WARRANT EXCHANGE AGREEMENT

Exhibit 10.2

WARRANT EXCHANGE AGREEMENT

This Warrant Exchange Agreement (this “ Agreement ”) is dated as of October ___ 2009,

among Encorium Group, Inc. a Delaware corporation (the “ Company ”), and
______________________________
(the “ Holder ”)

      WHEREAS , the Holder is the holder of that certain Warrant to purchase 437,063 shares of Common Stock of the Company, dated as May 9, 2007 (the “Original Warrant”); and

      WHEREAS , subject to the terms and conditions set forth in this Agreement and pursuant to Sections 3(a)(9) and 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), the Company desires to exchange with the Holder, and the Holder, desires to exchange with the Company, the Original Warrant for shares of Common Stock and a new Warrant, as more fully described in this Agreement.

      NOW, THEREFORE , in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Holder agree as follows (with capitalized terms used here in and not otherwise defined having the meanings set forth in the Original Warrant):

      1. Exchange of the Original Warrant . On the terms and subject to the conditions set forth herein, as of the date hereof (the “Closing Date”), the Holder hereby sells, assigns, delivers and transfers to the Company all of its right, title and interest in and to the Original Warrant in exchange for (a)
_______________
shares of the Company’s freely tradable Common Stock (the “Exchange Shares”) and (b) a new Warrant in the form attached hereto as Exhibit A (the “Exchange Warrant”), with an Exercise Price of $0.40 per share.

      2. Deliveries . On the date hereof, the Company shall deliver to the Holder (a) the Exchange Shares by electronic delivery at the applicable balance account at the Depositary Trust Company (“DTC”) in accordance with the instructions set forth on Schedule A hereto and (b) a duly executed copy of the Exchange Warrant.

the following representations and warranties to the other party hereto:

     (i) It is duly organized and validly existing, in good standing under the laws of its jurisdiction of incorporation or organization.

     (ii) (A) It has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and (B) the person who has executed this Agreement on its behalf is duly authorized to do so and thereby bind the party on whose behalf he or she is purporting to act.

PHILADELPHIA\5320727\5 254797.000

     (iii) This Agreement is its valid and binding agreement, enforceable against it in accordance with its terms.

     (iv) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate, result in a breach of any of the terms or provisions of, constitute a default (or any event that, with the giving of notice or the passage of time or both would constitute a default) under, accelerate any obligations under, or conflict with, (i) its charter, articles or certificate of incorporation, partnership agreement or bylaws (or other organizational documents), if applicable, or any agreement, indenture or other instrument to which it is a party or by which it or its properties are bound, (ii) any judgment, decree, order or award or any court, governmental body or arbitrator to which it is subject or (iii) any law, rule or regulation applicable to it.

     (b) Representations, Warranties and Covenants of the Company . The Company hereby represents, warrants and covenants to the Holder that:

     (i) The Exchange Shares and the Exchange Warrant are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof and the Exchange Shares shall be fully paid and nonassessable with the Holder being entitled to all rights accorded to a holder of Common Stock. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Warrant Shares issuable upon exercise of the Exchange Warrant (the “Warrant Shares”). Upon exercise in accordance with the Warrants, the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The offer and issuance by the Company of the Exchange Shares and Exchange Warrant is exempt from registration under the 1933 Act.

     (ii) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other person, including, without limitation, any other security holders of the Company, in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. Except with respect to its share price and stockholders equity and except as has been disclosed in writing to the Holder, the Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

     (iii) The exchange of the Original Warrant for the Exchange Shares and Exchange Warrant is being consummated pursuant to Sections 3(a)(9) and Rule 149 of the Securities Act. The Company has not engaged in any general solicitation or engaged or agreed to compensate any broker or agent in connection with the transactions contemplated by this

PHILADELPHIA\5320727\5 254797.000

Agreement. None of the Company, its subsidiaries, any of their affiliates, and any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Exchanged Shares under the Securities Act or cause this Exchange to be integrated with prior offerings by the Company for purposes of Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Exchange Shares under the Securities Act or cause the Exchange of the Exchange Shares to be integrated with other offerings.

     (iv) The Company is current in its filings of all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended. To the Company’s actual knowledge, upon issuance, the Exchange Shares are eligible for sale by the Holders to the public without registration under the Securities Act.

 &nb