Exhibit 10.4

                          ACKNOWLEDGMENT AND AMENDMENT

         The undersigned subscriber ("Subscriber") has reviewed the Confidential
Private  Offering   Memorandum  of  Bionovo,   Inc.  dated  March  1,  2005,  as
supplemented and amended by the First Supplement dated March 25, 2005 (together,
the  "Memorandum"),  and as  further  supplemented  and  amended  by the  Second
Supplement of Lighten Up Enterprises  International,  Inc. ("New Bionovo"),  the
parent of Bionovo, Inc., dated April 11, 2005 (the "Second Supplement").

         The Subscriber has submitted,  or is submitting  concurrently with this
Acknowledgment and Amendment, a Subscription  Agreement,  Investor Questionnaire
and  Registration  Rights  Agreement as attached as Appendices B, C and D to the
Memorandum.  The Subscriber  understands  that the Offering  contemplated by the
Memorandum as amended by the Second Supplement contemplates the sale of Units of
New  Bionovo  and the not of  Bionovo,  Inc.,  where each Unit is  comprised  of
200,000 shares of common stock,  par value $.0001 per share,  of New Bionovo and
warrants to purchase  25,000 shares of such common stock for $0.75 per share and
25,000 shares of such common stock for $1.00 per share  exercisable for a period
of five years. The purchase price for each Unit is $100,000.

         In accordance  with the above,  the  Subscriber  hereby agrees that the
foregoing Subscription Agreement, Investor Questionnaire and Registration Rights
Agreement   submitted  by  the  Subscriber   (collectively,   the  "Subscription
Documents") are amended as follows:

    a)   Except as set forth below,  all terms defined in the Second  Supplement
         will  have  the  same  terms  when  used  in  any  one or  more  of the
         Subscription Documents;  PROVIDED that "Bionovo, Inc.," "Bionovo, Inc.,
         a  Delaware  corporation,"  and the  term  "Company"  when  used in the
         Subscription Documents shall mean Lighten Up Enterprises International,
         Inc., a Nevada corporation;

    b)   The first recital of the  Subscription  Agreement is hereby amended and
         restated in its entirety as follows:  "WHEREAS,  the Company desires to
         secure  equity  financing  by  issuing up to  $1,904,500  in Units at a
         purchase price of $100,000 per Unit, with an  Over-Allotment  option to
         issue to an additional  $2,000,000 in Units at the same price per Unit;
         and;";

    c)   Section 3.4 of the  Subscription  Agreement and all  references to such
         section are hereby deleted;

    d)   Section 4.2 of the Subscription Agreement is hereby deleted;

    e)   Section  4.3  of the  Subscription  Agreement  is  hereby  amended  and
         restated in its  entirety as follows:  "The Company  shall  execute and
         deliver  a  counterpart  signature  page  to  the  Registration  Rights
         Agreement,  as amended,  executed by Subscriber in connection  with the
         within subscription ("Registration Rights Agreement").";

                        Acknowledgment and Amendment - 1
<PAGE>

    f)   Recitals A, B and C to the  Registration  Rights  Agreement  are hereby
         amended and restated in their  entirety as follows:  "A. Each Purchaser
         has executed and  delivered  to Lighten Up  International  Enterprises,
         Inc., a Nevada corporation  ("Pubco" or the "Company"),  a Subscription
         Agreement as amended by an Acknowledgment and Amendment  ("Subscription
         Agreement")  to purchase  the number of Units  subscribed  for therein,
         where each Unit  consists  of 200,000  shares of the  Company's  common
         stock  ("Common  Stock" or "Pubco  Stock") and warrants  ("Warrants" or
         "Pubco  Warrants") to purchase  25,000 shares of Common Stock for $0.75
         per  share  and  25,000  shares  of  Common  Stock  for $1.00 per share
         exercisable for a period of five years; B. The Company has acquired the
         business of Bionovo,  Inc.,  a Delaware  corporation,  on April 6, 2005
         (the  "Closing  Date")  pursuant to an  Agreement of Merger and Plan of
         Reorganization;  and C. As a condition  to the closing the  Purchaser's
         subscription  set forth in its Subscription  Agreement,  the Company is
         required to execute and deliver  this  Agreement  to the  Purchaser  to
         provide for certain registration rights with respect to the Pubco Stock
         purchased pursuant to such Subscription  Agreement ("Subscribed Stock")
         and Pubco  Stock  issuable  upon  exercise  of the  Warrants  purchased
         pursuant to such Subscription Agreement ("Warrant Shares").";

    g)   The definition of "Registrable Securities" as set forth in Section 1 of
         the Registration Rights Agreement is hereby amended and restated in its
         entirety  as  follows:  ""Registrable  Securities"  means the shares of
         Subscribed Stock,  Warrant Shares, and any shares issued upon any stock
         split,  dividend  or other  distribution,  recapitalization  or similar
         event with respect to the foregoing.";

    h)   References to the respective  Subscription Documents shall be deemed to
         refer to each such  document  as  amended  by this  Acknowledgment  and
         Amendment.

IN  CONNECTION  WITH THE  FOREGOING,  THE  SUBSCRIBER BY INITIALING IN THE SPACE
PROVIDED BELOW ELECTS TO:

_____ Reaffirm its subscription for Units pursuant to Subscriber's  Subscription
Agreement, as amended by this Acknowledgment and Amendment, and acknowledges the
information  and terms set forth in the  Memorandum  as  revised  by the  Second
Supplement and agrees to the above amendments to the Subscription Documents.

_____  Modify  its  subscription  amount  for  Units  pursuant  to  Subscriber's
Subscription  Agreement,  as amended by this  Acknowledgment and Amendment,  and
acknowledges the information and terms set forth in the Memorandum as revised by
the Second  Supplement  and agrees to the above  amendments to the  Subscription
Documents.

                  Number of UNITS Subscribed For: ____________ Units

                  Total Purchase Price: $___________ [Number of Units
                                                     subscribed x $100,000]

_____ No longer  participate  in this  Offering.  Please return my  subscription
funds as promptly as possible.


                        Acknowledgment and Amendment - 2
<PAGE>

FOR INDIVIDUAL SUBSCRIBERS                FOR CORPORATE, PARTNERSHIP, LLC
                                          OR TRUST SUBSCRIBERS
(A)
   ------------------------------------   --------------------------------------
    Name of Subscriber [Please Print]     Name of Subscriber [Please Print]


---------------------------------------   --------------------------------------
Signature                                 Authorized Signatory

(B)
   ------------------------------------   --------------------------------------
    Name of Subscriber [Please Print]     Name and Title of Authorized Signatory
                                          [Please Print]


---------------------------------------
Signature

Date and Place of Execution:

Date:                                     Place:
      ---------------------------------         --------------------------------


                               *        *        *








                        Acknowledgment and Amendment - 3