Company that such tax has been
      paid.

     

    
      
        
        

      

      
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    (f)     Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Debenture shall alter or
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay the liquidated damages (if any) on, this Debenture at the time, place,
      and
      rate, and in the coin or currency, herein prescribed.

     

    (g)     Certain
      Adjustments.

     

    (i)     Stock
      Dividends and Stock Splits.
      If the
      Company, at any time from and after the Closing Date, while this Debenture
      is
      outstanding: (A) shall pay a stock dividend or otherwise make a distribution
      or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for avoidance
      of
      doubt, shall not include any shares of Common Stock issued by the Company
      pursuant to this Debenture), (B) subdivide outstanding shares of Common Stock
      into a larger number of shares, (C) combine (including by way of reverse stock
      split) outstanding shares of Common Stock into a smaller number of shares,
      or
      (D) issue by reclassification of shares of the Common Stock any shares of
      capital stock of the Company, then the Conversion Price shall be multiplied
      by a
      fraction of which the numerator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding before such event and the
      denominator shall be the number of shares of Common Stock (excluding treasury
      shares, if any) outstanding after such event. Any adjustment made pursuant
      to
      this Section 3(g)(i) shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective date
      in
      the case of a subdivision, combination or re-classification.

     

    (ii)     Price
      Adjustment.
      From
      and after the Closing Date and until such time as this Debenture is no longer
      outstanding, except for (a) Exempt Issuances, (b) issuances covered by Sections
      3(g)(i) and 3(g)(iii) of this Debenture, 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 3(g)(ii),
      as to all of which this Section 3(g)(ii) does not apply, if the Company closes
      on the sale or issuance of Common Stock at a price, or issues Convertible
      Securities with a conversion price or exercise price per share which is less
      than the Conversion 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
      Conversion 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.

     

    (h)     Pro
      Rata Distributions.
      The
      Company shall not, at any time while this Debenture is outstanding, make any
      distribution to holders of Common Stock of evidences of its indebtedness or
      assets or rights or warrants to subscribe for or purchase any
      security.

     

    (i)     Calculations.
      All
      calculations under this Section 3 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be.

     

    (j)     Notice
      to Holders.

     

    (i)     Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to this Section 3, the
      Company shall promptly mail to each Holder a notice setting forth the adjustment
      and setting forth a brief statement of the facts requiring such adjustment.
      If
      the Company issues a variable rate security the Company shall be deemed to
      have
      issued Common Stock or Common Stock equivalents at the lowest possible
      conversion or exercise price at which such securities may be converted or
      exercised.

     

    
      
        
        

      

      
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    (ii)     Notices
      of Other Events.
      If (a)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (b) the Company shall declare a redemption of the Common Stock; (c)
      the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; (d) the approval of any stockholders of the Company
      shall be required in connection with any reclassification of the Common Stock
      or
      any Fundamental Transaction, (e) the
      Company shall authorize the voluntary or involuntary dissolution, liquidation
      or
      winding up of the affairs of the Company; then in each case, the Company shall
      cause to be filed at each office or agency maintained for the purpose of
      conversion of this Debenture, and shall cause to be mailed
      to
      the Holder of this Debenture at such Holder’s last addresses as it shall appear
      upon the stock
      books of
      the
      Company, at least twenty (20) calendar days prior to the applicable record
      or
      effective date hereinafter specified, a notice stating (x)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of the Common Stock of record to be entitled
      to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification is expected to become
      effective or close, and the date as of which it is expected that holders of
      the
      Common Stock of record shall be entitled to exchange their shares of the Common
      Stock for securities, cash or other property deliverable upon such
      reclassification or Fundamental Transaction; provided, that the failure to
      mail
      such notice or any defect therein or in the mailing thereof shall not affect
      the
      validity of the corporate action required to be specified in such
      notice.

     

    (k)     Exempt
      Issuance.
      Notwithstanding the foregoing, no adjustment in the Conversion Price will be
      made in respect of an Exempt Issuance.

