ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT (the “Agreement”) made this 16th day of July 2009, by and between Pierrel Research USA Inc., a Pennsylvania corporation (“Buyer”), and Encorium Group, Inc., a Delaware corporation (“Seller”).

     WHEREAS, Seller, among other things, is engaged in the business of providing clinical research services in the United States (the “US Business”);

     WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, upon the terms and conditions set forth herein, certain assets of Seller that relate to the US Business;

     WHEREAS, pursuant to this Agreement, Buyer will acquire certain assets of Seller’s U.S. line of business for approximately $2,584,000 consideration, consisting of $80,000 in cash at closing and the assumption of approximately $2,503,000 of liabilities, calculated pursuant to the Schedule attached hereto as Exhibit “A” (the “Transaction”);

     WHEREAS, at closing of the Transaction, Buyer will enter into a lease with Seller’s current landlord, Glenhardie Partners, LP, reducing Seller’s potential liability for termination of the lease of Seller’s company headquarters in Wayne, Pennsylvania from $3,352,000 to $235,000;

     WHEREAS, in the event Seller winds-down U.S. operations, instead of selling to Buyer, Seller would have approximately $1,835,000 in net liabilities, plus some or all of the remaining lease payments on the Wayne, PA facility which approximate $3,352,000; and

     WHEREAS, Buyer has agreed to employ 38 of Seller’s current U.S. employees and assume Seller’s benefit plans for the benefit of those employees;

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties, intending to be legally bound, hereby agree as follows:

deliver to Buyer, and Buyer shall purchase, assume and accept from Seller, free and clear of all liens and encumbrances, all right, title and interest in and to all of the assets, properties and rights of Seller relating to the US Business (collectively, the “Assets”), including without limitation the following:

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     (i) the sponsor contracts, agreements and commitments set forth on Schedule 1(a)(i) hereto (the “Sponsor Contracts”);

     (ii) the vendor contracts, agreements and commitments set forth on Schedule 1(a)(ii) hereto;

     (iii) the non-disclosure and other contracts, agreements and commitments relating to the US Business set forth on Schedule 1(a)(iii) hereto;

     (iv) all existing records and data relating to the Sponsor Contracts and the underlying studies relating thereto;

     (v) the outstanding proposals or solicitations to enter into work as set forth on Schedule 1(a)(v) hereto (the “Proposed Contracts”);

     (vi) other than the Seller’s standard operating procedures (“SOPs”), all policies and procedures with respect to the US Business, as set forth on Schedule 1(a)(vi) ;

     (vii) the computer hardware owned by Seller, and computer programs and software owned or licensed by the Seller, relating to the US Business all as set forth on Schedule 1(a)(vii) ;

     (viii) all contracts, agreements and commitments by which Seller leases equipment relating to the US Business, as set forth on Schedule 1(a)(viii) ;

Notwithstanding the foregoing, the Assets shall not include any SOPs, accounts receivable, cash or any other assets, properties or rights of Seller listed on Exhibit “B” hereto.

2. Assumption of Liabilities. At the Closing, Buyer will assume the Assumed

Liabilities (as defined herein). With the exception of those obligations that are Assumed Liabilities, Buyer shall not assume and shall in no event be liable for any other debts, liabilities or obligations of Seller, including without limitation the accounts payable that are being retained by Seller (collectively, the “Retained Liabilities”). Seller alone, and not Buyer, shall continue to be fully liable and responsible for all of the Retained Liabilities. As used herein, "Assumed Liabilities" shall mean: (a) the liabilities and obligations of Seller arising after the Closing under the contracts, agreements and commitments set forth on Schedule 2(a) hereto (individually referred to herein as an “Assumed Contract” and collectively referred to herein as the "Assumed Contracts"); and (b) any liabilities and obligations relating to continuation coverage under the

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Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for Transferred Employees and those employees listed on Schedule 2(b) . Notwithstanding the foregoing, the parties confirm and agree that Seller alone, and not Buyer, shall be fully liable and responsible for any liabilities or obligations caused by any breach by Seller or any other person prior to the Closing under any of the Assumed Contracts, including without limitation liabilities or obligations arising out of Seller’s failure to perform any Assumed Contract in accordance with its terms prior to the Closing.

reliance, in material part, on the representations and warranties of Seller in Sections 5(c)(i) and 5(c)(ii), shall be $80,000. At the Closing, the Purchase Price shall be payable by Buyer to Seller by company check or by wire transfer of immediately available funds.

