EXHIBIT
“__”

    


    NEITHER
THE OFFER NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
“ACT”).  THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER
THE ACT.

    


    JADE
PHARMACEUTICALS, INC.

    10%
CONVERTIBLE EXCHANGEABLE DEBENTURE

    DUE:
December  __, 20__

    


    


    
      
        	
                No.
      __

              	
                             ______,
      2010

              
	
                $__________

              	
                New
      York, New York

              


      

    

    


    FOR VALUE
RECEIVED, the undersigned, JADE
PHARMACEUTICALS, INC. or its successors (herein called the “Company”), a corporation
organized and existing under the laws of the British Virgin Islands, promises to
pay to the order of _____________________________________, or his or its
registered assigns (the “Holder”), the principal sum of
__________________ ___________________________________________Dollars
(US$_________) on December __, 20__ (the “Maturity Date”),

    


    together
with interest (computed on the basis of a 360-day year) on the outstanding
principal amount at the rate of ten percent (10.00%) per annum from the date
hereof, and shall be cumulative but not compounded, payable upon conversion or
Maturity, provided,
however, thatthe
interest on this Debenture shall be paid either in kind in shares of the common
stock of the Company (the “Common Stock”) upon any
conversion.

    


    1.           Subscription
Agreement.   This
Debenture has been issued pursuant to the terms and conditions set forth in the
Subscription Agreement dated as of December __, 2010 by and among the Company
and the respective Investors named therein (the “Subscription
Agreement”).  All of the terms and conditions of such
Subscription Agreement are incorporated herein by this reference, and all
capitalized terms not separately defined in this Debenture, shall have the same
meanings as defined in the Subscription Agreement.

    


    2.           Conversion
Rights.

     

    a.           Optional
Conversion.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Upon the first closing of a subsequent
financing in an amount equal to or greater than $3,000,000 (the “PIPE
Financing), the holders of the Debentures shall have the option to convert the
Debentures into securities of like kind to the securities sold in the PIPE (the
“Conversion Securities”).  The conversion rate used for determining
the quantity of Conversion Securities to be exchanged for the Debentures shall
be at a conversion rate equal to 50% of the per share price that shares have
been sold in the Company’s PIPE financing (the “Conversion Price”) to be
completed concurrently with the closing of the PIPE Financing. For example, each
investor who contributes $50,000 will receive $100,000 worth of shares in the
Company at the price per share sold in the PIPE Financing.

    


     

    b.           Mandatory
Conversion.

    


    Subject
to the RPC Conversion (defined below), the Debentures shall be automatically
converted into Conversion Securities at the earlier of (i) one (1) year after
the closing of this Offering, or (ii) the effectiveness of a registration
statement filed by the Company with the Securities and Exchange Commission in
connection with the PIPE.

    


    


    c.           RPC
Conversion.

    


    In the event that the Company does not
complete a Reverse Merger or other event which results in its stock becoming
publicly traded on a U.S. equity market  within one (1) year after the
issuance date of the Debentures (the “Going Public Deadline”), then the
Debentures shall be exchanged for common shares of Radient Pharmaceuticals, Inc.
(“RPC”) at a conversion price of $0.28 per share (the “RPC Conversion Price”)
unless a majority of the holders of the Debentures consent in writing to an
extension of the Going Public Deadline; provided, however, that the Going Public
Deadline shall not be extended for more than six months in total.

    


    3.           No
Prepayment.   Unless otherwise consented
to in writing by the Holder, the Company shall have no right to prepay all or
any portion of the principal amount of this Debenture prior to the Going Public
Deadline.

    


    4.           Debentures.   Payments
of principal of, and interest on, this Debenture are to be made in lawful money
of the United States of America at such place as provided in the Subscription
Agreement.  This Debenture is one of a series of up to $1,000,000
aggregate amount of 10% Convertible Exchangeable Debentures (herein called the
“Debentures”) issued
pursuant to the Subscription Agreement, and is subject to other terms as set
forth in the Subscription Agreement.

    


    5.           Registered
Debenture.   This Debenture is a
registered Debenture and, as provided in the Subscription Agreement, upon
surrender of this Debenture for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
Holder hereof or such Holder's attorney duly authorized in writing, a new
Debenture for a like principal amount will be issued to, and registered in the
name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Debenture is
registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the
contrary.

     

    
      
         

      

      
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      6.  Concerning
the Shares.