     

    (l)     Fundamental
      Transaction.
      If, at
      any time while this Debenture is outstanding, (A) the Company effects any merger
      or consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (D) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental Transaction”), then upon any subsequent
      conversion of this Debenture, the Holder shall have the right to receive, for
      each Conversion Share that would have been issuable upon such conversion absent
      such Fundamental Transaction, the same kind and amount of securities, cash
      or
      property as it would have been entitled to receive upon the occurrence of such
      Fundamental Transaction if it had been, immediately prior to such Fundamental
      Transaction, the holder of one share of Common Stock (the “Alternate
      Consideration”). For purposes of any such conversion, the determination of the
      Conversion Price shall be appropriately adjusted to apply to such Alternate
      Consideration based on the amount of Alternate Consideration issuable in respect
      of one share of Common Stock in such Fundamental Transaction, and the Company
      shall apportion the Conversion Price among the Alternate Consideration in a
      reasonable manner reflecting the relative value of any different components
      of
      the Alternate Consideration. If holders of Common Stock are given any choice
      as
      to the securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate Consideration
      it receives upon any conversion of this Debenture following such Fundamental
      Transaction. To the extent necessary to effectuate the foregoing provisions,
      any
      successor to the Company or surviving entity in such Fundamental Transaction
      shall assume this Debenture. 

     

    
      
        
        

      

      
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    Article
      4.

    Subordination

     

    (a)     Agreement
      of Subordination.
      The
      Company, for itself, its successors and assigns, covenants and agrees, and
      the
      Holder of this Debenture by acceptance of this Debenture likewise covenants
      and
      agrees, that the payment of the principal of and interest on this Debenture
      is
      hereby expressly subordinated, to the extent and in the manner hereinafter
      set
      forth, to the prior payment in full of all Senior Indebtedness, as hereinafter
      defined. The provisions of this Article 4 shall constitute a continuing offer
      to
      all persons who, in reliance upon such provision, become holders of, or continue
      to hold, Senior Indebtedness, and such provisions are made for the benefit
      of
      the holders of Senior Indebtedness, and such holders are hereby made obligees
      hereunder the same as if their names were written herein as such, and they
      and/or each of them may proceed to enforce such provisions.

     

    (b)     Company
      Not to Make Payments with Respect to Debenture in Certain
      Circumstances.

     

    (i)     Upon
      the
      maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise,
      all principal thereof and premium, if any, and interest thereon shall first
      be
      paid in full, or such payment duly provided for in cash or in a manner
      satisfactory to the holder or holders of such Senior Indebtedness, before any
      payment is made by the Company (A) on account of the principal of or interest
      on
      this Debenture or (B) to acquire this Debenture.

     

    (ii)     Upon
      the
      happening of an event of default with respect to any Senior Indebtedness, as
      such event of default is defined therein or in the instrument under which it
      is
      outstanding, permitting the holders to accelerate the maturity thereof, then,
      unless and until such event of default shall have been cured or waived or shall
      have ceased to exist, no payment shall be made by the Company (A) on account
      of
      the principal of or interest on this Debenture or (B) to acquire this
      Debenture.

     

    (iii)     Subject
      to Sections 4(b)(i) and (ii) of this Debenture, as long as any Senior
      Indebtedness shall be outstanding, (A) the Company shall not make any payment
      of
      principal on this Debenture except upon the Maturity Date, and (B) the Company
      may pay interest on this Debenture as long as the payment of such principal
      or
      interest will not result in an event of default under the terms of the
      instruments pursuant to which the Senior Indebtedness is issued.

     

    (iv)     In
      the
      event that, notwithstanding the provision of this Section 4(b), the Company
      shall make any payment to the Holder of this Debenture on account of the
      principal of or interest on this Debenture after the happening of a default
      in
      payment of the principal of or premium, if any, or interest on Senior
      Indebtedness or after receipt by the Company of written notice of an event
      of
      default with respect to any Senior Indebtedness, then unless and until such
      default or event of default shall have been cured or waived or shall have ceased
      to exist, such payment shall be held by the holder of this Debenture in trust
      for the benefit of, and shall be paid forthwith over and delivered to, the
      holders of Senior Indebtedness (pro rata as to each of such holders on the
      basis
      of the respective amounts of Senior Indebtedness held by them) or their
      representative or the trustee under the indenture or other agreement (if any)
      pursuant to which any instruments evidencing any Senior Indebtedness may have
      been issued, as their respective interests may appear, for application to the
      payment of all Senior Indebtedness remaining unpaid to the extent necessary
      to
      pay all Senior Indebtedness in full in accordance with the terms of such Senior
      Indebtedness, after giving effect to any concurrent payment or distribution
      to
      or for the holders of Senior Indebtedness.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (c)     Debentures
      Subordinated to Prior Payment of all Senior Indebtedness on Dissolution,
      Liquidation or Reorganization of Company.
      Upon
      any distribution of assets of the Company upon any dissolution, winding up,
      liquidation or reorganization of the Company (whether in bankruptcy, insolvency
      or receivership proceedings or upon an assignment for the benefit of creditors
      or otherwise):