     (b) Allocation of Purchase Price . After the Closing Buyer and Seller shall agree on the proportion of the purchase price to be allocated to each of the Assets purchased pursuant to this Agreement. Such allocation shall be binding on the parties and all income tax or other information returns, including Internal Revenue Service Form 8594, shall be filed by Buyer and Seller in a manner consistent with such allocation.

and terms of bonus eligibility that are substantially similar, in the aggregate, to the rates of salary and terms of bonus eligibility provided by the Seller immediately prior to the Closing to the employees listed on Schedule 4(a) (the “Employees”), and the Seller shall use its commercially reasonable efforts to assist the Buyer in hiring such Employees. Following the Closing Date, Buyer shall have full responsibility arising from or relating to the employment of Employees who accept Buyer's offer of employment and actually commence employment with the Buyer immediately following the Closing Date (the “Transferred Employees”) upon such terms. Seller shall have full responsibility for all liabilities and obligations, relating to employees of Seller who are not Employees and Employees who do not become Transferred Employees.

     (b) Buyer agrees that, with respect to all its employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA)) for which a Transferred Employee is eligible and participates, service with Seller shall be counted as service with Buyer for purposes of determining any period of eligibility to participate or to vest in benefits under the Buyer’s employee benefit plans, but no service credit will be given if such credit would result in a duplication of benefits.

     (c) Seller shall have full responsibility for all liabilities and obligations relating to continuation coverage under COBRA for an Employee who does not become a Transferred Employee and any employee of Seller who is not an Employee; provided that Seller shall have no responsibility for continuation coverage under COBRA for any employee listed on Schedule 2(b) . Buyer shall have full responsibility for all liabilities and obligations relating to

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continuation coverage under COBRA for any and all Transferred Employees and employees listed on Schedule 2(b) .

     (d) No provision of this Paragraph 4(d) shall be deemed to create any rights, remedies or benefits with respect to any third parties (including Employees and Transferred Employees). Each Transferred Employee’s employment with Buyer may be terminated by such Transferred Employee or by Buyer at will at any time and without cause, and Buyer reserves the right to amend, modify or discontinue any rate of compensation or employee benefit plan or arrangement at any time or from time to time in Buyer’s sole discretion.

     5. Representations and Warranties of Seller . As a material inducement to Buyer to enter into this Agreement and to close the transactions contemplated hereunder, Seller makes the following representations and warranties to Buyer:

     (a) Status and Authority . Seller is a corporation duly organized and validly existing under the laws of the State of Delaware, and is qualified to engage in the US Business in all the jurisdictions in which such qualification is necessary. Seller has the power and authority to own, lease and operate its properties and to carry on the US Business as it is now being conducted. Seller has the full legal right and power required to execute and deliver this Agreement and any and all assignments, bills of sale, agreements, documents or instruments to be executed and/or delivered in connection herewith (collectively, the “Purchase Documents”) and to perform its obligations hereunder and thereunder.

     (b) Due Authorization; Validity of Agreement . The execution, delivery and performance of this Agreement and the Purchase Documents have been duly authorized by Seller and by all other necessary corporate action (no authorization or approval by Seller’s stockholders being required). This Agreement and the Purchase Documents have been duly executed and delivered and constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity.

of the US Business as at June 30, 2009 (the “June Balance Sheet”), a copy of which is attached hereto as Schedule 5(c)(i) . Such balance sheet has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and fairly presents in all material respects the financial position of the US Business as of the date thereof. Since the date of the June Balance Sheet there has been no material adverse change in the condition, financial or otherwise, of the US Business, as shown on such balance sheet, other than changes occurring in the ordinary course of business, none of which has materially adversely affected the Assets or the US Business.

     (ii) Since June 30, 2009 (the date as of which the Purchase Price was determined), (a) the US Business has been conducted in the ordinary course of business, consistent with past practices, and (b) Seller has not issued any invoices or bills in connection

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with any Sponsor Contracts. The backlog relating to the Sponsor Contracts as of June 30, 2009 was $10,502,191, which is also the sum of the backlog and the work-in-progress relating to the Sponsor Contracts as of the date hereof, in both cases inclusive of the agreed adjustment noted on Exhibit “A”.

     (iii) Seller accounts for revenues related to the long-term contracts of the US Business using the proportional performance method. All costs and estimated earnings in excess of related billings in Seller’s financial records, including in the June Balance Sheet, have been calculated in good faith by Seller consistent with past practice. Seller has undertaken a review of progress toward completion of all in-progress contracts and has accordingly determined the “percentage complete” of such contracts on a reasonable basis as reflected in Seller’s financial records, including in the June Balance Sheet.