    

     

    a. Legend.  The shares of
Common Stock issuable upon conversion of the Holder’s Debenture may not be sold
or transferred unless (A) such shares are sold pursuant to an effective
registration statement under the Securities Act, or (B) the Company or its
transfer agent shall have been furnished with an opinion of counsel (which
opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration or (C) such shares are sold or transferred pursuant to Rule
144 under the Securities Act (or a successor rule) (“Rule 144”) or (D) such shares
are sold or transferred outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, or (E) such shares are transferred to an
“affiliate” (as defined in Rule 144) of the Company who agrees to sell or
otherwise transfer the shares only in accordance with this Section
6(e).  Except as otherwise provided in this Agreement (and subject to
the removal provisions set forth below), until such time as the shares of Common
Stock issuable upon conversion of the Holder’s Debenture have been registered
under the Act as contemplated by the Registration Rights Agreement, otherwise
may be sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, each
certificate for shares of Common Stock issuable upon conversion of the Holder’s
Debenture that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an
exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”).  THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES
AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    b. Removal
of Legend.  The legend set
forth above shall be removed and the Company shall issue to the Holder a new
certificate therefor free of any transfer legend if (A) the Company or its
transfer agent shall have received an opinion of counsel, in form, substance and
scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Common Stock may be made without
registration under the Act and the shares are so sold or transferred, (B) such
Holder provides the Company or its transfer agent with reasonable assurances
that the Common Stock issuable upon conversion of the Holder’s Debenture (to the
extent such securities are deemed to have been acquired on the same date) can be
sold pursuant to Rule 144 or (C) in the case of the Common Stock issuable upon
conversion of the Holder’s Debenture, such security is registered for sale by
the Holder under an effective registration statement filed under the Act or
otherwise may be sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be immediately
sold.  The Company shall cause its counsel to issue a legal opinion to
the Company’s transfer agent promptly after the effective date of any
registration statement under the Act registering the resale of the Common Stock
issuable upon conversion of the Debentures if required by the Company’s transfer
agent to effect the removal of the legend hereunder.  Nothing in the
Holder’s Debenture shall (x) limit the Company’s obligation under the
Registration Rights Agreement or (y) affect in any way the Holder’s obligations
to comply with applicable prospectus delivery requirements upon the resale of
the securities referred to herein.

     

    c. Adjustment
Due to RPC Dilutive Issuance.  If, at any time
when any Debentures are issued and outstanding, RPC issues or sells (i) shares
of common stock or preferred shares convertible into common stock, or (ii) debt,
warrants, options or other instruments or securities which are convertible into
or exercisable for shares of common stock, in each case for consideration (or
with a conversion price) per common share less than the RPC Conversion Price in
effect immediately prior to the issuance or sale of such securities or
instruments, or without consideration, then forthwith upon such issuance or
sale, the RPC Conversion Price shall (until another such issuance or sale) be
automatically reduced to the price (calculated to the nearest full cent) equal
to the price (or conversion price) of any such securities or instruments;
provided,  however, that, if required by applicable NYSE-Amex
regulations, until such date NYSE-Amex approval and/or approval of RPC’s
shareholders is obtained and deemed effective no adjustment shall occur
hereunder; and, provided, further, that upon such NYSE-Amex and/or RPC
shareholder approval, any adjustments that did not occur because of this proviso
shall be immediately deemed effective.

     

    


    7.           Applicable
Law.   This Debenture shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a
jurisdiction other than such State.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    8.           Facsimile
Signatures.   This Debenture may be
executed by facsimile signature which shall, for all purposes be deemed to be as
legally valid and binding upon the Company as a ribbon original
signature.

    


    9.           Portfolio
Interest.   It is intended that all
interest paid hereunder shall constitute “portfolio interest” within the meaning
of Section 871(h) of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder.

    


    the
balance of this instrument is intentionally left blank - signature page
follows

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      IN
WITNESS WHEREOF, the Company has executed and delivered this Debenture the date
and year first above written.

       

      
 

    

    
      
        
          	
                  JADE
      PHARMACEUTICALS, INC.

                   

                   

                  By:
      _______________________________

                  Name:  Henry
      Jia,

                  Title:    CEO

                


        

      

    

    


    


    For
purposes of Section 2(c):

    


    
      
        	
                RADIENT
      PHARMACEUTICALS, INC.

                 

                 

                By:
      _______________________________

                Name:  Douglas
      MacLellan,

                Title:    CEO

              


      

    

     

     

     

     

     

     

    
      
         

      

      
        6