     

    (i)     The
      holders of all Senior Indebtedness shall first be entitled to receive payment
      in
      full of the principal thereof, premium, if any, and interest due thereon before
      the holder of this Debenture are entitled to receive any payment on account
      of
      the principal of or interest on this Debenture (other than securities of the
      Company or any other entity provided for by a plan of reorganization or
      readjustment which stock and securities are subordinated to the payment of
      all
      Senior Indebtedness and securities received in lieu thereof which may at the
      time be outstanding); and

     

    (ii)     Any
      payment or distribution of assets of the Company of any kind or character
      whether in cash, property or securities (other than securities that are
      subordinated to the payment of all Senior Indebtedness and securities received
      in lieu thereof which may at the time be outstanding), to which the holder
      of
      this Debenture would be entitled except for the provisions of this Article
      4,
      shall be paid by the liquidating trustee or agent or other person making such
      payment of distribution, whether a trustee in bankruptcy, a receiver or
      liquidating trustee or other trustee or agent, directly to the holders of Senior
      Indebtedness or their representative or representatives, or to the trustee
      or
      trustees under any indenture under which any instruments evidencing any of
      such
      Senior Indebtedness may have been issued, to the extent necessary to make
      payment in full of all Senior Indebtedness remaining unpaid, after giving effect
      to any concurrent payment or distribution or provision therefor to the holders
      of such Senior Indebtedness.

     

    (iii)     In
      the
      event that, notwithstanding the foregoing provision of this Section 4(c), any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities (other than shares representing equity
      of the Company as reorganized or readjusted, or securities of the Company or
      any
      other entity provided for by a plan of reorganization or readjustment which
      stock and securities are subordinated to the payment of all Senior Indebtedness
      and securities received in lieu thereof which may at the time be outstanding),
      shall be received by the holder of this Debenture on account of principal of
      or
      interest on this Debenture before all Senior Indebtedness is paid in full,
      or
      effective provision made for its payment or distribution, such payment or
      distribution shall be received and held in trust for and shall be paid over
      to
      the holders of the Senior Indebtedness remaining unpaid or unprovided for or
      their representative or representatives, or to the trustee or trustees under
      any
      indenture under which any instruments evidencing any of such Senior Indebtedness
      may have been issued, for application to the payment of such Senior Indebtedness
      until all such Senior Indebtedness shall have been paid in full, after giving
      effect to any concurrent payment or distribution or provision therefor to the
      holders of such Senior Indebtedness.

     