     (d) Title to Assets; Asset Sufficiency . Except as set forth on Schedule 5(d)(1) , Seller has, and hereby conveys to Buyer, good, valid and marketable title to all the Assets, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind or character. Except as set forth on Schedule 5(d)(2) , the assets, properties and rights included in the Assets are all of the assets, properties and rights necessary to conduct the US Business as it is currently conducted. The Seller is not a party to any contract, agreement or commitment which materially adversely affects or materially restricts or, so far as the Seller can now foresee, may materially adversely affect or materially restrict, the US Business or the Assets.

     (e) Intellectual Property . Schedule 1(a)(xi) contains a complete and accurate list of the trademarks, tradenames, logos, service marks, copyrights, patents, pending patent applications, domain names, computer programs and computer software and the like and other items commonly known as intellectual property used solely in connection with the US Business (the “IP”). No claim has been asserted against Seller involving any conflict or claim of conflict of its IP with the IP of others, and Seller has no knowledge of any basis for any such claim or conflict. To the knowledge of Seller, (i) Seller is the sole and exclusive owner of the IP and possesses all IP required for the conduct of the US Business, (ii) no process used by Seller in connection with the US Business infringes upon any IP of any other party and no other party infringes upon the IP of Seller, and (iii) no other entity or person has any direct or indirect claim on the IP or Seller Technical Information.

     (f) Contracts . Schedule 2(a) (Assumed Contracts) sets forth all contracts, agreements and commitments of Seller with respect to the US Business. The Assumed Contracts are in full force and effect and are valid, binding and enforceable against Seller and all other parties thereto in accordance with their respective terms. Seller and all other parties to the Assumed Contracts have performed all obligations required to be performed to date thereunder and in accordance with the terms thereof and neither Seller or, to the knowledge of Seller, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder. Except as set forth on Schedule 5(f) , the execution of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach

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of any of the terms or provisions of, or constitute a default under, or conflict with, any Assumed Contract.

     (g) Labor Relations . With respect to its operation of the US Business, Seller has complied in all material respects with all laws relating to the employment of labor as they relate to its employees, including any provisions thereof relating to wages, hours and the payment of social security, unemployment compensation and similar taxes, and the Seller is not liable for any arrears of wages or any taxes or penalties for the failure to comply with any of the foregoing. The transactions contemplated by this Agreement will not result in a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act (“WARN”) or any state statute or local ordinance requiring advance notification to employees of possible loss of employment.

     (i) Buyer has been furnished a true, correct and complete copy of, and Schedule 5(h)(i) attached hereto sets forth a complete list of, employee benefit plans and other arrangements, obligations, or practices to provide benefits, other than salary, as compensation for services rendered to Employees (within the meaning of section 3(3) of ERISA), which Employees participate in or are eligible to participate in, that is maintained or sponsored by the Seller or to which the Seller contributes or for which the Seller otherwise has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate (as defined below) (collectively, the “Benefit Plans”). Except for the Benefit Plans disclosed on Schedule 5(h)(i) , the Seller does not have any liability with respect to any other benefit plan or arrangement. The term “ERISA Affiliate” shall mean any person that together with the Seller is or was at any time treated as a single employer under section 414 of the Internal Revenue Code of 1986, as amended (the “Code”) or section 4001 of ERISA and any general partnership of which the Seller is or has been a general partner. For purposes of this Section 5(h), the term “Seller” includes any ERISA Affiliate.

     (ii) With respect to each Benefit Plan, the Seller has furnished to the Buyer true and complete copies of (a) the most recent annual and/or actuarial reports relating to such Benefit Plans, with a copy of current plan documents and summary plan descriptions (whether or not required to be furnished under ERISA), (b) the most recent determination letters issued by the Internal Revenue Service with respect to such Benefit Plans, (c) with respect to any welfare plan which is funded through a trust, a letter of exemption from taxation (under Section 501(c)(9) of the Code) issued by the Internal Revenue Service, and (d) all other material documents that relate to the Benefit Plans.

     (iii) Except as disclosed on Schedule 5(h)(iii) , there are no Benefit Plans that provide to Employees (a) any pension benefit that is unfunded or unrecorded on the financial statements of Seller or (b) any pension or other benefit payable after termination of employment, except as otherwise required by Section 601 of ERISA.

