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. Th