    (d)     Debentureholder
      to be Subrogated to Right of Holders of Senior Indebtedness.
      Subject
      to the payment in full of all Senior Indebtedness, the holders of the Debentures
      shall be subrogated, pro rata, to the rights of the holders of Senior
      Indebtedness to receive payments or distributions of assets of the Company
      applicable to the Senior Indebtedness until all amounts owing on the Debentures
      shall be paid in full, and, for the purpose of such subrogation, no payments
      or
      distributions to the holders of the Senior Indebtedness by or on behalf of
      the
      Company or by or on behalf of the holder of this Debentures by virtue of this
      Article 4 which otherwise would have been made to the holder of this Debentures
      shall, as between the Company and the holder of this Debenture, be deemed to
      be
      payment by the Company to or on account of the Senior Indebtedness, it being
      understood that the provisions of this Article 4 are, and are intended solely,
      for the purpose of defining the relative rights of the holders of the
      Debentures, on the one hand, and the holders of the Senior Indebtedness, on
      the
      other hand.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (e)     Obligation
      of the Company Unconditional.
      Nothing
      contained in this Article 4 or elsewhere in this Debenture is intended to or
      shall impair as between the Company and the holder of this Debenture, the
      obligation of the Company, which is absolute and unconditional, to pay to the
      holder of this Debenture the principal of and interest on this Debenture as
      and
      when the same shall become due and payable in accordance with its terms, or
      is
      intended to or shall affect the relative rights of the holder of this Debenture
      and creditors of the Company other than the holders of the Senior Indebtedness,
      nor shall anything herein or therein prevent the holder of this Debenture of
      this Debenture from exercising all remedies otherwise permitted by applicable
      law upon default under this Debenture, subject to the rights, if any, under
      this
      Article 4 of the holders of Senior Indebtedness in respect of cash, property
      or
      securities of the Company received upon the exercise of any such remedy;
      provided, however, that the holder of this Debenture shall not exercise any
      remedies if the exercise of such remedies would result in an event of default
      under the terms of the Senior Indebtedness. Upon any distribution of assets
      of
      the Company referred to in this Article 4, the holders of this Debenture shall
      be entitled to rely upon any order or decree made by any court of competent
      jurisdiction in which any dissolution, winding up, liquidation or reorganization
      proceedings are pending, or a certificate of the liquidating trustee or agent
      or
      other person making any distribution to the holder of this Debenture for the
      purpose of ascertaining the persons entitled to participate in such
      distribution, the holders of the Senior Indebtedness and other indebtedness
      of
      the Company, the amount thereof or payable thereon, the amount or amounts paid
      or distributed thereon and all other facts pertinent thereto or to this Article
      4. In no event shall any provision of this Article 4 be interpreted as limiting
      or abrogating the right of the holder of this Debenture to convert principal
      and
      interest thereon pursuant to Article 3 of this Debenture.

     

    (f)     Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
      Indebtedness.
      No
      right of any present or future holders of any Senior Indebtedness to enforce
      subordination as herein provided shall at any time in any way be prejudiced
      or
      impaired by any act or failure to act on the part of the Company or by any
      act
      or failure to act, in good faith, by any such holder, or by any noncompliance
      by
      the Company with the terms, provisions and covenants of this Debenture,
      regardless of any knowledge thereof which any such holder may have or be
      otherwise charged with.

     

    (g)     Definition
      of Senior Indebtedness.
      The
      term “Senior Indebtedness” is defined to mean the principal of and premium, if
      any, and interest on and any obligations of the Company with respect to the
      Company’s indebtedness to all indebtedness and obligations (other than the
      Debentures) of the Company to banks, insurance companies and other institutional
      lenders.

     

    (h)     Additional
      Agreement.
      The
      holder of this Debenture, by its acceptance of this Debenture, agrees to execute
      any formal instruments of subordination which may be reasonably requested by
      any
      holder of Senior Indebtedness. 

     

    Article
      5.

    Miscellaneous

    


    (a)     Transferability.
      This
      Debenture shall not be transferred except in a transaction exempt from
      registration pursuant to the Securities Act and applicable state securities
      law.
      The Company shall treat as the owner of this Debenture the person shown as
      the
      owner on its books and records.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (b)     Limited
      Right of Prepayment.
      The
      Company shall have no right to prepay this Debenture without the prior written
      consent of the Holder, which consent may be given or withheld by the Holder
      in
      its sole discretion. Any prepayment shall be accompanied by interest on this
      Debenture to the date of prepayment.

     

    (c)     WAIVER
      OF TRIAL BY JURY.
      IN ANY
      LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS DEBENTURE, THE COMPANY WAIVES TRIAL
      BY JURY.

     

    (d)     WAIVER
      OF ANY RIGHT OF COUNTERCLAIM.
      EXCEPT
      AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIM
      IT
      MAY HAVE AGAINST THE HOLDER OF THIS DEBENTURE BY WAY OF A COUNTERCLAIM (OTHER
      THAN A COMPULSORY COUNTERCLAIM) IN ANY ACTION ON THIS DEBENTURE.

     

    (e)     Usury
      Saving Provision.
      All
      payment obligations arising under this Debenture are subject to the express
      condition that at no time shall the Company be obligated or required to pay
      interest at a rate which could subject the Holder of this Debenture to either
      civil or criminal liability as a result of being in excess of the maximum rate
      which the Company is permitted by law to contract or agree to pay. If by the
      terms of this Debenture, the Company is at any time required or obligated to
      pay
      interest at a rate in excess of such maximum rate, the applicable rate of
      interest shall be deemed to be immediately reduced to such maximum rate, and
      interest thus payable shall be computed at such maximum rate, and the portion
      of
      all prior interest payments in excess of such maximum rate shall be applied
      and
      shall be deemed to have been payments in reduction of principal.