     (iv) Except as set forth on Schedule 5(h)(iv) , with respect to each Benefit Plan: (a) each Benefit Plan has been maintained, operated, administered and enforced materially in accordance with its terms and is in all material respects in compliance with all

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applicable laws (including Section 4980B of the Code and Sections 601 through 608 of ERISA), including, but not limited to, all reporting, disclosure, funding and fiduciary requirements, (b) Seller is not in default under any Benefit Plan, (c) there are no disputes, actions, suits or claims pending (other than routine claims for benefits) or to the knowledge of Seller threatened against any Benefit Plan or any administrator or fiduciary, and (d) to the knowledge of Seller no condition exists with respect to any Benefit Plan that could have an adverse effect on, or result in liability to, the Buyer or create any lien upon the Assets.

     (v) With respect to each funded Benefit Plan for which an annual report, including schedules, is required to be filed under ERISA or the Code, liabilities do not exceed assets and no material adverse change has occurred with respect to the financial matters covered by the latest annual report since the date thereof. There has been no adverse change in the tax qualified status of any Benefit Plan designed to be tax qualified since the date of the most recent favorable determination letter.

     (vi) Neither Seller nor any other person, including any fiduciary, has engaged in any nonexempt "Prohibited Transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Benefit Plans (or their trusts), Seller or any person whom Seller has an obligation to indemnify, to any material tax or penalty imposed under the Section 4975 of the Code or Section 502(i) of ERISA.

     (vii) Except as set forth on Schedule 5(h)(vii) , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein (either alone or upon the occurrence of any additional or subsequent events) will terminate or modify, or give a third party a right to terminate or modify, the provisions or terms of any Benefit Plan or constitute a triggering event under any Benefit Plan that will result in any payment (including golden parachute payments, severance payments or other similar payments), acceleration in vesting or material increase in benefits to any Employees of the Seller.

     (viii) Each Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA is funded through an insurance company contract and is not a "Welfare Benefit Fund" within the meaning of Section 419 of the Code.

     (ix) Neither the Seller nor any ERISA Affiliate has at any time maintained, sponsored, contributed to or been required to contribute to, or had any liability with respect to (a) any plan under which more than one employer makes contributions (within the meaning of Section 4063 of ERISA), (b) any employee benefit plan subject to Section 302 of ERISA, section 412 of the Code or Title IV of ERISA, and (c) any multi-employer plan within the meaning of section 3(37) of ERISA.

     (x) All contributions as well as obligations of the Seller under any Benefit Plan which are due for any period ending on or before the Closing Date have been contributed by the Seller to the Benefit Plans and all amounts withheld from Employee paychecks for contribution to a Benefit Plan have been properly contributed to the applicable Benefit Plan.

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     (xi) No Employee is employed or subject to taxation outside of the United States. The Seller does not sponsor, maintain or contribute to, and has never sponsored, maintained or contributed to, or had any liability with respect to any employee benefit plan for the benefit Employees outside of the United States.

     (xii) As of the Closing Date, the Buyer does not, and shall not, either directly or indirectly, have any obligation or liability, as a matter of law or otherwise, with respect to any Benefit Plan that was sponsored or maintained by the Seller or to which the Seller contributes or for which the Seller had, or may have, any liability, contingent or otherwise, either directly or indirectly through an ERISA Affiliate.

     (i) Litigation . Except as set forth on Schedule 5(i) , (i) Seller is not a party to and, to the knowledge of Seller, Seller has not been threatened with, any suit, action, arbitration, administrative or other proceeding, either at law or in equity, or governmental investigation by or before any court, governmental department, commission, board, agency or instrumentality, domestic or foreign, relating to the US Business, (ii) there is no judgment, decree, award or order outstanding against Seller relating to the US Business, and Seller is not contemplating the institution of any suit, action, arbitration or administrative or other proceeding relating to the US Business, and (iii) Seller has no knowledge of any accident, injury or event relating to the US Business that may result in a claim for damages against Seller. Seller has delivered to Buyer copies of all “audit letters” prepared by its counsel in the past three years in connection with the preparation of Seller’s audited financial statements.

     (j) Compliance with Law and Regulations . Seller is in material compliance with all requirements of law, federal, state and local, and all requirements of all governmental bodies or agencies having jurisdiction over it, relating to the US Business or the use of the Assets (including, without limitation, any laws relating to the protection of the environment or health and safety), and, without limiting the foregoing, Seller has paid all monies to obtain, has obtained and now holds all material licenses, permits, certificates, and authorizations needed or required for the conduct of the US Business and the use of the Assets. Seller has properly filed all material reports and other documents required to be filed with any federal, state, local and foreign government or subdivision or agency thereof relating to the US Business. Since January 1, 2006, Seller has not received any notice from any federal, state or munic