EXECUTIVE SEVERANCE AGREEMENT

EXECUTIVE SEVERANCE AGREEMENT

      THIS EXECUTIVE SEVERANCE AGREEMENT (the “ Agreement ”) made as of the 3 ^rd day of December, 2008 (the “ Effective Date ”), by and between Encorium Group, Inc., a Delaware corporation (the “ Company ”), and David Ginsberg

(“ Executive ”).

      WHEREAS, should the possibility of a Change in Control (as hereinafter defined) of the Company arise, the Board of Directors of the Company (the “Board”) believes it imperative that the Company and the Board should be able to rely upon the Executive to continue in his position, and that the Company should be able to receive and rely upon the Executive’s advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control.

      NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:

      1.1 Definitions . Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

      (c) “Beneficiary” means the persons or entities designated or deemed designated by the Executive pursuant to Section 7.2 hereof.

agreement, to which this Executive Severance Agreement is a part (the “Employment Agreement”).

      (f) “Change in Control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

      (i) When a “person”, as defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, becomes the beneficial owner, directly or indirectly, of securities of the Company representing (A) more than twenty-five(25%) of the combined voting power of the Company’s then outstanding securities, unless such person is subject to contractual restrictions that would preclude him from voting such shares in a manner to influence or control the management of the Company’s business, provided that in the event such contractual restrictions are removed, a Change of Control will be deemed to have occurred on the effective date of such removal or on such later date as the Executive receives actual notice of such removal, or (B) one hundred percent (100%) of the combined voting power of the Company’s then outstanding securities regardless of any contractual restrictions. For purposes of this provision, “person” shall not include the Company, any subsidiary of the Company, any employee benefit plan or employee stock plan of the Company, or any person holding the Company’s Common Stock by for or pursuant to the terms of such a plan; and “voting power” shall mean the power under ordinary circumstances (and not merely upon the happening of a contingency) to vote in the election of directors.

      (ii) When, as a result of a vote of stockholders for which proxies are solicited by or on behalf of any person other than the Company in accordance with the SEC rules issued under Section 14 of the Exchange Act, or which is exempt from the SEC proxy rules by reason of Rule 14a-2 under the Exchange Act, or as a result of an action by written consent of stockholders without a meeting, the “incumbent directors” cease to constitute at least a majority of the authorized number of members of the Board. For purposes of this provision, “incumbent directors” shall mean the persons who were members of the Board on the date hereof (including Executive’s nominees), and the persons who were elected or nominated as their successors or pursuant to increases in the size of the Board by a vote of at least an absolute majority (and not just the majority of a quorum) of the Board members who were then Board members (or successors or additional members so elected or nominated).

      (iii) When the stockholders of the Company approve a merger, consolidation, or reorganization, whether or not the Company is the surviving entity in such transaction, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy percent (70%) of the combined voting power of the voting securities, held in relatively the same proportion, of the Company (or such surviving entity) outstanding immediately after the merger, consolidation, or reorganization.

      (iv) When the stockholders of the Company approve (A) the sale or other disposition of all or substantially all of the assets the company or (B) a complete liquidation or dissolution of the Company.

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      (v) When the Board adopts a resolution to the effect that any person has acquired effective control of the business and affairs of the Company.

      However, in no event shall a Change in Control be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change in Control transaction. The Executive shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group, except for ownership of less than ten percent (10%) of the stock of the purchasing company.

of Code Section 22(e)(3), as determined by the Board in the exercise of good faith and reasonable judgment, upon receipt of and in reliance on sufficient competent medical advice from one or more individuals, selected by the Company, who are qualified to give professional medical advice.

      (i) “Effective Date of Termination” means the date on which a Qualifying Termination occurs that triggers the payment of Severance Benefits hereunder.

      (h) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

      (i) “Good Reason” means Good Reason as the term is defined in the Employment Agreement and shall also mean the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under the Employment Agreement; and any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section

and all other payments and benefits provided to the Executive by the Company that constitute “excess parachute payments” within the meaning of Code Section 280G(b)(1). Without limiting the generality of the foregoing, Total Payments shall include any and all excess parachute payments associated with outstanding long term incentive grants (to include, but not be limited to, early vesting of stock options or restricted stock).

      (j) Qualifying Termination: Any termination (other than death or disability) of Executive’s employment (A) other than for Cause or (B) by Executive for Good Reason.

      (k) “Window Period” means the time period commencing one hundred eighty (180) days prior to a Change in Control, as defined in Section (f) of this Article 1, and ending eighteen months after the latter to occur of: (i) any of the events defined as a Change in Control in Section ARTICLE 1; or (ii) final consummation of the

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liquidation, sale or disposition of assets, or the merger, consolidation or reorganization of the Company as described in Subsections 1(f)(iii) and 1(f)(iv).

      2.1 Right to Severance Benefits . Executive shall be entitled to receive from the Company Severance Benefits as described in Section 2.2 hereof, if there has been a Change in Control of the Company and if, within the Window Period the Executive’s employment with the Company is terminated for a reason considered a Qualifying Termination.

      2.2 Description of Severance Benefits . In the event that the Executive becomes entitled to receive Severance Benefits, as provided in this Article 2, the Company shall pay to the Executive and provide him with the following:

Date of Termination Amount of Severance

Effective Date of Termination occurring on or before An amount equal to twenty-four (24) months of the Executive’s annual base the one-year anniversary of this Agreement. salary at the rate in effect in effect at the commencement of the Window Period or any higher rate that may be in effect from that date until the Effective Date of Termination Effective Date of Termination occurring after the one- An amount equal to twenty-three (23) months of the Executive’s annual base year anniversary but prior to or on the thirteen (13) salary at the rate in effect in effect at the commencement of the Window month anniversary of this Agreement. Period or any higher rate that may be in effect from that date until the Effective Date of Termination Effective Date of Termination occurring after the An amount equal to twenty-two (22) months of the Executive’s annual base thirteen (13 ^th ) month anniversary of this Agreement salary at the rate in effect in effect at the commencement of the Window but prior to or on the fourteenth (14 ^th ) month Period or any higher rate that may be in effect from that date until the anniversary of this Agreement. Effective Date of Termination Effective Date of Termination occurring after the An amount equal to twenty-one (21) months of the Executive’s annual base fourteenth (14th) month anniversary of this salary at the rate in effect in effect