     

    (f)     Notice
      to Company.
      Notice
      to the Company shall be given to the Company at its principal executive offices,
      presently located at Middle Section, Longmao Street, Area A, Laiyang
      Waixiangxing Industrial Park, Laiyang City, Yantai, Shandong Province, People’s
      Republic of China 710075, attention of Mr. Cao, Wubo, CEO, with a copy to Asher
      S. Levitsky PC, Sichenzia Ross Friedman Ference LLP, 61 Broadway, New York,
      NY
      10006, or to such other address or person as the Company may, from time to
      time,
      advise the holder of this Debenture, or to the holder of this Debenture at
      the
      address set forth on the Company’s records. Notice shall be given by hand
      delivery, certified or registered mail, return receipt requested, overnight
      courier service which provides evidence of delivery, or by telecopier if
      confirmation of receipt is given or of confirmation of transmission is sent
      as
      herein provided.

     

    (g)     Governing
      Law.
      This
      Debenture shall be governed by the laws of the State of New York applicable
      to
      agreements executed and to be performed wholly within such state. The Company
      hereby (i) consents to the exclusive jurisdiction of the United States District
      Court for the Southern District of New York and Supreme Court of the State
      of
      New York in the County of New York in any action relating to or arising out
      of
      this Debenture, (ii) agrees that any process in any such action may be served
      upon it either (x) by certified or registered mail, return receipt requested,
      or
      by an overnight courier service which obtains evidence of delivery, with the
      same full force and effect as if personally served upon him in New York City
      or
      (y) any other manner permitted by law, and (iii) waives any claim that the
      jurisdiction of any such tribunal is not a convenient forum for any such action
      and any defense of lack of in personam jurisdiction with respect
      thereto.

     

    (h)     Expenses.
      In the
      event that the Holder commences a legal proceeding in order to enforce its
      rights under this Debenture, the Company shall pay all reasonable legal fees
      and
      expenses incurred by the holder with respect thereto.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has executed this Debenture as of the date and
      year
      first aforesaid.

     

    
      	 	 	 
	 	GENESIS PHARMACEUTICALS ENTERPRISES,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Cao
              Wubo 
	 	
              
Cao
              Wubo,
              Chief Executive Officer 
	 	 


    

     

    The
      undersigned do hereby agree to the guarantee set forth in Section 2(c) of this
      Debenture.

    
       

      
        	 	 	 
	 	
                LAIYANG
                  JIANGBO PHARMACEUTICAL CO., LTD.

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


      

       

      
        
          
            	 	 	 
	 	GENESIS JIANGBO (LAIYANG) BIOTECH
 TECHNOLOGIES
                    CO., LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Cao
                    Wubo 
	 	
                    
Name:
                    Cao Wubo
	 	Title:
                    Chief Executive Officer


          

           

        

      

      

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

      

       

    

    NOTICE
      OF
      CONVERSION

    


    


    [To
      be
      Signed Only Upon Conversion

    of
      Part
      or All of Debentures]

    


    Genesis
      Pharmaceuticals Enterprises, Inc.

    


    The
      undersigned, the holder of the foregoing Debenture, hereby surrenders such
      Debenture for conversion into shares of Common Stock of Genesis Pharmaceuticals
      Enterprises, Inc. to the extent of $       *
      unpaid principal amount of due on such Debenture, and requests that the
      certificates for such shares and Warrants be issued in the name of
      ________________,
      and
      delivered to ____________________,
      whose
      address is ___________________.

     

    


    Dated:____________________

     

     

    _________________________

    (Signature)

    


    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Debenture.)

    


     

        * Insert
      here the unpaid principal amount of the Debenture (or, in the case of a partial
      conversion, the
      portion thereof as to which the Debenture is being converted). In the case
      of a
      partial conversion, a new Debenture will be issued and delivered, representing
      the unconverted portion of the unpaid principal amount of this Debenture, to
      or
      upon the order of the holder surrendering such Debenture.

     

     

    -13-